Common use of Liability of Agent Clause in Contracts

Liability of Agent. Except as otherwise provided herein, no “Agent-Related Person” (as defined below) shall (a) be liable for any action taken or omitted to be taken by any of them under or in connection with this Agreement or any other Financing Document or the transactions contemplated hereby (except for its own gross negligence or willful misconduct in connection with its duties expressly set forth herein), or (b) be responsible in any manner to any Lender or participant for any recital, statement, representation or warranty made by any Credit Party or any officer thereof, contained herein or in any other Financing Document, or in any certificate, report, statement or other document referred to or provided for in, or received by Agent under or in connection with, this Agreement or any other Financing Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Financing Document, or for any failure of any Credit Party or any other party to any Financing Document to perform its obligations hereunder or thereunder. No Agent-Related Person shall be under any obligation to any Lender or participant to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Financing Document, or to inspect the Collateral, other properties or books or records of any Credit Party or any Affiliate thereof. The term “Agent-Related Person” means the Agent, together with its Affiliates, and the officers, directors, employees, agents, advisors, auditors and attorneys-in-fact of such Persons; provided, however, that no Agent-Related Person shall be an Affiliate of Borrower.

Liability of Agent. Except as otherwise provided herein, no “Agent-Related Person” (as defined below) shall (a) be liable for any action taken or omitted to be taken by any of them under or in connection with this Agreement or any other Financing Document or the transactions contemplated hereby (except for its own gross negligence or willful misconduct in connection with its duties expressly set forth herein), or (b) be responsible in any manner to any Lender or participant for any recital, statement, representation or warranty made by any Credit Party or any officer thereof, contained herein or in any other Financing Document, or in any certificate, report, statement or other document referred to or provided for in, or received by Agent under or in connection with, this Agreement or any other Financing Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Financing Document, or for any failure of any Credit Party or any other party to any Financing Document to perform its obligations hereunder or thereunder. No Agent-Related Person shall be under any obligation to any Lender or participant to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Financing Document, or to inspect the Collateral, other properties or books or records of any Credit Party or any Affiliate thereof. The term “Agent-Related Person” means the Agent, together with its Affiliates, and the officers, directors, employees, agents, advisors, auditors and attorneys-in-fact of such Persons; provided, however, that no Agent-Related Person shall be an Affiliate of Borrower.

Liability of Agent. Except as otherwise provided herein, no “No Agent-Related Person” (as defined below) Person shall (ai) be liable for any action taken or omitted to be taken by any of them under or in connection with this Agreement or any other Financing Security Document or the transactions contemplated hereby (except for its own gross negligence or willful misconduct in connection with its duties expressly set forth herein), herein or required by applicable law) or (bii) be responsible in any manner to any Lender or participant Secured Party for any recital, statement, representation or warranty made by the Company or any Credit Party Subsidiary or Affiliate thereof, or any officer thereof, contained herein or in any other Financing Security Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Agent under or in connection with, this Agreement or any other Financing Security Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Financing Security Document, or for any failure of the Company or any Credit Party Subsidiary or Affiliate thereof or any other party to any Financing Security Document to perform its obligations hereunder or thereunder. No Agent-Related Person shall be under any obligation to any Lender or participant Secured Party to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Financing Security Document, or to inspect the Collateralproperties, other properties or books or records of any Credit Party the Company or any Subsidiary or Affiliate thereof. The term “Agent-Related Person” means Agent shall not be responsible for the Agentexistence, together with genuineness or value of any Collateral or for the validity, perfection, priority or enforceability of any Transaction Lien, whether impaired by operation of law or by reason of any action or omission to act on its Affiliates, and part under the officers, directors, employees, agents, advisors, auditors and attorneys-in-fact of such Persons; provided, however, that no Agent-Related Person shall be an Affiliate of BorrowerSecurity Documents.

Liability of Agent. Except as otherwise provided herein, no “None of the Agent-Related Person” (as defined below) Persons shall (a) be liable for any action taken or omitted to be taken by any of them under or in connection with this Agreement or any other Financing Loan Document or the transactions contemplated hereby (except for its own gross negligence or willful misconduct in connection with its duties expressly set forth hereinmisconduct), or (b) be responsible in any manner to any Lender of the Lenders (or participant Bank Product Providers) for any recital, statement, representation or warranty made by any Credit Loan Party or any of its Subsidiaries or Affiliates, or any officer or director thereof, contained herein in this Agreement or in any other Financing Loan Document, or in any certificate, report, statement or other document referred to or provided for in, or received by Agent under or in connection with, this Agreement or any other Financing Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Financing Loan Document, or for any failure of any Credit Loan Party or its Subsidiaries or any other party to any Financing Loan Document to perform its obligations hereunder or thereunder. No Agent-Related Person shall be under any obligation to any Lender Lenders (or participant Bank Product Providers) to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Financing Loan Document, or to inspect the Collateral, other books and records or properties or books or records of any Credit Loan Party or any Affiliate thereofits Subsidiaries. The term “Agent-Related Person” means the Agent, together with its Affiliates, and the officers, directors, employees, agents, advisors, auditors and attorneys-in-fact of such Persons; provided, however, that no No Agent-Related Person shall have any liability to any Lender, and Loan Party or any of their respective Affiliates if any request for a Loan, Letter of credit or other extension of credit was not authorized by the applicable Borrower. Neither Agent nor UK Security Agent shall be an Affiliate required to take any action that, in its opinion or in the opinion of Borrowerits counsel, may expose it to liability or that is contrary to any Loan Document or applicable law or regulation.

Liability of Agent. Except as otherwise provided herein, no “None of the Agent-Related Person” (as defined below) Persons shall (a) be liable for any action taken or omitted to be taken by any of them under or in connection with this Agreement or any other Financing Loan Document or the transactions contemplated hereby (except for its own gross negligence or willful misconduct in connection with its duties expressly set forth hereinmisconduct), or (b) be responsible in any manner to any Lender of the Lenders (or participant Bank Product Providers) for any recital, statement, representation or warranty made by any Credit Loan Party or any of its Subsidiaries or Affiliates, or any officer or director thereof, contained herein in this Agreement or in any other Financing Loan Document, or in any certificate, report, statement or other document referred to or provided for in, or received by Agent under or in connection with, this Agreement or any other Financing Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Financing Loan Document, or for any failure of any Credit Loan Party or its Subsidiaries or any other party to any Financing Loan Document to perform its obligations hereunder or thereunder. No Agent-Related Person shall be under any obligation to any Lender Lenders (or participant Bank Product Providers) to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Financing Loan Document, or to inspect the Collateral, other books and records or properties or books or records of any Credit Loan Party or any Affiliate thereofits Subsidiaries. The term “Agent-Related Person” means the Agent, together with its Affiliates, and the officers, directors, employees, agents, advisors, auditors and attorneys-in-fact of such Persons; provided, however, that no No Agent-Related Person shall have any liability to any Lender, any Loan Party or any of their respective Affiliates if any request for a Loan, Letter of Credit or other extension of credit was not authorized by the applicable Borrower. Agent shall not be an Affiliate required to take any action that, in its opinion or in the opinion of Borrowerits counsel, may expose it to liability or that is contrary to any Loan Document or applicable law or regulation.

Liability of Agent. Except as otherwise provided herein, no “None of the Agent-Related Person” (as defined below) Persons shall (a) be liable for any action taken or omitted to be taken by any of them under or in connection with this Agreement or any other Financing Loan Document or the transactions contemplated hereby (except for its own gross negligence or willful misconduct in connection with its duties expressly set forth hereinmisconduct), or (b) be responsible in any manner to any Lender of the Lenders (or participant Bank Product Providers) for any recital, statement, representation or warranty made by any Credit Loan Party or any of its Subsidiaries or Affiliates, or any officer or director thereof, contained herein in this Agreement or in any other Financing Loan Document, or in any certificate, report, statement or other document referred to or provided for in, or received by Agent under or in connection with, this Agreement or any other Financing Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Financing Loan Document, or for any failure of any Credit Loan Party or its Subsidiaries or any other party to any Financing Loan Document to perform its obligations hereunder or thereunder. No Agent-Related Person shall be under any obligation to any Lender Lenders (or participant Bank Product Providers) to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Financing Loan Document, or to inspect the Collateral, other books and records or properties or books or records of any Credit Loan Party or any Affiliate thereofits Subsidiaries. The term “Agent-Related Person” means the Agent, together with its Affiliates, and the officers, directors, employees, agents, advisors, auditors and attorneys-in-fact of such Persons; provided, however, that no No Agent-Related Person shall have any liability to any Lender, and Loan Party or any of their respective Affiliates if any request for a Loan, Letter of Credit or other extension of credit was not authorized by the applicable Borrower. Agent shall not be an Affiliate required to take any action that, in its opinion or in the opinion of Borrower.its counsel, may expose it to liability or that is contrary to any Loan Document or applicable law or regulation. 15.4

