Common use of Liability of the Administrative Agent Clause in Contracts

Liability of the Administrative Agent. 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 Agreement or any other Loan Document or the transactions contemplated hereby (except for its own gross negligence or willful misconduct, as determined by the final nonappealable judgment of a court of competent jurisdiction, 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 Loan Party or any officer thereof, contained herein or in any other 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 Agreement or any other Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document, or the perfection or priority of any Lien or security interest created or purported to be created under the Collateral Documents, or for any failure of any Loan Party or any other party to any 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 Loan Document, or to inspect the properties, books or records of any Loan Party or any Affiliate thereof. The Administrative Agent shall not be responsible or liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Administrative Agent has been advised of the likelihood of such loss or damage and regardless of the form of action. In no event shall the Administrative Agent be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, future changes in applicable law or regulation, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that the Administrative Agent shall use reasonable efforts consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.

Liability of the Administrative Agent. No None of the Administrative Agent or any Agent-Related Person shall (a) be liable to any Lender for any action taken or omitted to be taken by any of it or them under or in connection with this Agreement or any and the other Loan Document or the transactions contemplated hereby (Documents, except for its own gross negligence or willful misconduct. Without limiting the generality of the foregoing, the Administrative Agent: (a) may treat a Bank as determined by such until the final nonappealable judgment of Administrative Agent receives an executed Assignment Agreement entered into between a court of competent jurisdiction, in connection with its duties expressly set forth herein), or Bank and an Eligible Assignee pursuant to Section 12.1 hereof; (b) be responsible in any manner to any Lender or Participant may consult with legal counsel (including counsel for any recitalBorrower), statement, representation independent public accountants and other experts or warranty made consultants selected by it; (c) shall not be liable for any Loan Party action taken or any officer thereof, contained herein or omitted to be taken in any other Loan Document, or in any certificate, report, statement or other document referred to or provided for in, or received good faith by the Administrative Agent under in accordance with the advice of counsel, accountants, consultants or experts; (d) shall make no warranty or representation to any Bank and shall not be responsible to any Bank for any recitals, statements, warranties or representations, whether written or oral, made in or in connection with, with this Agreement or any the other Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or Documents; (e) shall not have any other Loan Document, or the perfection or priority of any Lien or security interest created or purported to be created under the Collateral Documents, or for any failure of any Loan Party or any other party to any Loan Document to perform its obligations hereunder or thereunder. No Agent-Related Person shall be under any obligation to any Lender or Participant duty to ascertain or to inquire as to the performance or observance or performance of any of the agreements contained interms, obligations, covenants or conditions ofof this Agreement on the part of any Borrower or to inspect the property (including, without limitation, any books and records) of any Borrower; (f) shall not be responsible to any Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Loan DocumentDocument or other support or security (including the validity, priority or perfection of any Lien), or to inspect any other document furnished in connection with any of the properties, books foregoing; and (g) shall incur no liability under or records in respect of any Loan Party this Agreement or any Affiliate thereof. The Administrative Agent shall not be responsible other Loan Document by action upon any written notice, statement, certificate, order, telephone message, facsimile or liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether other document which the Administrative Agent has believes in good faith to be genuine and correct and to have been advised of signed, sent or made by the likelihood of such loss or damage and regardless of the form of action. In no event shall the Administrative Agent be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, future changes in applicable law or regulation, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that the Administrative Agent shall use reasonable efforts consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstancesproper Person.

