Common use of Liability of Agents Clause in Contracts

Liability of Agents. No Agent-Related Person shall (a) be liable for any action taken or omitted to be taken by any of them under or in connection with this Credit Agreement or any other Credit 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 the Borrower or any officer thereof, contained herein or in any other Credit Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Credit Agreement or any other Credit Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Credit Agreement or any other Credit Document, or for any failure of the Borrower or any other party to any Credit 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 Credit Agreement or any other Credit Document, or to inspect the properties, books or records of the Borrower or any Affiliate thereof.

Liability of Agents. No Agent-Related Person shall (a) be liable for any action taken or omitted to be taken by any of them under or in connection with this Credit Agreement or any other Credit Loan 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 the Borrower any Loan Party or any officer thereof, contained herein or in any other Credit Loan Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative any Agent under or in connection with, this Credit Agreement or any other Credit Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Credit Agreement or any other Credit Loan Document, or for any failure of the Borrower any Loan Party or any other party to any Credit 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 Credit Agreement or any other Credit Loan Document, or to inspect the properties, books or records of the Borrower any Loan Party or any Affiliate thereof.

Liability of Agents. No None of Agent-Related Person Persons shall (a) be liable for any action taken or omitted to be taken by any of them under or in connection with this Credit Agreement or any other Credit 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 Banks for any recital, statement, representation or warranty made by the Borrower or any Subsidiary or Affiliate of the Borrower, or any officer thereof, contained herein in this Agreement or in any other Credit Loan Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent Agents under or in connection with, this Credit Agreement or any other Credit Loan Document, or for the value of or title to any Collateral, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Credit Agreement or any other Credit Loan Document, or for any failure of the Borrower or any other party to any Credit Loan 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 Credit Agreement or any other Credit Loan Document, or to inspect the properties, books or records of the Borrower or any Affiliate thereofof the Borrower’s Subsidiaries or Affiliates.

Liability of Agents. No Agent-Related Person shall (a) be liable for any action taken or omitted to be taken by any of them under or in connection with this Credit Agreement or any other Credit Loan 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 of the Banks or participant for any recital, statement, representation or warranty made by the Borrower any Credit Party or any officer thereof, contained herein or in any other Credit Loan Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Credit Agreement or any other Credit Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Credit Agreement or any other Credit Loan Document, or for any failure of the Borrower any Credit Party or any other party to any Credit Loan Document to perform its obligations hereunder or thereunder. No Agent-Related Person shall be under any obligation to any Lender Bank or participant Participant to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Credit Agreement or any other Credit Loan Document, or to inspect the properties, books or records of the Borrower any Credit Party or any Affiliate thereof.

Liability of Agents. No Agent-Related Person shall (a) be liable for any action taken or omitted to be taken by any of them under or in connection with this Credit Agreement or any other Credit Loan 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 Party or participant for any recital, statement, representation or warranty made by the Borrower any Loan Party or any officer thereof, contained herein or in any other Credit Loan Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative any Agent under or in connection with, this Credit Agreement or any other Credit Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Credit Agreement or any other Credit Loan Document, or for any failure of the Borrower any Loan Party or any other party to any Credit Loan Document to perform its obligations hereunder or thereunder. No Agent-Related Person shall be under any obligation to any Lender Party or participant to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Credit Agreement or any other Credit Loan Document, or to inspect the properties, books or records of the Borrower any Loan Party or any Affiliate thereof.

Liability of Agents. No Agent-Related Person shall (a) be liable for any action taken or omitted to be taken by any of them under or in connection with this Credit Agreement or any other Credit 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 the Borrower any Credit Party or any officer thereof, contained herein or in any other Credit Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative any Agent under or in connection with, this Credit Agreement or any other Credit Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Credit Agreement or any other Credit Document, or for any failure of the Borrower any Credit Party or any other party to any Credit 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 Credit Agreement or any other Credit Document, or to inspect the properties, books or records of the Borrower any Credit Party or any Affiliate thereof.