Liability of Agent. Except as otherwise provided herein, no “None of the Agent-Related Person” (as defined below) Persons shall (a) be liable for any action taken or omitted to be taken by any of them under or in connection with this Agreement or any other Financing Loan Document or the transactions contemplated hereby (except for its own gross negligence or willful misconduct in connection with its duties expressly set forth hereinmisconduct), or (b) be responsible in any manner to any Lender of the Lenders (or participant Bank Product Providers) for any recital, statement, representation or warranty made by any Credit Party Borrower or any of its Subsidiaries or Affiliates, or any officer or director thereof, contained herein in this Agreement or in any other Financing Loan Document, or in any certificate, report, statement or other document referred to or provided for in, or received by Agent under or in connection with, this Agreement or any other Financing Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Financing Loan Document, or for any failure of any Credit Party Borrower or its Subsidiaries or any other party to any Financing Loan Document to perform its obligations hereunder or thereunder. No Agent-Related Person shall be under any obligation to any Lender Lenders (or participant Bank Product Providers) to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Financing Loan Document, or to inspect the Collateral, other books and records or properties or books or records of any Credit Loan Party or any Affiliate thereofits Subsidiaries. The term “Agent-Related Person” means the Agent, together with its Affiliates, and the officers, directors, employees, agents, advisors, auditors and attorneys-in-fact of such Persons; provided, however, that no No Agent-Related Person shall have any liability to any Lender, and Loan Party or any of their respective Affiliates if any request for a Loan, Letter of Credit or other extension of credit was not authorized by the applicable Borrower. Agent shall not be an Affiliate required to take any action that, in its reasonable opinion or in the opinion of Borrowerits counsel, may expose it to liability or that is contrary to any Loan Document or applicable law or regulation.

Liability of Agent. Except as otherwise provided herein, no “No Agent-Related Person” (as defined below) Person shall (ai) be liable for any action taken or omitted to be taken by any of them under or in connection with this Agreement or any other Financing Security Document or the transactions contemplated hereby (except for its own gross negligence negligence, willful misconduct, or willful misconduct in connection with material breach of its duties expressly obligations set forth herein), in the Loan Documents or required by applicable law) or (bii) be responsible in any manner to any Lender or participant Secured Party for any recital, statement, representation or warranty made by the Company or any Credit Party Subsidiary or Affiliate thereof, or any officer thereof, contained herein or in any other Financing Security Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Agent under or in connection with, this Agreement or any other Financing Security Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Financing Security Document, or for any failure of the Company or any Credit Party Subsidiary or Affiliate thereof or any other party to any Financing Security Document to perform its obligations hereunder or thereunder. No Agent-Related Person shall be under any obligation to any Lender or participant Secured Party to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Financing Security Document, or to inspect the Collateralproperties, other properties or books or records of any Credit Party the Company or any Subsidiary or Affiliate thereof. The term “Agent-Related Person” means Agent shall not be responsible for the Agentexistence, together with genuineness or value of any Collateral or for the validity, perfection, priority or enforceability of any Transaction Lien, whether impaired by operation of law or by reason of any action or omission to act on its Affiliates, and part under the officers, directors, employees, agents, advisors, auditors and attorneys-in-fact of such Persons; provided, however, that no Agent-Related Person shall be an Affiliate of BorrowerSecurity Documents.

Liability of Agent. Except as otherwise provided herein, no “No Agent-Related Person” (as defined below) Person shall (a) be liable for any action taken or omitted to be taken by any of them under or in connection with this Loan Agreement or any other Financing Operative Document or the transactions contemplated hereby (except for its own gross negligence or willful misconduct in connection with its duties expressly set forth hereinmisconduct), or (bii) be responsible in any manner to any Lender or participant Investor for any recital, statement, representation or warranty made by the Borrower, any Credit Party Eligible Originator, the Originator, the Depositor, the Master Servicer or the Back-up Servicer, or any officer thereof, contained herein in this Loan Agreement or in any other Financing Operative Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Agent under or in connection with, this Loan Agreement or any other Financing Operative Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Loan Agreement or any other Financing Operative Document, or for any failure of the Borrower, any Credit Party Eligible Originator, the Originator, the Depositor, the Master Servicer, or the Back-up Servicer or any other party to any Financing Operative Document to perform its obligations hereunder or thereunder. No Agent-Related Person shall be under any obligation to any the Lender or participant any Bank Investor to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Loan Agreement or any other Financing Operative Document, or to inspect the Collateralproperties, other properties or books or records of the Borrower, any Credit Party Eligible Originator, the Originator, the Depositor, the Master Servicer, the Back-up Servicer or any Affiliate thereof. The term “Agent-Related Person” means the Agent, together with its of their respective Affiliates, and the officers, directors, employees, agents, advisors, auditors and attorneys-in-fact of such Persons; provided, however, that no Agent-Related Person shall be an Affiliate of Borrower.

Liability of Agent. Except as otherwise provided herein, no “None of the Agent-Related Person” (as defined below) Persons shall (a) be liable for any action taken or omitted to be taken by any of them under or in connection with this Agreement or any other Financing Loan Document or the transactions contemplated hereby (except for its own gross negligence or willful misconduct as determined in connection a final, non-appealable judgment of a court of competent jurisdiction, which shall not include any action taken or omitted to be taken in accordance with its duties expressly set forth hereinany direction, instruction or certificate of the Required Lenders (or such other number or percentage of the Lenders as the Agent shall believe in good faith to be necessary), for which Agent shall have no liability), or (b) be responsible in any manner to any Lender or participant of the Lenders for any recital, statement, representation or warranty made by Borrower or any Credit Party of its Subsidiaries or Affiliates, or any officer or director thereof, contained herein in this Agreement or in any other Financing Loan Document, or in any certificate, report, statement or other document referred to or provided for in, or received by Agent under or in connection with, this Agreement or any other Financing Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Financing Loan Document, or for any failure of any Credit Party Borrower or its Subsidiaries or any other party to any Financing Loan Document to perform its obligations hereunder or thereunder. No Agent-Related Person shall be under any obligation to any Lender or participant Lenders to ascertain or to inquire as to the observance or performance of any of the covenants or agreements contained in, or terms or conditions of, this Agreement or any other Financing Loan Document, or to inspect the Collateralbooks and records or properties of Borrower or its Subsidiaries. Notwithstanding anything contained herein to the contrary, other properties or books or records Agent shall not have any liability arising from confirmations of any Credit Party the amount of outstanding Loans or any Affiliate component amounts thereof. The term “Agent-Related Person” means the Agent, together with its Affiliates, and the officers, directors, employees, agents, advisors, auditors and attorneys-in-fact of such Persons; provided, however, that no Agent-Related Person shall be an Affiliate of Borrower.

Liability of Agent. Except as otherwise provided hereinNeither the Administrative Agent nor any of its directors, no “Agent-Related Person” (as defined below) officers, agents or employees shall (a) be liable to any Bank for any action taken or omitted to be not taken by it in connection herewith (i) with the consent or at the request of the Required Banks or (ii) in the absence of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent by an Account Party or a Bank. Neither the Administrative Agent nor any of them under its directors, officers, agents or employees shall be responsible to any Bank for or have any duty to any Bank to ascertain, inquire into or verify (i) any statement, warranty or representation made in connection with this Agreement or any other Financing Document borrowing hereunder or the transactions contemplated hereby (except for its own gross negligence issuance, amendment, renewal or willful misconduct in connection with its duties expressly set forth herein), or (b) be responsible in any manner to any Lender or participant for any recital, statement, representation or warranty made by any Credit Party or any officer thereof, contained herein or in any other Financing Document, or in any certificate, report, statement or other document referred to or provided for in, or received by Agent under or in connection with, this Agreement or any other Financing Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Financing Document, or for any failure extension of any Credit Party Letter of Credit; (ii) the performance or any other party to any Financing Document to perform its obligations hereunder or thereunder. No Agent-Related Person shall be under any obligation to any Lender or participant to ascertain or to inquire as to the observance or performance of any of the covenants or agreements contained inof any Account Party; (iii) the satisfaction of any condition specified in Article III, except receipt of items required to be delivered to the Administrative Agent; (iv) the validity, effectiveness or conditions ofgenuineness of this Agreement, this Agreement any other Credit Document or any other Financing Document, instrument or to inspect Credit Agreement writing furnished in connection herewith; (v) the Collateral, other properties existence or books or records possible existence of any Credit Default; (vi) the financial condition of any Account Party or any Affiliate thereofAccount Party’s Subsidiaries; or (vii) the contents of any certificate, report or other document delivered hereunder or in connection herewith. The term “Agent-Related Person” means Administrative Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, statement, or other writing believed by it in good faith to be genuine or to be signed by the Agent, together with its Affiliates, and the officers, directors, employees, agents, advisors, auditors and attorneys-in-fact of such Persons; provided, however, that no Agent-Related Person shall be an Affiliate of Borrowerproper party or parties.