Liability of the Administrative Agent. No Agent-Related Person Neither the Administrative Agent nor any of its directors, officers, agents, trustees, investment managers, servicers or employees shall (a) be liable to any Lender for any action taken or omitted to be not taken by any of them under or it in connection with this Agreement or any other Loan Document or the transactions contemplated hereby (Transaction Documents, except for that the Administrative Agent shall be liable with respect to its specific duties set forth hereunder but only to the extent of its own gross negligence or willful misconduct, misconduct in the discharge thereof as determined by the a final nonappealable non-appealable judgment of a court of competent jurisdiction. Neither the Administrative Agent nor any of its directors, officers, agents, trustees, investment managers, servicers or employees shall be responsible for or have any duty to ascertain, inquire into or verify (a) any statement, warranty or representation made in connection with its duties expressly set forth herein), any Transaction Document or any borrowing hereunder; (b) be responsible the performance or observance of any of the covenants or agreements specified in any manner to Transaction Document; (c) the satisfaction of any Lender or Participant for any recital, statement, representation or warranty made by any Loan Party or any officer thereof, contained herein or condition specified in any other Loan Transaction 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 Agreement or any other Loan Document, or ; (d) the validity, effectiveness, genuineness, enforceability sufficiency or sufficiency genuineness of this Agreement or any other Loan Transaction Document, or the perfection or priority of any Lien or security interest created or purported to be created under the Collateral Documents, or for any failure of any Loan Party perfected thereby or any other party instrument or writing furnished in connection therewith; (e) the existence or non-existence of any Event of Default or Potential Event of Default; or (f) the financial condition of any Credit Party. The Administrative Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, statement, or other writing (which may be a bank wire, facsimile or electronic transmission or similar writing) believed by it to any 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 genuine or to inquire as to be signed by the observance proper party or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of any Loan Party or any Affiliate thereofparties. The Administrative Agent shall not be responsible or liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Administrative Agent has been advised of the likelihood of such loss or damage and regardless of the form of action. In no event shall the Administrative Agent be responsible or liable for any failure apportionment or delay distribution of payments made by it in good faith and if any such apportionment or distribution is subsequently determined to have been made in error the performance sole recourse of its obligations hereunder arising out any Lender to whom payment was due but not made, shall be to recover from other Lenders any payment in excess of or caused by, directly or indirectly, forces beyond its control, including without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, future changes in applicable law or regulation, the amount to which they are determined to be entitled (and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that the Administrative Agent shall use reasonable efforts consistent with accepted practices in the banking industry such other Lenders hereby agree to resume performance as soon as practicable under the circumstancesreturn to such Lender any such erroneous payments received by them). SECTION 11.06.

Liability of the Administrative Agent. No Agent-Related Person Neither the Administrative Agent nor any of its directors, officers, agents, or employees shall (a) be liable to any Lender or the LC Issuer for any action taken or omitted to be not taken by any of them under or it in connection with this Agreement or any other the Loan Document or Documents, except that the transactions contemplated hereby (except for Administrative Agent shall be liable with respect to its specific duties set forth hereunder, but only to the extent of its own gross negligence or willful misconduct, misconduct in the discharge thereof as determined by the a final nonappealable judgment of a court of competent jurisdiction. Neither the Administrative Agent nor any of its directors, officers, agents, or employees shall be responsible for or have any duty to ascertain, inquire into, or verify: (a) any statement, warranty, or representation made in connection with its duties expressly set forth herein), any Loan Document or any borrowing hereunder; (b) be responsible the performance or observance of any of the covenants or agreements specified in any manner to Loan Document; (c) the satisfaction of any Lender or Participant for any recital, statement, representation or warranty made by condition specified in any Loan Party or any officer thereof, contained herein or in any other 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 Agreement or any other Loan Document, or ; (d) the validity, effectiveness, genuinenesssufficiency, enforceability or sufficiency genuineness of this Agreement or any other Loan Document, or the perfection or priority of any Lien or security interest created or purported to be created under the Collateral Documentsor perfected thereby, or for any failure of any Loan Party or any other party instrument or writing furnished in connection therewith; (e) the existence or non-existence of any Default or Event of Default; or (f) the financial condition of any Credit Party. The Administrative Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, statement, or other writing (which may be a bank wire, telex, facsimile, or electronic transmission or similar writing) believed by it to any 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 genuine or to inquire as to be signed by the observance proper party or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of any Loan Party or any Affiliate thereofparties. The Administrative Agent shall not be responsible or liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Administrative Agent has been advised of the likelihood of such loss or damage and regardless of the form of action. In no event shall the Administrative Agent be responsible or liable for any failure apportionment or delay distribution of payments made by it in good faith and if any such apportionment or distribution is subsequently determined to have been made in error the performance sole recourse of its obligations hereunder arising out any Lender to whom payment was due but not made shall be to recover from the other Lenders any payment in excess of or caused by, directly or indirectly, forces beyond its control, including without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, future changes in applicable law or regulation, the amount to which they are determined to be entitled (and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that the Administrative Agent shall use reasonable efforts consistent with accepted practices in the banking industry such other Lenders hereby agree to resume performance as soon as practicable under the circumstances.return to such Lender any such erroneous payments received by them). 104 [Credit Agreement]