Liability of Agents. No Agent-Related Person shall (a) be liable for any action taken or omitted to be taken by any of them under or in connection with this Credit Agreement or any other Credit Transaction 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 for any recital, statement, representation or warranty made by the Borrower SPV, the Originator or the Servicer, or any officer thereof, contained herein in this Agreement or in any other Credit Transaction Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative any Agent under or in connection with, this Credit Agreement or any other Credit Transaction Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Credit Agreement or any other Credit Transaction Document, or for any failure of the Borrower SPV, the Originator, the Servicer or any other party to any Credit Transaction 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 Credit Agreement or any other Credit Transaction Document, or to inspect the properties, books or records of the Borrower SPV, the Originator or the Servicer or any Affiliate thereofof their respective Affiliates.

Liability of Agents. No Agent-Related Person shall (a) be liable to any Lender for any action taken or omitted to be taken by any of them under or in connection with this Credit Agreement or any other Credit Loan 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 the Borrower any Loan Party or any officer thereof, contained herein or in any other Credit Loan Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative any Agent under or in connection with, this Credit Agreement or any other Credit Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Credit Agreement or any other Credit Loan Document, or for any failure of the Borrower any Loan Party or any other party to any Credit 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 Credit Agreement or any other Credit Loan Document, or to inspect the properties, books or records of the Borrower any Loan Party or any Affiliate thereof.

Liability of Agents. No None of the Agent-Related Person Persons shall (a) be liable for any action taken or omitted to be taken by any of them under or in connection with this Credit Agreement or any other Credit 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 Banks for any recital, statement, representation or warranty made by the Borrower Company or any Subsidiary or Affiliate of the Company, or any officer thereof, contained herein in this Agreement or in any other Credit Loan Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Credit Agreement or any other Credit Loan Document, or for the value of any Collateral or the validity, effectiveness, genuineness, enforceability or sufficiency of this Credit Agreement or any other Credit Loan Document, or for any failure of the Borrower Company or any other party to any Credit Loan 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 Credit Agreement or any other Credit Loan Document, or to inspect the propertiesProperties, books or records of the Borrower Company or any Affiliate thereofof the Company's Subsidiaries or Affiliates.

Liability of Agents. No Agent-Related Person shall (a) be liable for any action taken or omitted to be taken by any of them under or in connection with this Credit Agreement or any other Credit Loan 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 the Borrower any Loan Party or any of their Subsidiaries or any officer thereof, contained herein or in any other Credit Loan Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Credit Agreement or any other Credit Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Credit Agreement or any other Credit Loan Document, or for any failure of the Borrower any Restricted Company or any other party to any Credit 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 Credit Agreement or any other Credit Loan Document, or to inspect the properties, books or records of the Borrower any Loan Party or any of their Subsidiaries or any Affiliate thereof.

Liability of Agents. No Agent-Related Person shall (a) be liable for any action taken or omitted to be taken by any of them Agent-Related Person under or in connection with this Credit Agreement or any other Credit 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 Bank or participant for any recital, statement, representation or warranty made by the Borrower any Obligor or any officer thereof, contained herein or in any other Credit Financing Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative any Agent under or in connection with, this Credit Agreement or any other Credit Financing Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Credit Agreement or any other Credit Financing Document, or for any failure of the Borrower any Obligor or any other party to any Credit Financing Document to perform its obligations hereunder or thereunder. No Agent-Related Person shall be under any obligation to any Lender Bank or participant to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Credit Agreement or any other Credit Financing Document, or to inspect the properties, books or records of the Borrower any Obligor or any Affiliate thereof.