Liability of Agent. Except as otherwise provided herein, no “None of the Agent-Related Person” (as defined below) Persons shall (a) be liable for any action taken or omitted to be taken by any of them under or in connection with this Agreement or any other Financing Loan Document or the transactions contemplated hereby (except for its own gross negligence or willful misconduct in connection with its duties expressly set forth hereinmisconduct), or (b) be responsible in any manner to any Lender of the Lenders (or participant Bank Product Providers) for any recital, statement, representation or warranty made by any Credit Loan Party or any of its Subsidiaries or Affiliates, or any officer or director thereof, contained herein in this Agreement or in any other Financing Loan Document, 105 or in any certificate, report, statement or other document referred to or provided for in, or received by Agent under or in connection with, this Agreement or any other Financing Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Financing Loan Document, or for any failure of any Credit Loan Party or its Subsidiaries or any other party to any Financing Loan Document to perform its obligations hereunder or thereunder. No Agent-Related Person shall be under any obligation to any Lender Lenders (or participant Bank Product Providers) to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Financing Loan Document, or to inspect the Collateral, other books and records or properties or books or records of any Credit Loan Party or any Affiliate thereofits Subsidiaries. The term “Agent-Related Person” means the Agent, together with its Affiliates, and the officers, directors, employees, agents, advisors, auditors and attorneys-in-fact of such Persons; provided, however, that no No Agent-Related Person shall have any liability to any Lender, and Loan Party or any of their respective Affiliates if any request for a Loan, Letter of Credit or other extension of credit was not authorized by the applicable Borrower. Agent shall not be an Affiliate required to take any action that, in its opinion or in the opinion of Borrowerits counsel, may expose it to liability or that is contrary to any Loan Document or applicable law or regulation.

Liability of Agent. Except Agent, its Affiliates, or their respective officers, directors, employees, agents, or attorneys-in-fact (all of the foregoing being collectively referred to as otherwise provided herein, no “the "Agent-Related Person” (as defined belowPersons") shall not (a) be liable for any action taken or omitted to be taken by any of them under or in connection with this Agreement or any other Financing Loan Document or the transactions contemplated hereby (except for its own gross negligence or willful misconduct in connection with its duties expressly set forth hereinmisconduct), or (b) be responsible in any manner to any Lender or participant for any recital, statement, representation or warranty made by any Credit Party Borrower or any Subsidiary or any Affiliate of any such Person, or any officer thereof, contained herein in this Agreement or in any other Financing Loan Document, or in any certificate, report, statement or other document referred to or provided for in, or received by Agent under or in connection with, this Agreement or any other Financing Loan Document, or for the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or Agreement, any other Financing Loan Document, or for any failure of any Credit Party or any other party to any Financing Document Borrower Affiliate to perform its obligations hereunder or thereunder. No Agent-Related Person shall be under any obligation to any Lender or participant to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Financing Loan Document, or to inspect the Collateralproperties, other properties or books or records of any Credit Party Borrower or any Affiliate Subsidiary or Affiliates thereof. The term “Agent agrees to promptly furnish to each Lender copies of all financial statements and other certificates, reports, papers, documents or notices received by it hereunder in its capacity as Agent-Related Person” means . Nothing contained in this Section 13.3 shall in any manner increase the Agent, together with its Affiliates, and obligations or decrease the officers, directors, employees, agents, advisors, auditors and attorneys-in-fact rights of such Persons; provided, however, that no Agent-Related Person shall be an Affiliate of Borrowerthe Borrowers hereunder in any material respect.

Liability of Agent. Except as otherwise provided herein, no “None of the Agent-Related Person” (as defined below) Persons shall (a) be liable for any action taken or omitted to be taken by any of them under or in connection with this Agreement or any other Financing Loan Document or the transactions contemplated hereby (except for its own gross negligence negligence, bad faith or willful misconduct in connection with its duties expressly set forth hereinmisconduct), or (b) be responsible in any manner to any Lender of the Lenders (or participant Bank Product Providers) for any recital, statement, representation or warranty made by any Credit Party Borrower or any of its Restricted Subsidiaries or Affiliates, or any officer or director thereof, contained herein in this Agreement or in any other Financing Loan Document, or in any certificate, report, statement or other document referred to or provided for in, or received by Agent under or in connection with, this Agreement or any other Financing Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Financing Loan Document, or for any failure of any Credit Party Borrower or any Guarantor or any other party to any Financing Loan Document to perform its obligations hereunder or thereunder. No Agent-Related Person shall be under any obligation to any Lender Lenders (or participant Bank Product Providers) to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Financing Loan Document, or to inspect the Collateral, other books and records or properties or books or records of any Credit Party Borrower or any Affiliate thereofGuarantor. The term “Agent-Related Person” means the Agent, together with its Affiliates, and the officers, directors, employees, agents, advisors, auditors and attorneys-in-fact of such Persons; provided, however, that no No Agent-Related Person shall have any liability to any Lender, any Loan Party or any of their respective Affiliates if any request for a Loan, Letter of Credit or other extension of credit was not authorized by the applicable Borrower. Agent shall not be an Affiliate required to take any action that, in its opinion or in the opinion of Borrowerits counsel, may expose it to liability or that is contrary to any Loan Document or applicable law or regulation.

Liability of Agent. Except as otherwise provided herein, no “None of the Agent-Related Person” (as defined below) Persons shall (a) be liable for any action taken or omitted to be taken by any of them under or in connection with this Agreement or any other Financing Loan Document or the transactions contemplated hereby (except for its own gross negligence or willful misconduct in connection with its duties expressly set forth hereinmisconduct), or (b) be responsible in any manner to any Lender of the Lenders (or participant Bank Product Providers) for any recital, statement, representation or warranty made by any Credit Loan Party or any of its Subsidiaries or Affiliates, or any officer or director thereof, contained herein in this Agreement or in any other Financing Loan Document, or in any certificate, report, statement or other document referred to or provided for in, or received by Agent under or in connection with, this Agreement or any other Financing Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Financing Loan Document, or for any failure of any Credit Loan Party or its Subsidiaries or any other party to any Financing Loan Document to perform its obligations hereunder or thereunder. No Agent-Related Person shall be under any obligation to any Lender Lenders (or participant Bank Product Providers) to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Financing Loan Document, or to inspect the Collateral, other books and records or properties or books or records of any Credit Loan Party or any Affiliate thereofits Subsidiaries. The term “Agent-Related Person” means the Agent, together with its Affiliates, and the officers, directors, employees, agents, advisors, auditors and attorneys-in-fact of such Persons; provided, however, that no No Agent-Related Person shall be an Affiliate have any liability to any Lender, and Loan Party or any of Borrower.their respective Affiliates if any request for a Loan, Letter of Credit

Liability of Agent. Except as otherwise provided herein, no “None of the Agent-Related Person” (as defined below) Persons shall (a) be liable for any action taken or omitted to be taken by any of them under or in connection with this Agreement or any other Financing Loan Document or the transactions contemplated hereby (except for its own gross negligence or willful misconduct in connection with its duties expressly set forth hereinmisconduct), or (b) be responsible in any manner to any Lender of the Lenders (or participant Bank Product Providers) for any recital, statement, representation or warranty made by Parent, any Credit Party Borrower or any of their Subsidiaries or Affiliates, or any officer or director thereof, contained herein in this Agreement or in any other Financing Loan Document, or in any certificate, report, statement or other document referred to or provided for in, or received by Agent under or in connection with, this Agreement or any other Financing Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Financing Loan Document, or for any failure of Parent, any Credit Party Borrower or any of their Subsidiaries or any other party to any Financing Loan Document to perform its obligations hereunder or thereunder. No Agent-Related Person shall be under any obligation to any Lender Lenders (or participant Bank Product Providers) to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Financing Loan Document, or to inspect the Collateral, other books and records or properties or books or records of any Credit Party Parent or any Affiliate thereofBorrower or any of their Subsidiaries. The term “Agent-Related Person” means the Agent, together with its Affiliates, and the officers, directors, employees, agents, advisors, auditors and attorneys-in-fact of such Persons; provided, however, that no No Agent-Related Person shall be an Affiliate have any liability to any Lender, and Loan Party or any of their respective Affiliates if any request for a Loan, Letter of Credit or other extension of credit was not authorized by the applicable Borrower.. Agent shall not DM3\7893162.1DM3\7893162.7