Liability of the Administrative Agent. No Agent-Related Person Neither the Administrative Agent nor any of its directors, officers, agents, trustees, investment managers, servicers or employees shall (a) be liable to any Lender for any action taken or omitted to be not taken by any of them under or it in connection with this Agreement or any other Loan Document or the transactions contemplated hereby (Transaction Documents, except for that the Administrative Agent shall be liable with respect to its specific duties set forth hereunder but only to the extent of its own gross negligence or willful misconduct, misconduct in the discharge thereof as determined by the a final nonappealable non-appealable judgment of a court of competent jurisdiction. Neither the Administrative Agent nor any of its directors, officers, agents, trustees, investment managers, servicers or employees shall be responsible for or have any duty to ascertain, inquire into or verify (a) any statement, warranty or representation made in connection with its duties expressly set forth herein), any Transaction Document or any borrowing hereunder; (b) be responsible the performance or observance of any of the covenants or agreements specified in any manner to Transaction Document; (c) the satisfaction of any Lender or Participant for any recital, statement, representation or warranty made by any Loan Party or any officer thereof, contained herein or condition specified in any other Loan Transaction 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 Agreement or any other Loan Document, or ; (d) the validity, effectiveness, genuineness, enforceability sufficiency or sufficiency genuineness of this Agreement or any other Loan Transaction Document, or the perfection or priority of any Lien or security interest created or purported to be created under the Collateral Documents, or for any failure of any Loan Party perfected thereby or any other party instrument or writing furnished in connection therewith; (e) the existence or non-existence of any Event of Default or Potential Event of Default; or (f) the financial condition of any Credit Party. The Administrative Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, statement, or other writing (which may be a bank wire, facsimile or electronic transmission or similar writing) believed by it to any 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 genuine or to inquire as to be signed by the observance proper party or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of any Loan Party or any Affiliate thereofparties. The Administrative Agent shall not be responsible or liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Administrative Agent has been advised of the likelihood of such loss or damage and regardless of the form of action. In no event shall the Administrative Agent be responsible or liable for any failure apportionment or delay distribution of payments made by it in good faith and if any such apportionment or distribution is subsequently determined to have been made in error the performance sole recourse of its obligations hereunder arising out any Lender to whom payment was due but not made, shall be to recover from other Lenders any payment in excess of or caused by, directly or indirectly, forces beyond its control, including without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, future changes in applicable law or regulation, the amount to which they are determined to be entitled (and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that the Administrative Agent shall use reasonable efforts consistent with accepted practices in the banking industry such other Lenders hereby agree to resume performance as soon as practicable under the circumstancesreturn to such Lender any such erroneous payments received by them).

Liability of the Administrative Agent. No Agent-Related 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 Agreement or any other Loan Document or the transactions contemplated hereby (except for its own gross negligence or willful misconduct, as determined by the final nonappealable judgment of a court of competent jurisdiction, 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 Loan Party or any officer thereof, contained herein or in any other 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 Agreement or any other Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document, or the perfection or priority of any Lien or security interest created or purported to be created under the Collateral Documents, or for any failure of any Loan Party or any other party to any Loan Document to perform its obligations hereunder or thereunder. No Agent-Related 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 Loan Document, or to inspect the properties, books or records of any Loan Party or any Affiliate thereof. The Administrative Agent shall not be responsible or liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Administrative Agent has been advised of the likelihood of such loss or damage and regardless of the form of action. In no event shall the Administrative Agent be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, future changes in applicable law or regulation, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that the Administrative Agent shall use reasonable efforts consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.

Liability of the Administrative Agent. No Agent-Related Person Neither the Administrative Agent nor any of its directors, officers, agents, trustees, investment managers, servicers or employees shall (a) be liable to any Lender for any action taken or omitted to be not taken by any of them under or it in connection with this Agreement or any other Loan Document or the transactions contemplated hereby (Transaction Documents, except for that the Administrative Agent shall be liable with respect to its specific duties set forth hereunder but only to the extent of its own gross negligence or willful misconduct, misconduct in the discharge thereof as determined by the a final nonappealable non-appealable judgment of a court of competent jurisdiction. Neither the Administrative Agent nor any of its directors, officers, agents, trustees, investment managers, servicers or employees shall be responsible for or have any duty to ascertain, inquire into or verify (a) any statement, warranty or representation made in connection with its duties expressly set forth herein), any Transaction Document or any borrowing hereunder; (b) be responsible the performance or observance of any of the covenants or agreements specified in any manner to Transaction Document; (c) the satisfaction of any Lender or Participant for any recital, statement, representation or warranty made by any Loan Party or any officer thereof, contained herein or condition specified in any other Loan Transaction 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 Agreement or any other Loan Document, or ; (d) the validity, effectiveness, genuineness, enforceability sufficiency or sufficiency genuineness of this Agreement or any other Loan Transaction Document, or the perfection or priority of any Lien or security interest created or purported to be created under the Collateral Documents, or for any failure of any Loan Party perfected thereby or any other party instrument or writing furnished in connection therewith; (e) the existence or non- existence of any Event of Default or Potential Event of Default; or (f) the financial condition of any Credit Party. The Administrative Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, statement, or other writing (which may be a bank wire, facsimile or electronic transmission or similar writing) believed by it to any 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 genuine or to inquire as to be signed by the observance proper party or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of any Loan Party or any Affiliate thereofparties. The Administrative Agent shall not be responsible or liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Administrative Agent has been advised of the likelihood of such loss or damage and regardless of the form of action. In no event shall the Administrative Agent be responsible or liable for any failure apportionment or delay distribution of payments made by it in good faith and if any such apportionment or distribution is subsequently determined to have been made in error the performance sole recourse of its obligations hereunder arising out any Lender to whom payment was due but not made, shall be to recover from other Lenders any payment in excess of or caused by, directly or indirectly, forces beyond its control, including without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, future changes in applicable law or regulation, the amount to which they are determined to be entitled (and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that the Administrative Agent shall use reasonable efforts consistent with accepted practices in the banking industry such other Lenders hereby agree to resume performance as soon as practicable under the circumstancesreturn to such Lender any such erroneous payments received by them). SECTION 11.06.

