Common use of Liability of the Administrative Agent Clause in Contracts

Liability of the Administrative Agent. (a) The Administrative Agent, when acting on behalf of the Lenders may execute any of its duties under this Agreement by or through its officers, agents, or employees and neither the Administrative Agent nor its respective directors, officers, agents, or employees shall be liable to the Lenders or any of them for any action taken or omitted to be taken in good faith, or be responsible to the Lenders or to any of them for the consequences of any oversight or error of judgment, or for any loss, unless the same shall happen through its gross negligence or willful misconduct. Neither the Administrative Agent nor its respective directors, officers, agents, and employees shall in any event be liable to the Lenders or to any of them for any action taken or omitted to be taken by it pursuant to instructions received by it from the Required Lenders or in reliance upon the advice of counsel selected by it. Without limiting the foregoing, neither the Administrative Agent nor any of its respective directors, officers, employees, or agents shall be responsible to any of the Lenders for the due execution (other than its own), validity, genuineness, effectiveness, sufficiency, or enforceability of, or for any statement, warranty, or representation made by any other Person in, or for the perfection of any security interest contemplated by, this Agreement or any related agreement, document or order, or for the designation or failure to designate this transaction as a "Highly Leveraged Transaction" for regulatory purposes, or shall be required to ascertain or to make any inquiry concerning the performance or observance by the Borrower of any of the terms, conditions, covenants, or agreements of this Agreement or any related agreement or document.

Liability of the Administrative Agent. (a) The Administrative Agent, when acting on behalf of the Lenders any Secured Party, may execute any of its duties under this Credit Agreement or the other Fundamental Documents by or through its respective directors, officers, agents, agents or employees and neither the Administrative Agent nor its respective directors, officers, agents, agents or employees shall be liable to the Lenders or any of them for any action taken or omitted to be taken in good faith, or nor be responsible to the Lenders or to any of them for the consequences of any oversight or error of judgment, or for any loss, unless the same shall happen through its gross negligence or willful misconduct, as finally determined by a court of competent jurisdiction. Neither the The Administrative Agent nor and its respective directors, officers, agents, and employees shall in any no event be liable to the Lenders or to any of them for any action taken or omitted to be taken by it pursuant to instructions received by it from the Required Lenders or in reliance upon the advice of counsel selected by itit with reasonable care. Without limiting the foregoing, neither the Administrative Agent nor any of its respective directors, officers, employees, or agents shall be responsible to any of the Lenders for the due execution (other than its own)execution, validity, genuineness, effectiveness, sufficiency, or enforceability of, or for any statement, warranty, or representation made by any other Person in, or for the perfection of any security interest contemplated by, this Agreement the Fundamental Documents or any related agreement, document or order, or for freedom of any of the designation Collateral or failure to designate this transaction as a "Highly Leveraged Transaction" for regulatory purposesany of the Pledged Collateral from prior Liens or security interests, or shall be required to ascertain or to make any inquiry concerning the performance or observance by the Borrower or any other Credit Party of any of the terms, conditions, covenants, or agreements of this Agreement the Fundamental Documents or any related agreement or document.

Liability of the Administrative Agent. (a) The Administrative Agent, when acting on behalf of the Lenders may execute any of its duties under this Agreement by or through its officers, agents, or employees and neither the Administrative Agent nor its respective directors, officers, agents, or employees shall be liable to the Lenders or any of them for any action taken or omitted to be taken in good faith, or be responsible to the Lenders or to any of them for the consequences of any oversight or error of judgment, or for any loss, unless the same shall happen through its gross negligence or willful misconduct. Neither the Administrative Agent nor its respective directors, officers, agents, and employees shall in any event be liable to the Lenders or to any of them for any action taken or omitted to be taken by it pursuant to instructions received by it from the Required Lenders or in reliance upon the advice of counsel selected by it. Without limiting the foregoing, neither the Administrative Agent nor any of its respective directors, officers, employees, or agents shall be responsible to any of the Lenders for the due execution (other than its own), validity, genuineness, effectiveness, sufficiency, or enforceability of, or for any statement, warranty, or representation made by any other Person in, or for the perfection of any security interest contemplated by, this Agreement or any related agreement, document or order, or for the designation or failure to designate this transaction as a "Highly Leveraged Transaction" for regulatory purposes, order or shall be required to ascertain or to make any inquiry concerning the performance or observance by the Borrower of any of the terms, conditions, covenants, or agreements of this Agreement or any related agreement or document.