Liability of Agent. Except as otherwise provided herein, no “None of the Agent-Related Person” (as defined below) Persons shall (ai) be liable for any action taken or omitted to be taken by any of them under or in connection with this Agreement Agreement, any other Loan Document or any other Financing Document document executed by either Borrower or any Guarantor in connection with this Agreement or the transactions contemplated hereby (except for its own gross negligence or willful misconduct in connection with its duties expressly set forth hereinmisconduct), or (bii) be responsible in any manner to any Lender or participant of the Banks for any recital, statement, representation or warranty made by the Company or any Credit Party Subsidiary or Affiliate of the Company, or any officer thereof, contained herein in this Agreement or in any other Financing Loan Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Agent under or in connection with, this Agreement Agreement, any other Loan Document or any other Financing Documentdocument executed by the Company or any Subsidiary or Affiliate of the Company in connection with this Agreement, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement Agreement, any other Loan Document or any other Financing Documentdocument executed by either Borrower or any Guarantor in connection with this Agreement, or for any failure of any Credit Party the Company or any other party to any Financing Document such document to perform its obligations hereunder or thereunder. No Agent-Related Person shall be under any obligation to any Lender or participant Bank to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Financing Loan Document, or to inspect the Collateralproperties, other properties or books or records of any Credit Party the Company or any Affiliate thereof. The term “Agent-Related Person” means of the Agent, together with its Company's Subsidiaries or Affiliates, and the officers, directors, employees, agents, advisors, auditors and attorneys-in-fact of such Persons; provided, however, that no Agent-Related Person shall be an Affiliate of Borrower.

Liability of Agent. Except as otherwise provided herein, no “None of the Agent-Related Person” (as defined below) Persons shall (a) be liable for any action taken or omitted to be taken by any of them under or in connection with this Agreement or any other Financing Loan Document or the transactions contemplated hereby (except for its own in the case of fraud, gross negligence negligence, bad faith or willful misconduct in connection with its duties expressly set forth hereinmisconduct, or a material breach of the Loan Documents), or (b) be responsible in any manner to any Lender or participant of the Lenders for any recital, statement, representation or warranty made by any Credit Loan Party or any of its Subsidiaries or Affiliates, or any officer or director thereof, contained herein in this Agreement or in any other Financing Loan Document, or in any certificate, report, statement or other document referred to or provided for in, or received by Agent under or in connection with, this Agreement or any other Financing Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Financing Loan Document, or for any failure of any Credit Loan Party or its Subsidiaries or any other party to any Financing Loan Document to perform its obligations hereunder or thereunder. No Agent-Related Person shall be under any obligation to any Lender or participant Lenders to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Financing Loan Document, or to inspect the Collateral, other books and records or properties or books or records of any Credit Loan Party or any Affiliate thereofits Subsidiaries. The term “Agent-Related Person” means the Agent, together with its Affiliates, and the officers, directors, employees, agents, advisors, auditors and attorneys-in-fact of such Persons; provided, however, that no No Agent-Related Person shall have any liability to any Lender, any Loan Party or any of their respective Affiliates if any request for any Loan or other extension of credit was not authorized by the applicable Borrower. Agent shall not be an Affiliate required to take any action that, in its opinion or in the opinion of Borrowerits counsel, may expose it to liability or that is contrary to any Loan Document or applicable law or regulation.

Liability of Agent. Except as otherwise provided herein, no “None of the Agent-Related Person” (as defined below) Persons shall (a) be liable for any action taken or omitted to be taken by any of them under or in connection with this Agreement or any other Financing Loan Document or the transactions contemplated hereby (except for its own gross negligence or willful misconduct in connection with its duties expressly set forth hereinmisconduct), or (b) be responsible in any manner to any Lender of the Lenders (or participant Bank Product Providers) for any recital, statement, representation or warranty made by any Credit Loan Party or any of its Subsidiaries or Affiliates, or any officer or director thereof, contained herein in this Agreement or in any other Financing Loan Document, or in any certificate, report, statement or other document referred to or provided for in, or received by Agent under or in connection with, this Agreement or any other Financing Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Financing Loan Document, or for any failure of any Credit Loan Party or its Subsidiaries or any other party to any Financing Loan Document to perform its obligations hereunder or thereunder. No Agent-Related Person shall be under any obligation to any Lender Lenders (or participant Bank Product Providers) to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Financing Loan Document, or to inspect the Collateral, other books and records or properties or books or records of any Credit Loan Party or any Affiliate thereofits Subsidiaries. The term “Agent-Related Person” means the Agent, together with its Affiliates, and the officers, directors, employees, agents, advisors, auditors and attorneys-in-fact of such Persons; provided, however, that no No Agent-Related Person shall have any liability to any Lender, andany Loan Party or any of their respective Affiliates if any request for a Loan, Letter of Credit or other extension of credit was not authorized by the applicable Borrower. Agent shall not be an Affiliate required to take any action that, in its opinion or in the opinion of Borrowerits counsel, may expose it to liability or that is contrary to any Loan Document or applicable law or regulation.

Liability of Agent. Except as otherwise provided herein, no “None of the Agent-Related Person” (as defined below) Persons shall (a) be liable for any action taken or omitted to be taken by any of them under or in connection with this Agreement or any other Financing Loan Document or the transactions contemplated hereby (except for its own in the case of fraud, gross negligence negligence, bad faith or willful misconduct in connection with its duties expressly set forth hereinmisconduct, or a material breach of the Loan Documents), or (b) be responsible in any manner to any Lender or participant of the Lenders for any recital, statement, representation or warranty made by any Credit Loan Party or any of its Subsidiaries or Affiliates, or any officer or director thereof, contained herein in this Agreement or in any other Financing Loan Document, or in any certificate, report, statement or other document referred to or provided for in, or received by Agent under or in connection with, this Agreement or any other Financing Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Financing Loan Document, or for any failure of any Credit Loan Party or its Subsidiaries or any other party to any Financing Loan Document to perform its obligations hereunder or thereunder. No Agent-Related Person shall be under any obligation to any Lender or participant Lenders to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Financing Loan Document, or to inspect the Collateral, other books and records or properties or books or records of any Credit Loan Party or any Affiliate thereofits Subsidiaries. The term “Agent-Related Person” means the Agent, together with its Affiliates, and the officers, directors, employees, agents, advisors, auditors and attorneys-in-fact of such Persons; provided, however, that no No Agent-Related Person shall have any liability to any Lender, any Loan Party or any of their respective Affiliates if any request for the Loan or other extension of credit was not authorized by the applicable Borrower. Agent shall not be an Affiliate required to take any action that, in its opinion or in the opinion of Borrowerits counsel, may expose it to liability or that is contrary to any Loan Document or applicable law or regulation.

Liability of Agent. Except as otherwise provided herein, no “"Agent-Related Person” " (as defined below) shall (a) be liable for any action taken or omitted to be taken by any of them under or in connection with this Agreement or any other Financing Document or the transactions contemplated hereby (except for its own gross negligence or willful misconduct in connection with its duties expressly set forth herein), or (b) be responsible in any manner to any Lender or participant for any recital, statement, representation or warranty made by any Credit Party or any officer thereof, contained herein or in any other Financing Document, or in any certificate, report, statement or other document referred to or provided for in, or received by Agent under or in connection with, this Agreement or any other Financing Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Financing Document, or for any failure of any Credit Party or any other party to any Financing Document to perform its obligations hereunder or thereunder. No Agent-Related Person shall be under any obligation to any Lender or participant to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Financing Document, or to inspect the Collateral, other properties or books or records of any Credit Party or any Affiliate thereof. The term “"Agent-Related Person” " means the Agent, together with its Affiliates, and the officers, directors, employees, agents, advisors, auditors and attorneys-in-fact of such Persons; provided, however, that no Agent-Related Person shall be an Affiliate of Borrower.