Liability of the Administrative Agent. No Agent-Related Person Neither the Administrative Agent nor any of its directors, officers, agents, or employees shall (a) be liable to any Lender or the LC Issuer for any action taken or omitted to be not taken by any of them under or it in connection with this Agreement or any other the Loan Document or Documents, except that the transactions contemplated hereby (except for Administrative Agent shall be liable with respect to its specific duties set forth hereunder, but only to the extent of its own gross negligence or willful misconduct, misconduct in the discharge thereof as determined by the a final nonappealable judgment of a court of competent jurisdiction. Neither the Administrative Agent nor any of its directors, officers, agents, or employees shall be responsible for or have any duty to ascertain, inquire into, or verify: (a) any statement, warranty, or representation made in connection with its duties expressly set forth herein), any Loan Document or any borrowing hereunder; (b) be responsible the performance or observance of any of the covenants or agreements specified in any manner to Loan Document; (c) the satisfaction of any Lender or Participant for any recital, statement, representation or warranty made by condition specified in any Loan Party or any officer thereof, contained herein or in any other 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 Agreement or any other Loan Document, or ; (d) the validity, effectiveness, genuinenesssufficiency, enforceability or sufficiency genuineness of this Agreement or any other Loan Document, or the perfection or priority of any Lien or security interest created or purported to be created under the Collateral Documentsor perfected thereby, or for any failure of any Loan Party or any other party instrument or writing furnished in connection therewith; (e) the existence or non-existence of any Default or Event of Default; or (f) the financial condition of any Restricted Person. The Administrative Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, statement, or other writing (which may be a bank wire, telex, facsimile, or electronic transmission or similar writing) believed by it to any 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 genuine or to inquire as to be signed by the observance proper party or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of any Loan Party or any Affiliate thereofparties. The Administrative Agent shall not be responsible or liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Administrative Agent has been advised of the likelihood of such loss or damage and regardless of the form of action. In no event shall the Administrative Agent be responsible or liable for any failure apportionment or delay distribution of payments made by it in good faith and if any such apportionment or distribution is subsequently determined to have been made in error, then the performance sole recourse of its obligations hereunder arising out any Lender to whom payment was due but not made shall be to recover from the other Lenders any payment in excess of or caused by, directly or indirectly, forces beyond its control, including without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, future changes in applicable law or regulation, the amount to which they are determined to be entitled (and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that the Administrative Agent shall use reasonable efforts consistent with accepted practices in the banking industry such other Lenders hereby agree to resume performance as soon as practicable under the circumstancesreturn to such Lender any such erroneous payments received by them).