Liability of the Administrative Agent. (a) The Administrative Agent, when acting on behalf of the Lenders may execute any of its duties under this Agreement by or through its officers, agents, or employees and neither the Administrative Agent nor its respective directors, officers, agents, or employees shall be liable to the Lenders or any of them for any action taken or omitted to be taken in good faith, or be responsible to the Lenders or to any of them for the consequences of any oversight or error of judgment, or for any loss, unless the same shall happen through its gross negligence or willful misconduct. Neither the Administrative Agent nor its respective directors, officers, agents, and employees shall in any event be liable to the Lenders or to any of them for any action taken or omitted to be taken by it pursuant to instructions received by it from the Required Lenders or in reliance upon the advice of counsel selected by it. Without limiting the foregoing, neither the Administrative Agent nor any of its respective directors, officers, employeesagents or employees shall be liable for any action taken or not taken by it in connection herewith or any other Loan Document or the transactions contemplated hereby or thereby (a) with the consent or at the request of the Required Banks (or a Majority in Interest of the Banks of a Class, all affected Banks or all the Banks, if applicable) or (b) in the absence of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction by final and nonappealable judgment. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be responsible for or have any duty to any of the Lenders for the due execution ascertain, inquire into or verify (other than its own), validity, genuineness, effectiveness, sufficiency, or enforceability of, or for i) any statement, warranty, warranty or representation made by any other Person in, or for the perfection of any security interest contemplated by, in connection with this Agreement or any related agreement, document or order, or for the designation or failure to designate this transaction as a "Highly Leveraged Transaction" for regulatory purposes, or shall be required to ascertain or to make any inquiry concerning borrowing hereunder; (ii) the performance or observance by the Borrower of any of the terms, conditions, covenants, covenants or agreements of this Agreement any Borrower or any related agreement of their respective Affiliates; (iii) the satisfaction of any condition specified in Article III, except receipt of items required to be delivered to it; or document(iv) the validity, effectiveness or genuineness of this Agreement, the Notes or any other instrument or writing furnished in connection herewith. 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 or similar writing) believed by it to be genuine or to be signed by the proper party or parties.

Liability of the Administrative Agent. (a) The Administrative Agent, when acting on behalf of the Lenders any Secured Party, may execute any of its duties under this Credit Agreement or the other Fundamental Documents by or through its respective directors, officers, agents, employees or employees agents and neither the Administrative Agent nor its respective directors, officers, agents, employees or employees agents shall be liable to the Lenders other Secured Parties or any of them for any action taken or omitted to be taken in good faith, or nor be responsible to the Lenders other Secured Parties or to any of them for the consequences of any oversight or error of judgment, or for any loss, unless the same shall happen through its gross negligence or willful misconduct, as finally determined by a court of competent jurisdiction in a non-appealable decision or in an appealable decision that the party seeking indemnification does not appeal within the time required. Neither the The Administrative Agent nor and its respective directors, officers, agents, employees and employees agents shall in any no event be liable to the Lenders other Secured Parties or to any of them for any action taken or omitted to be taken by it pursuant to instructions received by it from the Required Lenders or in reliance upon the advice of counsel selected by itit with reasonable care. Without limiting the foregoing, neither the Administrative Agent nor any of its respective directors, officers, employees, employees or agents shall be responsible to any of the Lenders Secured Parties for the due execution (other than its own)execution, validity, genuineness, effectiveness, sufficiency, or enforceability of, or for any statement, warranty, or representation made by any other Person in, or for the perfection of any security interest contemplated by, this Agreement Credit Agreement, any other Fundamental Document or any related agreement, document or order, or for freedom of any of the designation Collateral or failure to designate this transaction as a "Highly Leveraged Transaction" for regulatory purposesany of the Pledged Collateral from prior Liens or security interests, or shall be required to ascertain or to make any inquiry concerning the performance or observance by the Borrower Borrower, any other Credit Party of any of the terms, conditions, covenants, or agreements of this Agreement Credit Agreement, any other Fundamental Document, or any related agreement or document.