Liability of Agents. No Agent-Related Person shall (a) be liable for any action taken or omitted to be taken by any of them under or in connection with this Credit Agreement or any other Credit Loan 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 the Borrower any Loan Party or any officer thereof, contained herein or in any other Credit Loan Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Credit Agreement or any other Credit Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Credit Agreement or any other Credit Loan Document, or for any failure of the Borrower any Loan Party or any other party to any Credit 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 Credit Agreement or any other Credit Loan Document, or to inspect the properties, books or records of the Borrower any Loan Party or any Affiliate thereof.

Liability of Agents. No None of the Agent-Related Person Persons shall (ai) be liable for any action taken or omitted to be taken by any of them under or in connection with this Credit Agreement or any other Credit 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 Banks for any recital, statement, representation or warranty made by the Borrower Company or any Affiliate of the Company, or any officer thereof, contained herein in this Agreement or in any other Credit Loan Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative any Agent under or in connection with, this Credit Agreement or any other Credit Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Credit Agreement or any other Credit Loan Document, or for any failure of the Borrower Company or any other party to any Credit Loan 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 Credit Agreement or any other Credit Loan Document, or to inspect the properties, books or records of the Borrower Company or any Affiliate thereofof the Company's Subsidiaries or Affiliates.

Liability of Agents. No None of the Agent-Related Person Persons shall (ai) be liable for any action taken or omitted to be taken by any of them under or in connection with this Credit Agreement or any other Credit Document Note or the transactions contemplated hereby (except for its their own gross negligence or willful misconduct in connection with its duties expressly set forth hereinwilful misconduct), 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 Borrower Company or any Subsidiary or Affiliate of the Company, or any officer thereof, contained herein or in any other Credit Document, this Agreement or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent Agents under or in connection with, this Credit Agreement or any other Credit Documentsuch certificate, report, statement or other document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Credit Agreement or any other Credit Documentsuch certificate, report, statement or other document, or for any failure of the Borrower or any other party to any Credit Document Company to perform its obligations hereunder or thereunder. No The Agents and any Agent-Related Person Persons shall not 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 any conditions of, this Credit Agreement or any other Credit Documentsuch certificate, report, statement or other document, or to inspect the properties, books or records of the Borrower Company or any Affiliate thereofof the Company's Subsidiaries or Affiliates.

Liability of Agents. No Agent-Related Person shall (a) be liable for any action taken or omitted to be taken by any of them under or in connection with this Credit Agreement or any other Credit Loan 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 the Borrower any Loan Party or any officer thereof, contained herein or in any other Credit Loan Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative any Agent under or in connection with, this Credit Agreement or any other Credit Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Credit Agreement or any other Credit Loan Document, or for any failure of the Borrower any Loan Party or any other party to any Credit 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 Credit Agreement or any other Credit Loan Document, or to inspect the properties, books or records of the Borrower any Loan Party or any Affiliate thereof.. 9.04

Liability of Agents. No Agent-None of the Agent Related Person Persons shall (a) be liable for any action taken or omitted to be taken by any of them under or in connection with this Credit Agreement or any other Credit 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 the Borrower any Credit Party or any of its Subsidiaries or Affiliates, or any officer or director thereof, contained herein in this Agreement or in any other Credit Loan Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent Agents under or in connection with, this Credit Agreement or any other Credit Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Credit Agreement or any other Credit Loan Document, or for any failure of the Borrower any Credit Party or its Subsidiaries or any other party to any Credit Loan Document to perform its obligations hereunder or thereunder. No Agent-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 Credit Agreement or any other Credit Loan Document, or to inspect the properties, books and records or records properties of the Borrower any Credit Party or any Affiliate thereofits Subsidiaries.

Liability of Agents. No Agent-Related Person shall (a) be liable for any action taken or omitted to be taken by any of them under or in connection with this Credit Agreement or any other Credit 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 the Borrower any Credit Party or any officer thereof, contained herein or in any other Credit Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative any Agent under or in connection with, this Credit Agreement or any other Credit Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Credit Agreement or any other Credit Document, or for any failure of the Borrower any Credit Party or any other party to any Credit 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 Credit Agreement or any other Credit Document, or to inspect the propertiesFacilities, books or records of the Borrower any Credit Party or any Affiliate thereof.