Liability of Agent. Except as otherwise provided herein, no “Agent-Related Person” (as defined below) shall (a) be liable for any action taken or omitted to be taken by any of them under or in connection with this Agreement or any other Financing Document or the transactions contemplated hereby (except for its own gross negligence or willful misconduct in connection with its duties expressly set forth herein), or (b) be responsible in any manner to any Lender or participant for any recital, statement, representation or warranty made by any Credit Party or any officer thereof, contained herein or in any other Financing Document, or in any certificate, report, statement or other document referred to or provided for in, or received by Agent under or in connection with, this Agreement or any other Financing Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Financing Document, or for any failure of any Credit Party or any other party to any Financing Document to perform its obligations hereunder or thereunder. No Agent-Related Person shall be under any obligation to any Lender or participant to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Financing DocumentConfidential Treatment Requested by BioDelivery Sciences International, or Inc. IRS Employer Identification No. 35-208985 Confidential treatment requested with respect to inspect the Collateral, other properties or books or records of any Credit Party or any Affiliate thereof. The term certain portions hereof denoted with “Agent-Related Person” means the Agent, together with its Affiliates, and the officers, directors, employees, agents, advisors, auditors and attorneys-in-fact of such Persons; provided, however, that no Agent-Related Person shall be an Affiliate of Borrower.***”

Liability of Agent. Except as otherwise provided hereinNeither the Administrative Agent nor any of its directors, no “Agent-Related Person” (as defined below) officers, agents or employees shall (a) be liable to any Bank for any action taken or omitted to be not taken by it in connection herewith (i) with the consent or at the request of the Required Banks or (ii) in the absence of its own gross negligence or willful misconduct. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent by an Account Party or a Bank. Neither the Administrative Agent nor any of them under its directors, officers, agents or employees shall be responsible to any Bank for or have any duty to any Bank to ascertain, inquire into or verify (i) any statement, warranty or representation made in connection with this Agreement or any other Financing Document borrowing hereunder or the transactions contemplated hereby (except for its own gross negligence issuance, amendment, renewal or willful misconduct in connection with its duties expressly set forth herein), or (b) be responsible in any manner to any Lender or participant for any recital, statement, representation or warranty made by any Credit Party or any officer thereof, contained herein or in any other Financing Document, or in any certificate, report, statement or other document referred to or provided for in, or received by Agent under or in connection with, this Agreement or any other Financing Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Financing Document, or for any failure extension of any Credit Party Letter of Credit; (ii) the performance or any other party to any Financing Document to perform its obligations hereunder or thereunder. No Agent-Related Person shall be under any obligation to any Lender or participant to ascertain or to inquire as to the observance or performance of any of the covenants or agreements contained inof any Account Party; (iii) the satisfaction of any condition specified in Article III, except receipt of items required to be delivered to the Administrative Agent; (iv) the validity, effectiveness or conditions ofgenuineness of this Agreement, this Agreement any other Credit Document or any other Financing Document, instrument or to inspect writing furnished in connection herewith; (v) the Collateral, other properties existence or books or records possible existence of any Credit Default; (vi) the financial condition of any Account Party or any Affiliate thereofAccount Party's Subsidiaries; or (vii) the contents of any certificate, report or other document delivered hereunder or in connection herewith. The term “Agent-Related Person” means Administrative Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, statement, or other writing believed by it in good faith to be genuine or to be signed by the Agent, together with its Affiliates, and the officers, directors, employees, agents, advisors, auditors and attorneys-in-fact of such Persons; provided, however, that no Agent-Related Person shall be an Affiliate of Borrowerproper party or parties.

Liability of Agent. Except as otherwise provided herein, no “None of the Agent-Related Person” (as defined below) Persons shall (a) be liable for any action taken or omitted to be taken by any of them under or in connection with this Agreement or any other Financing Loan Document or the transactions contemplated hereby (except for its own gross negligence or willful misconduct in connection with its duties expressly set forth hereinmisconduct), or (b) be responsible in any manner to any Lender of the Lenders (or participant Bank Product Providers) for any recital, statement, representation or warranty made by any Credit Loan Party or any of its Subsidiaries or Affiliates, or any officer or director thereof, contained herein in this Agreement or in any other Financing Loan Document, or in any certificate, report, statement or other document referred to or provided for in, or received by Agent under or in connection with, this Agreement or any other Financing Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Financing Loan Document, or for any failure of 150 any Credit Loan Party or its Subsidiaries or any other party to any Financing Loan Document to perform its obligations hereunder or thereunder. No Agent-Related Person shall be under any obligation to any Lender Lenders (or participant Bank Product Providers) to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Financing Loan Document, or to inspect the Collateral, other books and records or properties or books or records of any Credit Loan Party or any Affiliate thereofits Subsidiaries. The term “Agent-Related Person” means the Agent, together with its Affiliates, and the officers, directors, employees, agents, advisors, auditors and attorneys-in-fact of such Persons; provided, however, that no No Agent-Related Person shall have any liability to any Lender, and Loan Party or any of their respective Affiliates if any request for a Loan, Letter of Credit or other extension of credit was not authorized by the applicable Borrower. Agent shall not be an Affiliate required to take any action that, in its opinion or in the opinion of Borrowerits counsel, may expose it to liability or that is contrary to any Loan Document or applicable law or regulation.

Liability of Agent. Except as otherwise provided hereinNeither the Administrative Agent nor any of its directors, no “Agent-Related Person” (as defined below) officers, agents or employees shall (a) be liable to any Bank for any action taken or omitted to be not taken by it in connection herewith (i) with the consent or at the request of the Required Banks or (ii) in the absence of its own gross negligence or willful misconduct. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent by an Account Party or a Bank. Neither the Administrative Agent nor any of them under its directors, officers, agents or employees shall be responsible to any Bank for or have any duty to any Bank to ascertain, inquire into or verify (i) any statement, warranty or representation made in connection with this Agreement or any other Financing Document borrowing hereunder or the transactions contemplated hereby (except for its own gross negligence issuance, amendment, renewal or willful misconduct in connection with its duties expressly set forth herein), or (b) be responsible in any manner to any Lender or participant for any recital, statement, representation or warranty made by any Credit Party or any officer thereof, contained herein or in any other Financing Document, or in any certificate, report, statement or other document referred to or provided for in, or received by Agent under or in connection with, this Agreement or any other Financing Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Financing Document, or for any failure extension of any Credit Party Letter of Credit; (ii) the performance or any other party to any Financing Document to perform its obligations hereunder or thereunder. No Agent-Related Person shall be under any obligation to any Lender or participant to ascertain or to inquire as to the observance or performance of any of the covenants or agreements contained inof any Account Party; (iii) the satisfaction of any condition specified in Article III, except receipt of items required to be delivered to the Administrative Agent; (iv) the validity, effectiveness or conditions ofgenuineness of this Agreement, this Agreement any other Credit Document or any other Financing Document, instrument or to inspect writing furnished in connection herewith; (v) the Collateral, other properties existence or books or records possible existence of any Credit Default; (vi) the financial condition of any Account Party or any Affiliate thereofAccount Party's Subsidiaries; or (vii) the contents of any certificate, report or other document delivered hereunder or in connection herewith. The term “Agent-Related Person” means Administrative Agent shall not Credit Agreement incur any liability by acting in reliance upon any notice, consent, certificate, statement, or other writing believed by it in good faith to be genuine or to be signed by the Agent, together with its Affiliates, and the officers, directors, employees, agents, advisors, auditors and attorneys-in-fact of such Persons; provided, however, that no Agent-Related Person shall be an Affiliate of Borrowerproper party or parties.

Liability of Agent. Except as otherwise provided herein, no “None of the Agent-Related Person” (as defined below) Persons shall (a) be liable for any action taken or omitted to be taken by any of them under or in connection with this Agreement or any other Financing Loan Document or the transactions contemplated hereby (except for its own gross negligence or willful misconduct in connection with its duties expressly set forth hereinmisconduct), or (b) be responsible in any manner to any Lender of the Lenders (or participant Bank Product Providers) for any recital, statement, representation or warranty made by any Credit Party Borrower or any of its Subsidiaries or Affiliates, or any officer or director thereof, contained herein in this Agreement or in any other Financing Loan Document, or in any certificate, report, statement or other document referred to or provided for in, or received by Agent under or in connection with, this Agreement or any other Financing Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Financing Loan Document, or for any failure of any Credit Party Borrower or its Subsidiaries or any other party to any Financing Loan Document to perform its obligations hereunder or thereunder. No Agent-Related Person shall be under any obligation to any Lender Lenders (or participant Bank Product Providers) to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Financing Loan Document, or to inspect the Collateral, other books and records or properties or books or records of any Credit Party Borrower or any Affiliate thereofits Subsidiaries. The term “Agent-Related Person” means the Agent, together with its Affiliates, and the officers, directors, employees, agents, advisors, auditors and attorneys-in-fact of such Persons; provided, however, that no No Agent-Related Person shall have any liability to any Lender, and Loan Party or any of their respective Affiliates if any request for a Loan, Letter of Credit or other extension of credit was not authorized by the applicable Borrower. Agent shall not be an Affiliate required to take any action that, in its opinion or in the opinion of Borrowerits counsel, may expose it to liability or that is contrary to any Loan Document or applicable law or regulation.