Liability of the Administrative Agent. (a) The Administrative Agent, when acting on behalf of the Lenders may execute any of its duties under this Agreement by or through its officers, agents, or employees and neither the Administrative Agent nor its respective directors, officers, agents, or employees shall be liable to the Lenders or any of them for any action taken or omitted to be taken in good faith, or be responsible to the Lenders or to any of them for the consequences of any oversight or error of judgment, or for any loss, unless the same shall happen through its gross negligence or willful misconduct. Neither the Administrative Agent nor its respective directors, officers, agents, and employees shall in any event be liable to the Lenders or to any of them for any action taken or omitted to be taken by it pursuant to instructions received by it from the Required Lenders or in reliance upon the advice of counsel selected by it. Without limiting the foregoing, neither the Administrative Agent nor any of its respective directors, officers, employees, or agents shall be responsible to any of the Lenders for the due execution (other than its own), validity, genuineness, effectiveness, sufficiency, or enforceability of, or for any statement, warranty, or representation made by any other Person in, or for the perfection of any security interest contemplated by, this Agreement or any related agreement, document or order, or for the designation or failure to designate this transaction as a "Highly Leveraged Transaction" for regulatory purposes, order or shall be required to ascertain or to make any inquiry concerning the performance or observance by the Borrower of any of the terms, conditions, covenants, or agreements of this Agreement or any related agreement or document.

Liability of the Administrative Agent. None of the Administrative Agent or any Agent Related Person shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement and the other Loan Documents, except for its own gross negligence or willful misconduct. Without limiting the generality of the foregoing, the Administrative Agent: (a) The Administrative Agent, when acting on behalf of the Lenders may execute any of its duties under this Agreement by or through its officers, agents, or employees and neither treat a Bank as such until the Administrative Agent nor its respective directorsreceives an executed Assignment Agreement entered into between a Bank and an Eligible Assignee pursuant to Section 12.1 hereof; (b) may consult with legal counsel (including counsel for any Borrower), officers, agents, independent public accountants and other experts or employees consultants selected by it; (c) shall not be liable to the Lenders or any of them for any action taken or omitted to be taken in good faith, or be responsible to the Lenders or to any of them for the consequences of any oversight or error of judgment, or for any loss, unless the same shall happen through its gross negligence or willful misconduct. Neither faith by the Administrative Agent nor its respective directors, officers, agents, and employees shall in any event be liable to the Lenders or to any of them for any action taken or omitted to be taken by it pursuant to instructions received by it from the Required Lenders or in reliance upon accordance with the advice of counsel selected by it. Without limiting the foregoingcounsel, neither the Administrative Agent nor accountants, consultants or experts; (d) shall make no warranty or representation to any of its respective directors, officers, employees, or agents Bank and shall not be responsible to any of the Lenders for the due execution (other than its own), validity, genuineness, effectiveness, sufficiency, or enforceability of, or Bank for any statementrecitals, warrantystatements, warranties or representation representations, whether written or oral, made by any other Person in, in or for the perfection of any security interest contemplated by, in connection with this Agreement or the other Loan Documents; (e) shall not have any related agreement, document or order, or for the designation or failure to designate this transaction as a "Highly Leveraged Transaction" for regulatory purposes, or shall be required duty to ascertain or to make any inquiry concerning inquire as to the performance or observance by the Borrower of any of the terms, conditionsobligations, covenantscovenants or conditions of 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 agreements value of this Agreement or any related agreement other Loan Document or documentother support or security (including the validity, priority or perfection of any Lien), or any other document furnished in connection with any of the foregoing; and (g) shall incur no liability under or in respect of this Agreement or any other Loan Document by action upon any written notice, statement, certificate, order, telephone message, facsimile or other document which the Administrative Agent believes in good faith to be genuine and correct and to have been signed, sent or made by the proper Person.