Liability of Agents. No Agent-Related Person shall be (a) be liable for any action taken or omitted to be taken by any of them under or in connection with this Credit Agreement or any other Credit 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 the Borrower any Credit Party or any officer thereof, contained herein or in any other Credit Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative any Agent under or in connection with, this Credit Agreement or any other Credit Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Credit Agreement or any other Credit Document, or for any failure of the Borrower any Credit Party or any other party to any Credit 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 Credit Agreement or any other Credit Document, or to inspect the properties, books or records of the Borrower any Credit Party or any Affiliate thereof.

Liability of Agents. No Agent-Related Person shall (ai) be liable for any action taken or omitted to be taken by any of them under or in connection with this Credit Agreement or any other Credit Revolving 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 Subsidiary or Affiliate of the Borrower, or any officer thereof, contained herein in this Agreement or in any other Credit Revolving Loan Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent Agents under or in connection with, this Credit Agreement or any other Credit Revolving Loan Document, or for the value of any Collateral or the validity, effectiveness, genuineness, enforceability or sufficiency of this Credit Agreement or any other Credit Revolving Loan Document, or for any failure of the Borrower or any other party to any Credit Revolving 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 Credit Agreement or any other Credit Revolving Loan Document, or to inspect the propertiesProperties, books or records of the Borrower or any Affiliate thereofof the Borrower's Subsidiaries or Affiliates.

Liability of Agents. No Agent-Related Person shall (a) be liable for any action taken or omitted to be taken by any of them under or in connection with this Credit Agreement or any other Credit Transaction 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 SPV, NSC, the Originator or the Servicer, or any officer thereof, contained herein in this Agreement or in any other Credit Transaction Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative any Agent under or in connection with, this Credit Agreement or any other Credit Transaction Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Credit Agreement or any other Credit Transaction Document, or for any failure of the Borrower SPV, NSC, the Originator, the Servicer or any other party to any Credit Transaction Document to perform its obligations hereunder or thereunder. No Agent-Related Person shall be under any obligation to any Lender or participant Investor to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Credit Agreement or any other Credit Transaction Document, or to inspect the properties, books or records of the Borrower SPV, NSC, the Originator or the Servicer or any Affiliate thereofof their respective Affiliates.

Liability of Agents. No None of the Agent-Related Person Persons shall (ai) be liable for any action taken or omitted to be taken by any of them under or in connection with this Credit Agreement or any other Credit 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 Subsidiary or Affiliate of Borrower, or any officer or director thereof, contained herein in this Agreement or in any other Credit Loan Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative an Agent under or in connection with, this Credit Agreement or any other Credit Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Credit Agreement or any other Credit Loan Document, or for any failure of the Borrower or any other party to any Credit 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 Credit Agreement or any other Credit Loan Document, or to inspect the properties, books or records of the Borrower or any Affiliate thereofof Borrower's Subsidiaries or Affiliates.

Liability of Agents. No Agent-Related Person shall (ai) be liable for any ------------------- action taken or omitted to be taken by any of them under or in connection with this Credit Agreement or any other Credit 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 subsidiary or affiliate of the Borrower, or any officer thereof, contained herein in this Agreement or in any other Credit Loan Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative an Agent under or in connection with, this Credit Agreement or any other Credit Loan Document, or for the value of or title to any Collateral, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Credit Agreement or any other Credit Loan Document, or for any failure of the Borrower or any other party to any Credit 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 Credit Agreement or any other Credit Loan Document, or to inspect the properties, books or records of the Borrower or any Affiliate thereofof the Borrower's Subsidiaries or affiliates.