Liability of Agent. Except as otherwise provided herein, no “None of the Agent-Related Person” (as defined below) Persons shall (a) be liable for any action taken or omitted to be taken by any of them under or in connection with this Agreement or any other Financing Loan Document or the transactions contemplated hereby (except for its own gross negligence or willful misconduct in connection with its duties expressly set forth hereinmisconduct), or (b) be responsible in any manner to any Lender or participant of the Lenders for any recital, statement, representation or warranty made by Holdings, Borrower or any Credit Party of their respective Subsidiaries or Affiliate of Holdings or Borrower, or any officer or director thereof, contained herein in this Agreement or in any other Financing Loan Document, or in any certificate, report, statement or other document referred to or provided for in, or received by Agent under or in connection with, this Agreement or any other Financing Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Financing Loan Document, or for any failure of any Credit Party Borrower or any other party to any Financing Loan Document to perform its obligations hereunder or thereunder. No Agent-Related Person shall be under any obligation to any Lender or participant to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Financing Loan Document, or to inspect the Collateral, other books and records or properties of Holdings or Borrower or the books or records or properties of any Credit Party of Holdings’ or any Affiliate thereofBorrower’s respective Subsidiaries or Affiliates. The term “Agent-Related Person” means Without limiting the Agentforegoing, together with Lenders acknowledge and agree that Agent may select Oak Hill or certain other Persons as its Affiliates, agent pursuant to the terms of the Agreement Among Lenders to take enforcement actions under the Loan Documents and the officers, directors, employees, agents, advisors, auditors and attorneys-in-fact of such Persons; provided, however, that no Agent-Related Person selection shall be an Affiliate of Borrowernot constitute gross negligence or willful misconduct.

Liability of Agent. Except as otherwise provided herein, no “None of the Agent-Related Person” (as defined below) Persons shall (a) be liable for any action taken or omitted to be taken by any of them under or in connection with this Agreement or any other Financing Loan Document or the transactions contemplated hereby (except for its own gross negligence or willful misconduct in connection with its duties expressly set forth hereinmisconduct), or (b) be responsible in any manner to any Lender of the Lenders (or participant Bank Product Providers) for any recital, statement, representation or warranty made by any Credit Loan Party or any of its Subsidiaries or Affiliates, or any officer or director thereof, contained herein in this Agreement or in any other Financing Loan Document, or in any certificate, report, statement or other document referred to or provided for in, or received by Agent under or in connection with, this Agreement or any other Financing Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Financing Loan Document, or for any failure of any Credit Loan Party or its Subsidiaries or any other party to any Financing Loan Document to perform its obligations hereunder or thereunder. No Agent-Related Person shall be under any obligation to any Lender Lenders (or participant Bank Product Providers) to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Financing Loan Document, or to inspect the Collateral, other books and records or properties or books or records of any Credit Loan Party or any Affiliate thereofits Subsidiaries. The term “Agent-Related Person” means the Agent, together with its Affiliates, and the officers, directors, employees, agents, advisors, auditors and attorneys-in-fact of such Persons; provided, however, that no No Agent-Related Person shall have any liability to any Lender, and Loan Party or any of their respective Affiliates if any request for an Advance or other extension of credit was not authorized by Borrower. Agent shall not be an Affiliate required to take any action that, in its opinion or in the opinion of Borrowerits counsel, may expose it to liability or that is contrary to any Loan Document or applicable law or regulation.

Liability of Agent. Except as otherwise provided herein, no “None of the Agent-Related Person” (as defined below) Persons shall (ai) be liable for any action taken or omitted to be taken by any of them under or in connection with this Agreement or any other Financing Loan Document or the transactions contemplated hereby (except for its own gross negligence or willful misconduct misconduct, as determined by a court of competent jurisdiction in connection with its duties expressly set forth hereina valid, final, non-appealable judgment), or (bii) be responsible in any manner to any Lender or participant for any recital, statement, representation or warranty made by any Credit Loan Party or any Affiliate of any Loan Party, or any officer thereof, contained herein in this Agreement or in any other Financing Loan Document, or in any certificate, report, statement or other document referred to or provided for in, or received by Agent under or in connection with, this Agreement or any other Financing Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Financing Loan Document, or for any failure of any Credit Loan Party or any other party to any Financing Loan Document to perform its obligations hereunder or thereunder. No Agent-Related Person shall be under any obligation to any Lender or participant to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Financing Loan Document, or to inspect the Collateralproperties, other properties or books or records of any Credit Loan Party or any Affiliate thereofof any Loan Party’s Affiliates. The term “Agent-Related Person” means Agent shall have no liability for any action taken, or errors in judgment made, in good faith by it or any of its officers, employees or agents, unless it shall have been negligent in ascertaining the Agentpertinent facts. Nothing in this Agreement or the other Loan Documents shall require Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties or in the exercise of any of its rights or powers hereunder. The Agent may consult with legal counsel, together with its Affiliatesindependent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the officersadvice of any such counsel, directorsaccountants or experts. If at any time the Agent is served with any judicial or administrative order, employeesjudgment, agentsdecree, advisorswrit or other form of judicial or administrative process (including orders of attachment or garnishment or other forms of levies or injunctions or stays relating to the transfer of any collateral), auditors the Agent is authorized to comply therewith in any manner as it or its legal counsel of its own choosing deems appropriate, and attorneys-in-fact if the Agent complies with any such judicial or administrative order, judgment, decree, writ or other form of judicial or administrative process, the Agent shall not be liable to any of the parties hereto or to any other Person even though such order, judgment, decree, writ or process may be subsequently modified or vacated or otherwise determined to have been without legal force or effect. The Agent shall not be responsible for and makes no representation as to the existence, genuineness, value or protection of any Collateral, for the legality, effectiveness or sufficiency of any other Loan Document, or for the creation, perfection, priority, sufficiency or protection of any liens securing the Obligations. For the avoidance of doubt, nothing herein shall require the Agent to file financing statements or continuation statements, or be responsible for maintaining the security interests purported to be created as described herein or in any other Loan Document (except for the safe custody of any Collateral in its possession and the accounting for moneys actually received by it hereunder or under any Loan Document). The Agent shall not be responsible or liable for any failure or delay in the performance of its obligations under this Agreement or any Other Document arising out of or caused, directly or indirectly, by circumstances beyond its control, including without limitation, any act or provision of any present or future law or regulation or governmental authority; acts of God; earthquakes; fires; floods; wars; terrorism; civil or military disturbances; sabotage; epidemics; pandemics; riots; interruptions, loss or malfunctions of utilities, computer (hardware or software) or communications service; accidents; labor disputes; acts of civil or military authority or governmental actions; or the unavailability of the Federal Reserve Bank wire or telex or other wire or communication facility. Agent shall not be under any obligation (i) to monitor, determine or verify the unavailability or cessation of the London interbank offered rate (or other applicable benchmark), or whether or when there has occurred, or to give notice to any other transaction party of the occurrence of (except as directed by the Required Lenders), any termination date relating to the London interbank offered rate, (ii) to select determine or designate any alternative rate, or other successor or replacement benchmark index, or whether any conditions to the designation of such Persons; provideda rate have been satisfied, however(iii) to select, that no Agent-Related Person determine or designate any other modifier to any alternative rate or (iv) to determine whether or what alternative rate changes are necessary or advisable, if any, in connection with any of the foregoing. The Agent shall not be an Affiliate liable for any inability, failure or delay on its part to perform any of Borrowerits duties set forth in this Agreement as a result of the unavailability of the London interbank offered rate (or other applicable benchmark) and absence of a designated replacement benchmark, including as a result of any inability, delay, error or inaccuracy on the part of the Required Lenders, in providing any direction, instruction, notice or information required or contemplated by the terms of this Agreement and reasonably required for the performance of such duties. The Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, the administration, submission or any other matter related to any Successor Benchmark Rate, including without limitation, whether the composition or characteristics of any such Benchmark Replacement (including any Benchmark Replacement Adjustment or Benchmark Conforming Changes) will be similar to, or produce the same value or economic equivalence of, the LIBO Rate or have the same volume or liquidity as did the London interbank offered rate prior to its discontinuance or unavailability.

Liability of Agent. Except as otherwise provided herein, no “None of the Agent-Related Person” (as defined below) Persons shall (a) be liable for any action taken or omitted to be taken by any of them under or in connection with this Agreement or any other Financing Loan Document or the transactions contemplated hereby (except for its own gross negligence negligence, bad faith or willful misconduct in connection with its duties expressly set forth hereinmisconduct), or (b) be responsible in any manner to any Lender of the Lenders (or participant Bank Product Providers) for any recital, statement, representation or warranty made by any Credit Loan Party or any of its Subsidiaries or Affiliates, or any officer or director thereof, contained herein in this Agreement or in any other Financing Loan Document, or in any certificate, report, statement or other document referred to or provided for in, or received by Agent under or in connection with, this Agreement or any other Financing Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Financing Loan Document, or for any failure of any Credit Loan Party or its Subsidiaries or any other party to any Financing Loan Document to perform its obligations hereunder or thereunder. No Agent-Related Person shall be under any obligation to any Lender Lenders (or participant Bank Product Providers) to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Financing Loan Document, or to inspect the Collateral, other books and records or properties or books or records of any Credit Loan Party or any Affiliate thereofits Subsidiaries. The term “Agent-Related Person” means the Agent, together with its Affiliates, and the officers, directors, employees, agents, advisors, auditors and attorneys-in-fact of such Persons; provided, however, that no No Agent-Related Person shall have any liability to any Lender, and Loan Party or any of their respective Affiliates if any request for a Loan, Letter of Credit or other extension of credit was not authorized by the applicable Borrower. Agent shall not be an Affiliate required to take any action that, in its opinion or in the opinion of Borrowerits counsel, may expose it to liability or that is contrary to any Loan Document or applicable law or regulation.