Liability of the Administrative Agent. (a) The Administrative Agent, when acting on behalf of the Lenders may execute any of its duties under this Agreement by or through its officers, agents, or employees and neither Neither the Administrative Agent nor any of its respective directors, officers, agents, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement and the Lenders Related Documents, except for its or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, the Administrative Agent (a) may treat any of them Lender as such until the Administrative Agent receives an executed Assignment Agreement entered into between a Lender and an Eligible Assignee pursuant to Section 14.1; (b) may consult with legal counsel (including counsel for the Borrower), independent public accountants and other experts or consultants selected by it; (c) shall not be liable for any action taken or omitted to be taken in good faith, or be responsible to the Lenders or to any of them for the consequences of any oversight or error of judgment, or for any loss, unless the same shall happen through its gross negligence or willful misconduct. Neither faith by the Administrative Agent nor its respective directors, officers, agents, and employees shall in any event be liable to the Lenders or to any of them for any action taken or omitted to be taken by it pursuant to instructions received by it from the Required Lenders or in reliance upon accordance with the advice of counsel selected by it. Without limiting the foregoingcounsel, neither the Administrative Agent nor accountants, consultants or experts; (d) makes no warranty or representation to any of its respective directors, officers, employees, or agents Lender and shall not be responsible to any of the Lenders for the due execution (other than its own), validity, genuineness, effectiveness, sufficiency, or enforceability of, or Lender for any statementrecitals, warrantystatements, warranties or representation representations, whether written or oral, made by any other Person in, in or for the perfection of any security interest contemplated by, in connection with this Agreement or the Related Documents; (e) shall not have any related agreement, document or order, or for the designation or failure to designate this transaction as a "Highly Leveraged Transaction" for regulatory purposes, or shall be required duty to ascertain or to make any inquiry concerning inquire as to the performance or observance by the Borrower of any of the terms, conditionsobligations, covenantscovenants or conditions of this Agreement on the part of the Borrower or to inspect the property (including, without limitation, any books and records) of the Borrower; (f) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any Related Document, any Collateral or other support or security, or agreements any other document furnished in connection with any of the foregoing; and (g) shall incur no liability under or in respect of this Agreement or any related agreement Related Document by action upon any written notice, statement, certificate, order, telephone message, facsimile or documentother document which the Administrative Agent believes in good faith to be genuine and correct and to have been signed, sent or made by the proper Person.