Liability of Agents. No None of the Agent-Related Person Persons shall (ai) be liable for any action taken or omitted to be taken by any of them under or in connection with this Credit Agreement or any other Credit 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 Banks for any recital, statement, representation or warranty made by the Borrower Company or any Subsidiary or Affiliate of the Company, or any officer thereof, contained herein in this Agreement or in any other Credit Loan Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative either Agent under or in connection with, this Credit Agreement or any other Credit Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Credit Agreement or any other Credit Loan Document, or for any failure of the Borrower Company or any other party to any Credit Loan 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 Credit Agreement or any other Credit Loan Document, or to inspect the properties, books or records of the Borrower Company or any Affiliate thereofof the Company's Subsidiaries or Affiliates.

Liability of Agents. No Agent-Related Person shall (a) be liable for any action taken or omitted to be taken by any of them under or in connection with this Credit Agreement or any other Credit Loan 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 the Borrower any Credit Party or any officer thereof, contained herein or in any other Credit Loan Document, or in any certificate, report, statement or other 115 document referred to or provided for in, or received by the Administrative Agent Agents under or in connection with, this Credit Agreement or any other Credit Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Credit Agreement or any other Credit Loan Document, or for any failure of the Borrower any Credit Party or any other party to any Credit 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 Credit Agreement or any other Credit Loan Document, or to inspect the properties, books or records of the Borrower any Credit Party or any Affiliate thereof.

Liability of Agents. No None of the Agent-Related Person Persons shall (ai) be liable for any action taken or omitted to be taken by any of them under or in connection with this Credit Agreement or any other Credit 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 any Loan Party or any Subsidiary or Affiliate of such Loan Party, or any officer thereof, contained herein in this Agreement or in any other Credit Loan Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative either Agent under or in connection with, this Credit Agreement or any other Credit Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Credit Agreement or any other Credit Loan Document, or for any failure of the Borrower any Loan Party or any other party to any Credit 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 Credit Agreement or any other Credit Loan Document, or to inspect any of the properties, books or records of any of the Borrower Loan Parties or any Affiliate thereofof the Subsidiaries or Affiliates of any of the Loan Parties.

Liability of Agents. No Agent-Related Person shall (a) be liable for any action taken or omitted to be taken by any of them under or in connection with this Credit Agreement or any other Credit 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 the Borrower any Credit Party or any officer thereof, contained herein or in any other Credit Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative an Agent under or in connection with, this Credit Agreement or any other Credit Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Credit Agreement or any other Credit Document, or for any failure of the Borrower any Credit Party or any other party to any Credit 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 Credit Agreement or any other Credit Document, or to inspect the properties, books or records of the Borrower any Credit Party or any Affiliate thereof.

Liability of Agents. No None of the Agent-Related Person Persons shall (ai) be liable for any action taken or omitted to be taken by any of them under or in connection with this Credit Agreement or any other Credit 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 Subsidiary or Affiliate of the Borrower, or any officer thereof, contained herein in this Agreement or in any other Credit Loan Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent Agents under or in connection with, this Credit Agreement or any other Credit Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Credit Agreement or any other Credit Loan Document, or for any failure of the Borrower or any other party to any Credit 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 Credit Agreement or any other Credit Loan Document, or to inspect the properties, books or records of the Borrower or any Affiliate thereofof the Borrower's Subsidiaries or Affiliates.

Liability of Agents. No Agent-Related Person shall (a) be liable for any action taken or omitted to be taken by any of them under or in connection with this Credit Agreement or any other Credit Transaction 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 for any recital, statement, representation or warranty made by the Borrower any SPV, Originator or Servicer, or any officer thereof, contained herein in this Agreement or in any other Credit Transaction Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative any Agent under or in connection with, this Credit Agreement or any other Credit Transaction Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Credit Agreement or any other Credit Transaction Document, or for any failure of the Borrower any SPV, Originator, Servicer or any other party to any Credit Transaction 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 Credit Agreement or any other Credit Transaction Document, or to inspect the properties, books or records of the Borrower any SPV, Originator or Servicer or any Affiliate thereofof their respective Affiliates.