Liability of Agent. Except as otherwise provided herein, no “None of the Agent-Related Person” (as defined below) Persons shall (a) be liable for any action taken or omitted to be taken by any of them under or in connection with this Agreement or any other Financing Loan Document or the transactions contemplated hereby (except for its own gross negligence or willful misconduct in connection with its duties expressly set forth hereinmisconduct), or (b) be responsible in any manner to any Lender of the Lenders (or participant Bank Product Providers) for any recital, statement, representation or warranty made by any Credit Loan Party or any of its Subsidiaries or Affiliates, or any officer or director thereof, contained herein in this Agreement or in any other Financing Loan Document, or in any certificate, report, statement or other document referred 129 to or provided for in, or received by Agent under or in connection with, this Agreement or any other Financing Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Financing Loan Document, or for any failure of any Credit Loan Party or its Subsidiaries or any other party to any Financing Loan Document to perform its obligations hereunder or thereunder. No Agent-Related Person shall be under any obligation to any Lender Lenders (or participant Bank Product Providers) to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Financing Loan Document, or to inspect the Collateral, other books and records or properties or books or records of any Credit Loan Party or any Affiliate thereofits Subsidiaries. The term “Agent-Related Person” means the Agent, together with its Affiliates, and the officers, directors, employees, agents, advisors, auditors and attorneys-in-fact of such Persons; provided, however, that no No Agent-Related Person shall have any liability to any Lender, and Loan Party or any of their respective Affiliates if any request for a Loan, Letter of Credit or other extension of credit was not authorized by the applicable Borrower. Agent shall not be an Affiliate required to take any action that, in its opinion or in the opinion of Borrowerits counsel, may expose it to liability or that is contrary to any Loan Document or applicable law or regulation.

Liability of Agent. Except as otherwise provided herein, no “None of the Agent-Related Person” (as defined below) Persons shall (a) be liable for any action taken or omitted to be taken by any of them under or in connection with this Agreement or any other Financing Loan Document or the transactions contemplated hereby (except for its own gross negligence or willful misconduct in connection with its duties expressly set forth hereinmisconduct), or (b) be responsible in any manner to any Lender of the Lenders (or participant Bank Product Providers) for any recital, statement, representation or warranty made by any Credit Loan Party or any of its Subsidiaries or Affiliates, or any officer or director thereof, contained herein in this Agreement or in any other Financing Loan Document, or in any certificate, report, statement or other document referred to or provided for in, or received by Agent under or in connection with, this Agreement -108- or any other Financing Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Financing Loan Document, or for any failure of any Credit Loan Party or its Subsidiaries or any other party to any Financing Loan Document to perform its obligations hereunder or thereunder. No Agent-Related Person shall be under any obligation to any Lender Lenders (or participant Bank Product Providers) to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Financing Loan Document, or to inspect the Collateral, other books and records or properties or books or records of any Credit Loan Party or any Affiliate thereofits Subsidiaries. The term “Agent-Related Person” means the Agent, together with its Affiliates, and the officers, directors, employees, agents, advisors, auditors and attorneys-in-fact of such Persons; provided, however, that no No Agent-Related Person shall have any liability to any Lender, and Loan Party or any of their respective Affiliates if any request for a Loan, Letter of Credit or other extension of credit was not authorized by the applicable Borrower. Agent shall not be an Affiliate required to take any action that, in its opinion or in the opinion of Borrowerits counsel, may expose it to liability or that is contrary to any Loan Document or applicable law or regulation.

Liability of Agent. Except as otherwise provided herein, no “No Agent-Related Person” (as defined below) Person shall (ai) be liable for any action taken or omitted to be taken by any of them under or in connection with this Agreement or any other Financing Security Document or the transactions contemplated hereby (except for its own gross negligence or willful misconduct in connection with its duties expressly set forth herein), ) or (bii) be responsible in any manner to any Lender or participant Secured Party for any recital, statement, representation or warranty made by the Company or any Credit Party Subsidiary or Affiliate thereof, or any officer thereof, contained herein or in any other Financing Security Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Agent under or in connection with, this Agreement or any other Financing Security Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Financing Security Document, or for any failure of the Company or any Credit Party Subsidiary or Affiliate thereof or any other party to any Financing Security Document to perform its obligations hereunder or thereunder. No Agent-Related Person shall be under any obligation to any Lender or participant Secured Party to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Financing Security Document, or to inspect the Collateralproperties, other properties or books or records of any Credit Party the Company or any Subsidiary or Affiliate thereof. The term “Agent-Related Person” means Agent shall not be responsible for the Agentexistence, together with genuineness or value of any Collateral or for the validity, perfection, priority or enforceability of any Transaction Lien, whether impaired by operation of law or by reason of any action or omission to act on its Affiliates, and part under the officers, directors, employees, agents, advisors, auditors and attorneys-in-fact of such Persons; provided, however, that no Agent-Related Person shall be an Affiliate of BorrowerSecurity Documents.

Liability of Agent. Except as otherwise provided herein, no “None of the Agent-Related Person” (as defined below) Persons shall (a) be liable for any action taken or omitted to be taken by any of them under or in connection with this Agreement or any other Financing Loan Document or the transactions contemplated hereby (except for its own gross negligence or willful misconduct in connection with its duties expressly set forth hereinmisconduct), or (b) be responsible in any manner to any Lender of the Lenders (or participant Bank Product Provider) for any recital, statement, representation or warranty made by any Credit Loan Party or any of its Subsidiaries or Affiliates, or any officer or director thereof, contained herein in this Agreement or in any other Financing Loan Document, or in any certificate, report, statement or other document referred to or provided for in, or received by Agent under or in connection with, this Agreement or any other Financing Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Financing Loan Document, or for any failure of any Credit Loan Party or its Subsidiaries or any other party to any Financing Loan Document to perform its obligations hereunder or thereunder. No Agent-Related Person shall be under any obligation to any Lender Lenders (or participant Bank Product Provider) to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Financing Loan Document, or to inspect the Collateral, other books and records or properties or books or records of any Credit Loan Party or any Affiliate thereofits Subsidiaries. The term “Agent-Related Person” means the Agent, together with its Affiliates, and the officers, directors, employees, agents, advisors, auditors and attorneys-in-fact of such Persons; provided, however, that no No Agent-Related Person shall have any liability to any Lender, and Loan Party or any of their respective Affiliates if any request for a Loan, Letter of Credit or other extension of credit was not authorized by the applicable Borrower. Agent shall not be an Affiliate required to take any action that, in its opinion or in the opinion of Borrowerits counsel, may expose it to liability or that is contrary to any Loan Document or applicable law or regulation.

Liability of Agent. Except as otherwise provided herein, no “None of the Agent-Related Person” (as defined below) Persons shall (a) be liable for any action taken or omitted to be taken by any of them under or in connection with this Agreement or any other Financing Loan Document or the transactions contemplated hereby (except for its own gross negligence or willful misconduct in connection with its duties expressly set forth hereinmisconduct), or (b) be responsible in any manner to any Lender of the Lenders (or participant Bank Product Providers) for any recital, statement, representation or warranty made by any Credit Loan Party or any of its Subsidiaries or Affiliates, or any officer or director thereof, contained herein in this Agreement or in any other Financing Loan Document, or in any certificate, report, statement or other document referred to or provided for in, or received by Agent under or in connection with, this Agreement or any other Financing Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Financing Loan Document, or for any failure of any Credit Loan Party or its Subsidiaries or any other party to any Financing Loan Document to perform its obligations hereunder or thereunder. No Agent-Related Person shall be under any obligation to any Lender Lenders (or participant Bank Product Providers) to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Financing Loan Document, or to inspect the Collateral, other books and records or properties or books or records of any Credit Loan Party or any Affiliate thereofits Subsidiaries. The term “Agent-Related Person” means the Agent, together with its Affiliates, and the officers, directors, employees, agents, advisors, auditors and attorneys-in-fact of such Persons; provided, however, that no No Agent-Related Person shall have any liability to any Lender, and Loan Party or any of their respective Affiliates if any request for a Loan, Letter of credit or other extension of credit was not authorized by the applicable Borrower. Neither Agent nor UK Security Agent shall be an Affiliate required to take any action that, in its opinion or in the opinion of Borrower.its counsel, may expose it to liability or that is contrary to any Loan Document or applicable law or regulation. 108