Liability of the Administrative Agent. No Agent-Related Person Neither the Administrative Agent nor any of its directors, officers, agents, trustees, investment managers, servicers or employees shall (a) be liable to any Lender for any action taken or omitted to be not taken by any of them under or it in connection with this Agreement or any other Loan Document or the transactions contemplated hereby (Transaction Documents, except for that the Administrative Agent shall be liable with respect to its specific duties set forth hereunder but only to the extent of its own gross negligence or willful misconduct, misconduct in the discharge thereof as determined by the a final nonappealable non-appealable judgment of a court of competent jurisdiction. Neither the Administrative Agent nor any of its directors, officers, agents, trustees, investment managers, servicers or employees shall be responsible for or have any duty to ascertain, inquire into or verify (a) any statement, warranty or representation made in connection with its duties expressly set forth herein), any Transaction Document or any borrowing hereunder; (b) be responsible the performance or observance of any of the covenants or agreements specified in any manner to Transaction Document; (c) the satisfaction of any Lender or Participant for any recital, statement, representation or warranty made by any Loan Party or any officer thereof, contained herein or condition specified in any other Loan Transaction 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 Agreement or any other Loan Document, or ; (d) the validity, effectiveness, genuineness, enforceability sufficiency or sufficiency genuineness of this Agreement or any other Loan Transaction Document, or the perfection or priority of any Lien or security interest created or purported to be created under the Collateral Documents, or for any failure of any Loan Party perfected thereby or any other party instrument or writing furnished in connection therewith; (e) the existence or non- existence of any Event of Default or Potential Event of Default; or (f) the financial condition of any Credit Party. The Administrative Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, statement, or other writing (which may be a bank wire, facsimile or electronic transmission or similar writing) believed by it to any 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 genuine or to inquire as to be signed by the observance proper party or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of any Loan Party or any Affiliate thereofparties. The Administrative Agent shall not be responsible or liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Administrative Agent has been advised of the likelihood of such loss or damage and regardless of the form of action. In no event shall the Administrative Agent be responsible or liable for any failure apportionment or delay distribution of payments made by it in good faith and if any such apportionment or distribution is subsequently determined to have been made in error the performance sole recourse of its obligations hereunder arising out any Lender to whom payment was due but not made, shall be to recover from other Lenders any payment in excess of or caused by, directly or indirectly, forces beyond its control, including without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, future changes in applicable law or regulation, the amount to which they are determined to be entitled (and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that the Administrative Agent shall use reasonable efforts consistent with accepted practices in the banking industry such other Lenders hereby agree to resume performance as soon as practicable under the circumstancesreturn to such Lender any such erroneous payments received by them).

Liability of the Administrative Agent. No Agent-Related Person Neither the Administrative Agent nor any of its directors, officers, agents, trustees, investment managers, servicers or employees shall (a) be liable to any Lender for any action taken or omitted to be not taken by any of them under or it in connection with this Agreement or any other Loan Document or the transactions contemplated hereby (Transaction Documents, except for that the Administrative Agent shall be liable with respect to its specific duties set forth hereunder but only to the extent of its own gross negligence or willful misconduct, misconduct in the discharge thereof as determined by the a final nonappealable non-appealable judgment of a court of competent jurisdiction. Neither the 52 US-DOCS\137537506.9 Administrative Agent nor any of its directors, officers, agents, trustees, investment managers, servicers or employees shall be responsible for or have any duty to ascertain, inquire into or verify (a) any statement, warranty or representation made in connection with its duties expressly set forth herein), any Transaction Document or any borrowing hereunder; (b) be responsible the performance or observance of any of the covenants or agreements specified in any manner to Transaction Document; (c) the satisfaction of any Lender or Participant for any recital, statement, representation or warranty made by any Loan Party or any officer thereof, contained herein or condition specified in any other Loan Transaction 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 Agreement or any other Loan Document, or ; (d) the validity, effectiveness, genuineness, enforceability sufficiency or sufficiency genuineness of this Agreement or any other Loan Transaction Document, or the perfection or priority of any Lien or security interest created or purported to be created under the Collateral Documents, or for any failure of any Loan Party perfected thereby or any other party instrument or writing furnished in connection therewith; (e) the existence or non-existence of any Event of Default or Potential Event of Default; or (f) the financial condition of any Credit Party. The Administrative Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, statement, or other writing (which may be a bank wire, facsimile or electronic transmission or similar writing) believed by it to any 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 genuine or to inquire as to be signed by the observance proper party or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of any Loan Party or any Affiliate thereofparties. The Administrative Agent shall not be responsible or liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Administrative Agent has been advised of the likelihood of such loss or damage and regardless of the form of action. In no event shall the Administrative Agent be responsible or liable for any failure apportionment or delay distribution of payments made by it in good faith and if any such apportionment or distribution is subsequently determined to have been made in error the performance sole recourse of its obligations hereunder arising out any Lender to whom payment was due but not made, shall be to recover from other Lenders any payment in excess of or caused by, directly or indirectly, forces beyond its control, including without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, future changes in applicable law or regulation, the amount to which they are determined to be entitled (and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that the Administrative Agent shall use reasonable efforts consistent with accepted practices in the banking industry such other Lenders hereby agree to resume performance as soon as practicable under the circumstancesreturn to such Lender any such erroneous payments received by them). SECTION 11.06.