Liability of Agents. No None of the Agent-Related Person Persons shall (ai) be liable for any action taken or omitted to be taken by any of them under or in connection with this Credit Agreement or any other Credit Loan Document or the transactions contemplated hereby (except for its own gross negligence or willful misconduct in connection with its duties expressly set forth herein), misconduct) or (bii) be responsible in any manner to any Lender or participant for any recital, statement, representation or warranty made by the Borrower Company or any Subsidiary or Affiliate of the Company, or any officer thereof, contained herein or in this Agreement, any other Credit Document, Loan Document or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent any Agent-Related Person under or in connection with, this Credit Agreement or any other Credit Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Credit Agreement or any other Credit Loan Document, or for any failure of the either Borrower or any other party to any Credit Document hereto to perform its obligations hereunder or thereunderhereunder. 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 Credit Agreement or any other Credit Loan Document, or to inspect the properties, books or records of the Borrower Company or any Affiliate thereofof the Company’s Subsidiaries or Affiliates.

Liability of Agents. No Agent-Related Person shall (a) be liable for any action taken or omitted to be taken by any of them under or in connection with this Credit Agreement or any other Credit Loan 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 the Borrower Company or any of its Subsidiaries or any officer thereof, contained herein or in any other Credit Loan Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Credit Agreement or any other Credit Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Credit Agreement or any other Credit Loan Document, or for any failure of the Borrower any Restricted Company or any other party to any Credit 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 Credit Agreement or any other Credit Loan Document, or to inspect the properties, books or records of the Borrower Company or any of its Subsidiaries or any Affiliate thereof.

Liability of Agents. No None of the Agent-Related Person Persons shall (ai) be liable for any action taken or omitted to be taken by any of them under or in connection with this Credit Agreement or any other Credit Document or the transactions contemplated hereby (except for its own gross negligence or willful misconduct in connection with its duties expressly set forth herein), misconduct) 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 Borrower an Investment Company or Fund or any officer thereof, or agent thereof contained herein in this Agreement or in any other Credit Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent or the Operations Agent, as the case may be, under or in connection with, this Credit Agreement or any other Credit Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Credit Agreement or any other Credit Document, or for any failure of the Borrower an Investment Company or Fund or any other party to any Credit 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, in or conditions of, of this Credit Agreement or any other Credit Document, Document or to inspect the properties, books or records of the Borrower an Investment Company or any Affiliate thereofFund.

Liability of Agents. No None of the Agent-Related Person Persons shall (a) be liable for any action taken or omitted to be taken by any of them under or in connection with this Credit Agreement or any other Credit 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 the any Borrower or any of its Subsidiaries or Affiliates, or any officer or director thereof, contained herein in this Agreement or in any other Credit Loan Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative any Agent under or in connection with, this Credit Agreement or any other Credit Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Credit Agreement or any other Credit Loan Document, or for any failure of the any Borrower or its Subsidiaries or any other party to any Credit 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 Credit Agreement or any other Credit Loan Document, or to inspect the properties, books and records or records properties of the any Borrower or any Affiliate thereofits Subsidiaries.

Liability of Agents. No Agent-Related Person shall (a) be liable for any action taken or omitted to be taken by any of them under or in connection with this Credit Agreement or any other Credit Loan 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 the Borrower any Loan Party or any officer thereof, contained herein or in any other Credit Loan Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Credit Agreement or any other Credit Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Credit Agreement or any other Credit Loan Document, or for any failure of the Borrower any Loan Party or any other party to any Credit Loan Document to perform its obligations hereunder or thereunder. No Agent-Related Person shall be under any obligation to any Lender or participant to 125 ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Credit Agreement or any other Credit Loan Document, or to inspect the properties, books or records of the Borrower any Loan Party or any Affiliate thereof.