Liability of the Administrative Agent. (a) The Administrative Agent, when acting on behalf None of the Lenders may execute Administrative Agent or any of its duties under this Agreement by or through its officers, agents, or employees and neither the Administrative Agent nor its respective directors, officers, agents, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement and the Lenders other Loan Documents, except for its own gross negligence or any willful misconduct. Without limiting the generality of them the foregoing, the Administrative Agent: (a) may treat a Bank as such until the Administrative Agent receives an executed Assignment Agreement entered into between a Bank and an Eligible Assignee pursuant to Section 14.1; (b) may consult with legal counsel (including counsel for the Borrower), independent public accountants and other experts or consultants selected by it; (c) shall not be liable for any action taken or omitted to be taken in good faith, or be responsible to the Lenders or to any of them for the consequences of any oversight or error of judgment, or for any loss, unless the same shall happen through its gross negligence or willful misconduct. Neither faith by the Administrative Agent nor its respective directors, officers, agents, and employees shall in any event be liable to the Lenders or to any of them for any action taken or omitted to be taken by it pursuant to instructions received by it from the Required Lenders or in reliance upon accordance with the advice of counsel selected by it. Without limiting the foregoingcounsel, neither the Administrative Agent nor accountants, consultants or experts; (d) shall make no warranty or representation to any of its respective directors, officers, employees, or agents Bank and shall not be responsible to any of the Lenders for the due execution (other than its own), validity, genuineness, effectiveness, sufficiency, or enforceability of, or Bank for any statementrecitals, warrantystatements, warranties or representation representations, whether written or oral, made by any other Person in, in or for the perfection of any security interest contemplated by, in connection with this Agreement or the other Loan Documents; (e) shall not have any related agreement, document or order, or for the designation or failure to designate this transaction as a "Highly Leveraged Transaction" for regulatory purposes, or shall be required duty to ascertain or to make any inquiry concerning inquire as to the performance or observance by the Borrower of any of the terms, conditionsobligations, covenantscovenants or conditions of this Agreement on the part of the Borrower or to inspect the property (including, without limitation, any books and records) of the Borrower; (f) shall not be responsible to any Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency or agreements value of this Agreement or any related agreement other Loan Document or documentother support or security (including the validity, priority or perfection of any Lien), or any other document furnished in connection with any of the foregoing; and (g) shall incur no liability under or in respect of this Agreement or any other Loan Document by action upon any written notice, statement, certificate, order, telephone message, facsimile or other document which the Administrative Agent believes in good faith to be genuine and correct and to have been signed, sent or made by the proper Person.

Liability of the Administrative Agent. (a) The Administrative Agent, when acting on behalf of the Lenders Lenders, may execute any of its duties under this Credit Agreement or the other Fundamental Documents by or through its officers, agents, agents or employees and neither the Administrative Agent nor its respective directors, officers, agents, agents or employees shall be liable to the Lenders or any of them for any action taken or omitted to be taken in good faith, or nor be responsible to the Lenders or to any of them for the consequences of any oversight or error of judgment, or for any loss, unless the same shall happen through its gross negligence or willful misconduct. Neither the The Administrative Agent nor and its respective 100 directors, officers, agents, and employees shall in any no event be liable to the Lenders or to any of them for any action taken or omitted to be taken by it pursuant to instructions received by it from the Required Lenders or in reliance upon the advice of counsel selected by itit with reasonable care. Without limiting the foregoing, neither the Administrative Agent nor any of its respective directors, officers, employees, or agents shall be responsible to any of the Lenders for the due execution (other than its own)execution, validity, genuineness, effectiveness, sufficiency, or enforceability of, or for any statement, warranty, or representation made by any other Person in, or for the perfection of any security interest contemplated by, this Agreement Credit Agreement, any other Fundamental Document or any related agreement, document or order, or for freedom of any of the designation Collateral or failure to designate this transaction as a "Highly Leveraged Transaction" for regulatory purposesany of the Pledged Securities from prior Liens or security interests, or shall be required to ascertain or to make any inquiry concerning the performance or observance by the Borrower or any other Credit Party of any of the terms, conditions, covenants, or agreements of this Agreement Credit Agreement, any other Fundamental Document, or any related agreement or document.