Liability of Agent. Except as otherwise provided hereinNeither the Administrative Agent nor any of its directors, no “Agent-Related Person” (as defined below) officers, agents or employees shall (a) be liable to any Bank for any action taken or omitted to be not taken by it in connection herewith (i) with the consent or at the request of the Required Banks or (ii) in the absence of its own gross negligence or willful misconduct. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent by an Account Party or a Bank. Neither the Administrative Agent nor any of them under its directors, officers, agents or employees shall be responsible to any Bank for or have any duty to any Bank to ascertain, inquire into or verify (i) any statement, warranty or representation made in connection with this Agreement or any other Financing Document borrowing hereunder or the transactions contemplated hereby (except for its own gross negligence issuance, amendment, renewal or willful misconduct in connection with its duties expressly set forth herein), or (b) be responsible in any manner to any Lender or participant for any recital, statement, representation or warranty made by any Credit Party or any officer thereof, contained herein or in any other Financing Document, or in any certificate, report, statement or other document referred to or provided for in, or received by Agent under or in connection with, this Agreement or any other Financing Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Financing Document, or for any failure extension of any Credit Party Letter of Credit; (ii) the performance or any other party to any Financing Document to perform its obligations hereunder or thereunder. No Agent-Related Person shall be under any obligation to any Lender or participant to ascertain or to inquire as to the observance or performance of any of the covenants or agreements contained inof any Account Party; (iii) the satisfaction of any condition specified in Article III, except receipt of items required to be delivered to the Administrative Agent; (iv) the validity, effectiveness or conditions ofgenuineness of this Agreement, this Agreement any other Credit Document or any other Financing Document, instrument or to inspect writing furnished in connection herewith; (v) the Collateral, other properties existence or books or records possible existence of any Credit Default; (vi) the financial condition of any Account Party or any Affiliate thereofAccount Party's Subsidiaries; or (vii) the contents of any certificate, report or other document delivered hereunder or in connection herewith. The term “Agent-Related Person” means Administrative Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, statement, or other writing believed by it in good faith to be genuine or to be signed by the Agent, together with its Affiliates, and the officers, directors, employees, agents, advisors, auditors and attorneys-in-fact of such Persons; provided, however, that no Agent-Related Person shall be an Affiliate of Borrower.proper party or parties. Credit Agreement

Liability of Agent. Except as otherwise provided herein, no “None of the Agent-Related Person” (as defined below) Persons shall (a) be liable for any action taken or omitted to be taken by any of them under or in connection with this Agreement or any other Financing Loan Document or the transactions contemplated hereby (except for its own gross negligence or willful misconduct in connection with its duties expressly set forth hereinmisconduct), or (b) be responsible in any manner to any Lender of the Lenders (or participant Bank Product Providers) for any recital, statement, representation or warranty made by any Credit Loan Party or any of its Subsidiaries or Affiliates, or any officer or director thereof, contained herein in this Agreement or in any other Financing Loan Document, or in any certificate, report, statement or other document referred to or provided for in, or received by Agent under or in connection with, this Agreement or any other Financing Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Financing Loan Document, or for any failure of any Credit Loan Party or its Subsidiaries or any other party to any Financing Loan Document to perform its obligations hereunder or thereunder. No Agent-Related Person shall be under any obligation to any Lender Lenders (or participant Bank Product Providers) to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Financing Loan Document, or to inspect the Collateral, other books and records or properties or books or records of any Credit Loan Party or any Affiliate thereofits Subsidiaries. The term “Agent-Related Person” means the Agent, together with its Affiliates, and the officers, directors, employees, agents, advisors, auditors and attorneys-in-fact of such Persons; provided, however, that no No Agent-Related Person shall have any liability to any Lender, and Loan Party or any of their respective Affiliates if any request for a Loan, Letter of Credit or other extension of 146 credit was not authorized by the applicable Borrower. Agent shall not be an Affiliate required to take any action that, in its opinion or in the opinion of Borrowerits counsel, may expose it to liability or that is contrary to any Loan Document or applicable law or regulation.

Liability of Agent. Except as otherwise provided herein, no “None of the Agent-Related Person” (as defined below) Persons shall (ai) be liable for any action taken or omitted to be taken by any of them under or in connection with this Agreement or any other Financing Loan Document or the transactions contemplated hereby (except for its own gross negligence or willful misconduct in connection with its duties expressly set forth hereinmisconduct), or (bii) be responsible in any manner to any Lender or participant of the Lenders for any recital, statement, representation or warranty made by the Borrower or any Credit Party Subsidiary or Affiliate of the Borrower, or any officer thereof, contained herein in this Agreement or in any other Financing Loan Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Agent under or in connection with, this Agreement or any other Financing Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Financing Loan Document, or for any failure of any Credit Party the Borrower or any other party to any Financing Loan Document to perform its obligations hereunder or thereunderthereunder or (iii) be liable for permitting the Borrower to retain or obtain any certificate of title for some period of time to facilitate licensing, noting the Agent's Lien (for the benefit of the secured parties) on the certificates, or the purchase, sale, transfer or other disposition of the Included Revenue Equipment. No Agent-Related Person shall be under any obligation to any Lender or participant to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Financing Loan Document, or to inspect the Collateralproperties, other properties or books or records of any Credit Party the Borrower or any Affiliate thereof. The term “Agent-Related Person” means of the Agent, together with its Borrower's Subsidiaries or Affiliates, and the officers, directors, employees, agents, advisors, auditors and attorneys-in-fact of such Persons; provided, however, that no Agent-Related Person shall be an Affiliate of Borrower.

Liability of Agent. Except as otherwise provided herein, no “None of the Agent-Related Person” (as defined below) Persons shall (a) be liable for any action taken or omitted to be taken by any of them under or in connection with this Agreement or any other Financing Loan Document or the transactions contemplated hereby (except for its own gross negligence or willful misconduct in connection with its duties expressly set forth hereinmisconduct), or (b) be responsible in any manner to any Lender of the Lenders (or participant Bank Product Providers) for any recital, statement, representation or warranty made by Borrower or any Credit Party of its Subsidiaries or Affiliates, or any officer or director thereof, contained herein in this Agreement or in any other Financing Loan Document, or in any certificate, report, statement or other document referred to or provided for in, or received by Agent under or in connection with, this Agreement or any other Financing Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Financing Loan Document, or for any failure of any Credit Party Borrower or its Subsidiaries or any other party to any Financing Loan Document to perform its obligations hereunder or thereunder. No Agent-Related Person shall be under any obligation to any Lender Lenders (or participant Bank Product Providers) to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Financing Loan Document, or to inspect the Collateral, other books and records or properties of Borrower or books or records of any Credit Party or any Affiliate thereofits Subsidiaries. The term “Agent-Related Person” means the Agent, together with its Affiliates, and the officers, directors, employees, agents, advisors, auditors and attorneys-in-fact of such Persons; provided, however, that no No Agent-Related Person shall have any liability to any Lender, and Loan Party or any of their respective Affiliates if any request for a Loan, Letter of Credit or other extension of credit was not authorized by the applicable Borrower. Agent shall not be an Affiliate required to take any action that, in its opinion or in the opinion of Borrowerits counsel, may expose it to liability or that is contrary to any Loan Document or applicable law or regulation.

Liability of Agent. Except as otherwise provided herein, no “Agent-Related Person” (as defined below) shall (a) be liable for any action taken or omitted to be taken by any of them under or in connection with this Agreement or any other Financing Document or the transactions contemplated hereby (except for its own gross negligence or willful misconduct in connection with its duties expressly set forth herein), or (b) be responsible in any manner to any Lender or participant for any recital, statement, representation or warranty made by any Credit Party or any officer thereof, contained herein or in any other Financing Document, or in any certificate, report, statement or other document referred to or provided for in, or received by Agent under or in connection with, this Agreement or any other Financing Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Financing Document, or for any failure of any Credit Party or any other party to any Financing Document to perform its obligations hereunder or thereunder. No Agent-Related Person shall be under any obligation to any Lender or participant to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Financing Document, or to inspect the Collateral, other properties or books or records of any Credit Party or any Affiliate thereof. The term “Agent-Related Person” means the Agent, together with its Affiliates, and the officers, directors, employees, agents, advisors, auditors and attorneys-in-fact of such Persons; provided, however, that no Agent-Related Person shall be an Affiliate of Borrower.