Liability of Agents. No Agent-Related Person shall (a) be liable for any action taken or omitted to be taken by any of them under or in connection with this Credit Agreement or any other Credit Loan 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 of the Banks or participant for any recital, statement, representation or warranty made by the Borrower any Credit Party or any officer thereof, contained herein or in any other Credit Loan Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Credit Agreement or any other Credit Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Credit Agreement or any other Credit Loan Document, or for any failure of the Borrower any Credit Party or any other party to any Credit Loan Document to perform its obligations hereunder or thereunder. No Agent-Related Person shall be under any obligation to any Lender Bank or participant Participant to ascertain or to inquire as to the observance or performance of any of the agreements contained 121 in, or conditions of, this Credit Agreement or any other Credit Loan Document, or to inspect the properties, books or records of the Borrower any Credit Party or any Affiliate thereof.

Liability of Agents. No None of the Agent-Related Person Persons shall (ai) be liable for any action taken or omitted to be taken by any of them under or in connection with this Credit Agreement or any other Credit Document or the transactions contemplated hereby (except for its such Person's own gross negligence or willful misconduct in connection with its duties expressly set forth herein), misconduct) 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 Borrower Company or a Fund or any officer thereof, or agent thereof contained herein in this Agreement or in any other Credit Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative either Agent under or in connection with, this Credit Agreement or any other Credit Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Credit Agreement or any other Credit Document, or for any failure of the Borrower Company or a Fund or any other party to any Credit 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, in or conditions of, of this Credit Agreement or any other Credit Document, Document or to inspect the properties, books or records of the Borrower Company or any Affiliate thereofa Fund.

Liability of Agents. No AgentNone of the Agents-Related Person Persons shall (ai) be liable for any action taken or omitted to be taken by any of them under or in connection with this Credit Agreement or any other Credit 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 Subsidiary or Affiliate of Borrower, or any officer or director thereof, contained herein in this Agreement or in any other Credit Loan Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative any Agent under or in connection with, this Credit Agreement or any other Credit Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Credit Agreement or any other Credit Loan Document, or for any failure of the Borrower or any other party to any Credit Loan Document to perform its obligations hereunder or thereunder. No AgentAgents-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 Credit Agreement or any other Credit Loan Document, or to inspect the properties, Books or properties of Borrower or the books or records or properties of the Borrower any of Borrower’s Subsidiaries or any Affiliate thereofAffiliates.

Liability of Agents. No None of the Agent-Related Person Persons shall ------------------- (a) be liable for any action taken or omitted to be taken by any of them under or in connection with this Credit Agreement or any other Credit 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 the Borrower or any Affiliate of the Borrower, or any officer thereof, contained herein in this Agreement or in any other Credit Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Credit Agreement or any other Credit Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Credit Agreement or any other Credit Document, or for any failure of the Borrower or any other party to any Credit 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 Credit Agreement or any other Credit Document, or to inspect the properties, books or records of the Borrower or any Affiliate thereofBorrower.

Liability of Agents. No Agent-Related Person None of the Agents nor any of their directors, officers, employees or agents shall (ai) be liable for any action taken or omitted to be taken by any of them under or in connection with this Credit Agreement or any other Credit 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 Company or any Subsidiary or Affiliate of the Company, or any officer thereof, contained herein in this Agreement or in any other Credit Loan Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative such Agent under or in connection with, this Credit Agreement or any other Credit Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Credit Agreement or any other Credit Loan Document, or for any failure of the Borrower Company or any other party to any Credit Loan Document to perform its obligations hereunder or thereunder. No Agent-Related Person The Agents shall not 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 Credit Agreement or any other Credit Loan Document, or to inspect the properties, books or records of the Borrower Company or any Affiliate thereofof the Company’s Subsidiaries or Affiliates.