Liability of the Administrative Agent. (a) The Administrative Agent, when acting on behalf None of the Lenders may execute Administrative Agent or any of its duties under this Agreement by or through its officers, agents, or employees and neither the Administrative Agent nor its respective directors, officers, agents, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement and the Lenders other Loan Documents, except for its own gross negligence or any willful misconduct. Without limiting the generality of them the foregoing, the Administrative Agent (a) may treat a Bank as such until the Administrative Agent receives an executed Assignment Agreement entered into between a Bank and an Eligible Assignee pursuant to Section 14.1 hereof; (b) may consult with legal counsel (including counsel for the Borrower), independent public accountants and other experts or consultants selected by it; (c) shall not be liable for any action taken or omitted to be taken in good faith, or be responsible to the Lenders or to any of them for the consequences of any oversight or error of judgment, or for any loss, unless the same shall happen through its gross negligence or willful misconduct. Neither faith by the Administrative Agent nor its respective directors, officers, agents, and employees shall in any event be liable to the Lenders or to any of them for any action taken or omitted to be taken by it pursuant to instructions received by it from the Required Lenders or in reliance upon accordance with the advice of counsel selected by it. Without limiting the foregoingcounsel, neither the Administrative Agent nor accountants, consultants or experts; (d) shall make no warranty or representation to any of its respective directors, officers, employees, or agents Bank and shall not be responsible to any of the Lenders for the due execution (other than its own), validity, genuineness, effectiveness, sufficiency, or enforceability of, or Bank for any statementrecitals, warrantystatements, warranties or representation representations, whether written or oral, made by any other Person in, in or for the perfection of any security interest contemplated by, in connection with this Agreement or the other Loan Documents; (e) shall not have any related agreement, document or order, or for the designation or failure to designate this transaction as a "Highly Leveraged Transaction" for regulatory purposes, or shall be required duty to ascertain or to make any inquiry concerning inquire as to the performance or observance by the Borrower of any of the terms, conditionsobligations, covenantscovenants or conditions of this Agreement on the part of the Borrower or to inspect the property (including, without limitation, any books and records) of the Borrower; (f) shall not be responsible to any Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency or agreements value of this Agreement or any related agreement other Loan Document or documentother support or security (including the validity, priority or perfection of any Lien), or any other document furnished in connection with any of the foregoing; and (g) shall incur no liability under or in respect of this Agreement or any other Loan Document by action upon any written notice, statement, certificate, order, telephone message, facsimile or other document which the Administrative Agent believes in good faith to be genuine and correct and to have been signed, sent or made by the proper Person.

Liability of the Administrative Agent. (a) The Administrative Agent, when acting on behalf None of the Lenders may execute Agent-Related Persons nor any of its duties under this Agreement by or through its officers, agents, or employees and neither the Administrative Agent nor its respective their directors, officers, agents, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement and the Lenders Loan Documents, except for its or any their own gross negligence or willful misconduct. Without limiting the generality of them the foregoing, the Administrative Agent (a) may treat a Lender as such until the Administrative Agent receives an executed Assignment Agreement entered into between a Lender and an Eligible Assignee pursuant to Section 12.1 hereof; (b) may consult with legal counsel (including counsel for the Borrower), independent public accountants and other experts or consultants selected by it; (c) shall not be liable for any action taken or omitted to be taken in good faith, or be responsible to the Lenders or to any of them for the consequences of any oversight or error of judgment, or for any loss, unless the same shall happen through its gross negligence or willful misconduct. Neither faith by the Administrative Agent nor its respective directors, officers, agents, and employees shall in any event be liable to the Lenders or to any of them for any action taken or omitted to be taken by it pursuant to instructions received by it from the Required Lenders or in reliance upon accordance with the advice of counsel selected by it. Without limiting the foregoingcounsel, neither the Administrative Agent nor accountants, consultants or experts; (d) make no warranty or representation to any of its respective directors, officers, employees, or agents Lender and shall not be responsible to any of the Lenders for the due execution (other than its own), validity, genuineness, effectiveness, sufficiency, or enforceability of, or Lender for any statementrecitals, warrantystatements, warranties or representation representations, whether written or oral, made by any other Person in, in or for the perfection of any security interest contemplated by, in connection with this Agreement or the Loan Documents; (e) shall not have any related agreement, document or order, or for the designation or failure to designate this transaction as a "Highly Leveraged Transaction" for regulatory purposes, or shall be required duty to ascertain or to make any inquiry concerning inquire as to the performance or observance by the Borrower of any of the terms, conditionsobligations, covenantscovenants or conditions of this Agreement on the part of the Borrower or to inspect the property (including, without limitation, any books and records) of the Borrower; (f) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or agreements value of this Agreement, any Loan Document or any other document furnished in connection with any of the foregoing; and (g) shall incur no liability under or in respect of this Agreement or any related agreement Loan Document by action upon any written notice, statement, certificate, order, telephone message, facsimile or documentother document which the Administrative Agent believes in good faith to be genuine and correct and to have been signed, sent or made by the proper person.

