Exculpation. The Administrative Agent shall not be liable to the [[Organization A:Organization]] for any action taken or not taken by it # with the consent or at the request of the Requisite [[Organization A:Organization]] (or such other number or percentage of the [[Organization A:Organization]] as shall be necessary, or as the Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Sections 11.1 and 9.2) or # in the absence of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction by final and non-appealable judgment. The Administrative Agent shall be deemed not to have knowledge of any Default or Event of Default unless and until notice describing such Default or Event of Default is given to the Administrative Agent by the Borrower or a Lender.

Exculpation. The Administrative Agent​ shall not be liable to the [[Organization A:Organization]] for any action taken or not taken by it # with the consent or at the request of the Requisite [[Organization A:Organization]]Required Lenders (or such other number or percentage of the [[Organization A:Organization]]Lenders as shall be necessary, or as the Administrative Agent​ shall believe in good faith shall be necessary, under the circumstances as provided in Sections[Sections 9.02 and 11.1 and 9.2)01]1]) or # in the absence of its own gross negligence or willful misconduct as determined by the final judgment of a court of competent jurisdiction by final and non-appealable judgment.jurisdiction, in connection with its duties expressly set forth herein. The Administrative Agent​ shall be deemed not to have knowledge of any Default or Event of Default unless and until notice describing such Default or Event of Default is given to the Administrative Agent​ by the Borrower​ or a Lender.​.

Exculpation. The Administrative Agent shall not be liable to the [[Organization A:Organization]] for any action taken or not taken by it # with the consent or at the request of the Requisite [[Organization A:Organization]]Majority Lenders (or such other number or percentage of the [[Organization A:Organization]]Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Sections 11.1[Sections 6.01 and 9.2)8.01]1]), or # in the absence of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction by final and non-appealablenonappealable judgment. The Administrative Agent shall be deemed not to have knowledge of any Default or Event of Default unless and until notice describing such Default or Event of Default is given to the Administrative Agent in writing by the Borrower[[Organization A:Organization]] or a Lender.[[Organization B:Organization]].

Exculpation. The Administrative Agent shall not be liable to the [[Organization A:Organization]] for any action taken or not taken by it # with the consent or at the request of the Requisite [[Organization A:Organization]]Majority Lenders (or such other number or percentage of the [[Organization A:Organization]]Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Sections 11.1[Sections 8.01 and 9.2)6.01]1]), or # in the absence of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction by final and non-appealablenonappealable judgment. The Administrative Agent shall be deemed not to have knowledge of any Default or Event of Default unless and until notice describing such Default or Event of Default is given to the Administrative Agent in writing by the Borrower[[Organization A:Organization]] or a Lender.[[Organization B:Organization]].

Exculpation. The Administrative Agent shall not be liable to the [[Organization A:Organization]] for any action taken or not taken by it # with the consent or at the request of the RequisiteRequired [[Organization A:Lenders:Organization]] (or such other number or percentage of the [[Organization A:Lenders:Organization]] as shall be necessary, or as the Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Sections 11.110.01 and 9.2)8.02) or # in the absence of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction by final and non-appealablenonappealable judgment. The Administrative Agent shall be deemed not to have knowledge of any Default or Event of Default unless and until notice describing such Default or Event of Default is given to the Administrative Agent by the Borrowera Borrower, a Lender or a Lender.an L/C Issuer.

Exculpation. The Administrative Agent shall not be liable to the [[Organization A:Organization]] for any action taken or not taken by it # with the consent or at the request of the RequisiteRequired [[Organization A:Lenders:Organization]] (or such other number or percentage of the [[Organization A:Lenders:Organization]] as shall be necessary, or as the Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Sections 11.1[Sections 10.01 and 9.2)8.02]2]) or # in the absence of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction by final and non-appealable judgment. The Administrative Agent shall be deemed not to have knowledge of any Default or Event of Default unless and until notice describing such Default or Event of Default is given in writing to the Administrative Agent by the BorrowerBorrower, a Lender or a Lender.the L/C Issuer.

Exculpation. The Administrative Agent shall not be liable to the [[Organization A:Organization]] for any action taken or not taken by it # with the consent or at the request of the RequisiteRequired [[Organization A:B:Organization]] (or such other number or percentage of the [[Organization A:B:Organization]] as shall be necessary, or as the Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Sections 11.[Sections 8.1 and 9.2)8.2]2]), or # in the absence of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction by final and non-appealablenonappealable judgment. The Administrative Agent shall be deemed not to have knowledge of any Unmatured Default or Event of Default unless and until notice describing such Unmatured Default or Event of Default is given to the Administrative Agent in writing by the Borrower or a Lender.

Exculpation. The Administrative Agent shall not be liable to the [[Organization A:Organization]] for any action taken or not taken by it # with the consent or at the request of the Requisite [[Organization A:Organization]]Required Lenders (or such other number or percentage of the [[Organization A:Organization]]Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in SectionsSection 11.1 and 9.2)6) or # in the absence of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction by final and non-appealablenonappealable judgment. The Administrative Agent shall not be deemed not to have knowledge of any Default or Event of(other than a Default under [Section 9.1(a)] (with respect to principal, interest and fees)) unless and until notice describing such Default or Event of Default is given in writing to the Administrative Agent by the BorrowerBorrower, a [[Organization A:Organization]] or a Lender.the Issuing [[Organization A:Organization]].

Exculpation. The Administrative Agent shall not be liable to the [[Organization A:Organization]] for any action taken or not taken by it # with the consent or at the request of the Requisite [[Organization A:Organization]]Required Lenders (or such other number or percentage of the [[Organization A:Organization]]Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Sections 11.1Section 12.2 and 9.Section 10.2) or # in the absence of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction by final and non-appealablenonappealable judgment. The Administrative Agent shall be deemed not to have knowledge of any Default or Event of Default unless and until notice describing such Default or Event of Default is given to the Administrative Agent by the BorrowerBorrower, a Lender or aan Issuing Lender.

Exculpation. The Administrative Agent shall not be liable to the [[Organization A:Organization]] for any action taken or not taken by it # with the consent or at the request of the Requisite [[Organization A:Organization]]Required Lenders (or such other number or percentage of the [[Organization A:Organization]]Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Sections 11.1[Section 12.2] and 9.2)[Section 10.2]) or # in the absence of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction by final and non-appealablenonappealable judgment. The Administrative Agent shall be deemed not to have knowledge of any Default or Event of Default unless and until notice describing such Default or Event of Default is given to the Administrative Agent by the BorrowerBorrower, a Lender or aan Issuing Lender.