Liability of Agents. No Agent-None of the Agent Related Person Persons shall (a) be liable for any action taken or omitted to be taken by any of them under or in connection with this Credit Agreement or any other Credit 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 the any Borrower or any Subsidiary or Affiliate of any Borrower, or any officer or director thereof, contained herein in this Agreement or in any other Credit Loan Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative any Agent under or in connection with, this Credit Agreement or any other Credit Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Credit Agreement or any other Credit Loan Document, or for any failure of the any Borrower or any other party to any Credit Loan Document to perform its obligations hereunder or thereunder. No Agent-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 Credit Agreement or any other Credit Loan Document, or to inspect the properties, books and records or properties of Borrowers or the books or records or properties of the Borrower any of Borrowers’ Subsidiaries or any Affiliate thereofAffiliates.

Liability of Agents. No None of the Agent-Related Person Persons shall (ai) be liable for any action taken or omitted to be taken by any of them under or in connection with this Credit Agreement or any other Credit 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 Company or any Subsidiary or Affiliate of the Company, or any officer thereof, contained herein in this Agreement or in any other Credit Loan Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative any Agent under or in connection with, this Credit Agreement or any other Credit Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Credit Agreement or any other Credit Loan Document, or for any failure of the Company or either Borrower or any other party to any Credit 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 Credit Agreement or any other Credit Loan Document, or to inspect the properties, books or records of the Borrower Company or any Affiliate thereofof the Company's Subsidiaries or Affiliates.

Liability of Agents. No Agent-Related Person shall (a) be liable for any action taken or omitted to be taken by any of them under or in connection with this Credit Agreement or any other Credit Loan 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 the Borrower any Loan Party or any officer thereof, contained herein or in any other Credit Loan Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative either Agent under or in connection with, this Credit Agreement or any other Credit Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Credit Agreement or any other Credit Loan Document, or for any failure of the Borrower any Loan Party or any other party to any Credit 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 Credit Agreement or any other Credit Loan Document, or to inspect the properties, books or records of the Borrower any Loan Party or any Affiliate thereof.

Liability of Agents. No None of the Agent-Related Person Persons shall (ai) be ------------------- liable for any action taken or omitted to be taken by any of them under or in connection with this Credit Agreement or any other Credit 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 Subsidiary or Affiliate of the Borrower, or any officer thereof, contained herein in this Agreement or in any other Credit Loan Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent Agents under or in connection with, this Credit Agreement or any other Credit Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Credit Agreement or any other Credit Loan Document, or for any failure of the Borrower or any other party to any Credit 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 Credit Agreement or any other Credit Loan Document, or to inspect the properties, books or records of the Borrower or any Affiliate thereofof the Borrower's Subsidiaries or Affiliates.

Liability of Agents. No None of the Agent-Related Person Persons shall (a) be liable for any action taken or omitted to be taken by any of them under or in connection with this Credit Agreement or any other Credit 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 the Borrower Company or any Subsidiary or Affiliate of the Company, or any officer thereof, contained herein in this Agreement or in any other Credit Document, Loan Document or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative any Agent under or in connection with, this Credit Agreement or any other Credit Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Credit Agreement or any other Credit Loan Document, or for any failure of the Borrower Company or any other party to any Credit Loan Document to perform its obligations hereunder or thereunderunder such Loan Document. 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 Credit Agreement or any other Credit Loan Document, or to inspect the properties, books or records of the Borrower Company or any Affiliate thereofof the Company's Subsidiaries or Affiliates.

Liability of Agents. No None of the Agent-Related Person Persons shall (a) be liable for any action taken or omitted to be taken by any of them under or in connection with this Credit Agreement or any other Credit 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 the Borrower or any of its Subsidiaries or Affiliates, or any officer or director thereof, contained herein in this Agreement or in any other Credit Loan Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative any Agent under or in connection with, this Credit Agreement or any other Credit Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Credit Agreement or any other Credit Loan Document, or for any failure of the Borrower or its Subsidiaries or any other party to any Credit 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 Credit Agreement or any other Credit Loan Document, or to inspect the properties, books and records or records properties of the Borrower or any Affiliate thereofits Subsidiaries.