Liability of the Administrative Agent. (a) The Administrative Agent, when acting on behalf of the Lenders Lenders, may execute any of its duties under this Credit Agreement or the other Fundamental Documents by or through its officers, agents, agents or employees and neither the Administrative Agent nor its respective directors, officers, agents, agents or employees shall be liable to the Lenders or any of them for any action taken or omitted to be taken in good faith, or nor be responsible to the Lenders or to any of them for the consequences of any oversight or error of judgment, or for any loss, unless the same shall happen through its gross negligence or willful misconduct. Neither the The Administrative Agent nor and its respective directors, officers, agents, and employees shall in any no event be liable to the Lenders or to any of them for any action taken or omitted to be taken by it pursuant to instructions received by it from the Required Lenders or in reliance upon the advice of counsel selected by itit with reasonable care. Without limiting the foregoing, neither the Administrative Agent nor any of its respective directors, officers, employees, or agents shall be responsible to any of the Lenders for the due execution (other than its own)execution, validity, genuineness, effectiveness, sufficiency, or enforceability of, or for any statement, warranty, or representation made by in, this Credit Agreement, any other Person in, or for the perfection of any security interest contemplated by, this Agreement Fundamental Document or any related agreement, document or order, or for the designation or failure to designate this transaction as a "Highly Leveraged Transaction" for regulatory purposes, or shall be required to ascertain or to make any inquiry concerning the performance or observance by the Borrower of any of the terms, conditions, covenants, or agreements of this Agreement Credit Agreement, any other Fundamental Document, or any related agreement or document.

Liability of the Administrative Agent. (a) The Administrative Agent, when acting on behalf of the Lenders Lenders, may execute any of its duties under this Credit Agreement or the other Fundamental Documents by or through its officers, agents, agents or employees and neither the Administrative Agent nor its respective directors, officers, agents, agents or employees shall be liable to the Lenders or any of them for any action taken or omitted to be taken in good faith, or nor be responsible to the Lenders or to any of them for the consequences of any oversight or error of judgment, or for any loss, unless the same shall happen through its gross negligence or willful misconduct. Neither the The Administrative Agent nor and its respective directors, officers, agents, and employees shall in any no event be liable to the Lenders or to any of them for any action taken or omitted to be taken by it pursuant to instructions received by it from the Required Lenders or in reliance upon the advice of counsel selected by itit with reasonable care. Without limiting the foregoing, neither the Administrative Agent nor any of its respective directors, officers, employees, or agents shall be responsible to any of the Lenders for the due execution (other than its own)execution, validity, genuineness, effectiveness, sufficiency, or enforceability of, or for any statement, warranty, or representation made by any other Person in, or for the perfection of any security interest contemplated by, this Agreement Credit Agreement, any other Fundamental Document or any related agreement, document or order, or for freedom of any of the designation Collateral or failure to designate this transaction as a "Highly Leveraged Transaction" for regulatory purposesany of the Pledged Securities from prior Liens or security interests, or shall be required to ascertain or to make any inquiry concerning the performance or observance by the Borrower or any other Credit Party of any of the terms, conditions, covenants, or agreements of this Agreement Credit Agreement, any other Fundamental Document, or any related agreement or document.