Common use of Exculpatory Provisions Clause in Contracts

Exculpatory Provisions. The Administrative Agent and its officers, directors, employees, agents, attorneys-in-fact or affiliates shall not be (a) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection herewith or in connection with any of the other Credit Documents (except for its or such Person’s own gross negligence or willful misconduct), or (b) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by the Borrower contained herein or in any of the other Credit Documents or in any certificate, report, document, financial statement or other written or oral statement referred to or provided for in, or received by the Administrative Agent under or in connection herewith or in connection with the other Credit Documents, or enforceability or sufficiency therefor of any of the other Credit Documents, or for any failure of the Borrower to perform its obligations hereunder or thereunder. The Administrative Agent shall not be responsible to any Lender for the effectiveness, genuineness, validity, enforceability, collectibility or sufficiency of this Credit Agreement, or any of the other Credit Documents or for any representations, warranties, recitals or statements made herein or therein or made by the Borrower in any written or oral statement or in any financial or other statements, instruments, reports, certificates or any other documents in connection herewith or therewith furnished or made by the Administrative Agent to the Lenders or by or on behalf of the Borrower to the Administrative Agent or any Lender or be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained herein or therein or as to the use of the proceeds of the Loans or of the existence or possible existence of any Default or Event of Default or to inspect the properties, books or records of the Borrower or any of its Affiliates.

Exculpatory Provisions. The Neither the Administrative Agent and nor any of its officers, directors, employees, agents, attorneys-in-fact or affiliates Related Parties shall not be (a) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection herewith with this Agreement or in connection with any of the other Credit Documents Loan Document (except for its or such Person’s Related Parties’ own gross negligence or willful misconduct), misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction) or (b) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by the Borrower contained herein Credit Parties or in any of the their respective Subsidiaries or any of their respective officers contained in this Agreement, any other Credit Documents Loan Document or in any certificate, report, document, financial statement or other written or oral statement document referred to or provided for in, or received by the Administrative Agent under or in connection herewith with, this Agreement or in connection with the any other Credit Documents, or enforceability or sufficiency therefor of any of the other Credit Documents, Loan Document or for any failure of the Borrower any Credit Party or any of its officers to perform its obligations hereunder or thereunder. The Administrative Agent shall not be under any obligation to any Lender 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 the Credit Parties or any of their respective Subsidiaries. The Administrative Agent shall not be responsible to any Lender for the effectiveness, genuineness, validity, enforceability, collectibility or sufficiency of this Credit Agreement, Agreement or any of the other Credit Documents Loan Document or for any representations, warranties, recitals or statements made herein or therein or made by the Borrower in any written or oral statement or in any financial or other statements, instruments, reports, certificates or any other documents in connection herewith or therewith furnished or made by the Administrative Agent to the Lenders or by or on behalf of the Borrower Credit Parties or any of their respective Subsidiaries to the Administrative Agent or any Lender or be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained herein or therein or as to the use of the proceeds of the Loans or of the existence or possible existence of any Default or Event of Default or to inspect the properties, books or records of the Borrower or any of its AffiliatesDefault.

Exculpatory Provisions. The Neither the Administrative Agent and nor any of its officers, directors, employees, agents, attorneys-in-fact or affiliates shall not be (a) liable to any Lender for any action lawfully taken or omitted to be taken by it or such Person under or in connection herewith or in connection with any of the other Credit Documents (except for its or such Person’s 's own gross negligence or willful misconduct), or (b) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by the Borrower contained herein or in any of the other Credit Documents or in any certificate, report, document, financial statement or other written or oral statement document referred to or provided for in, or received by the Administrative Agent under or in connection herewith or in connection with the other Credit Documents, or enforceability or sufficiency therefor of any of the other Credit Documents, or for any failure of the Borrower to perform its obligations hereunder or thereunder. The Administrative Agent shall not be responsible to any Lender for the effectiveness, genuineness, validity, enforceability, collectibility or sufficiency of this Credit Agreement, or any of the other Credit Documents or for any representations, warranties, recitals or statements made herein or therein or made by the Borrower in any written or oral statement or in any financial or other statements, instruments, reports, certificates or any other documents in connection herewith or therewith furnished or made by the Administrative Agent to the Lenders or by or on behalf of the Borrower to the Administrative Agent or any Lender or be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained herein or therein or as to the use of the proceeds of the Loans or of the existence or possible existence of any Default or Event of Default or to inspect the properties, books or records of the Borrower or any of its AffiliatesBorrower. The Administrative Agent is not a trustee for the Lenders and owes no fiduciary duty to the Lenders.

Exculpatory Provisions. The Neither the Administrative Agent and nor any of its officers, directors, employees, agents, attorneys-in-fact or affiliates Related Parties shall not be (a) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection herewith with this Agreement or in connection with any of the other Credit Documents Loan Document (except for its or such Person’s Related Parties’ own gross negligence or willful misconduct), misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction) or (b) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by the Borrower contained herein Credit Parties or in any of the their respective Subsidiaries or any of their respective officers contained in this Agreement, any other Credit Documents Loan Document or in any certificate, report, document, financial statement or other written or oral statement document referred to or provided for in, or received by the Administrative Agent under or in connection herewith with, this Agreement or in connection with the any other Credit Documents, or enforceability or sufficiency therefor of any of the other Credit Documents, Loan Document or for any failure of the Borrower any Credit Party or any of its officers to perform its obligations hereunder or thereunder. The Administrative Agent shall not be under any obligation to any Lender 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 the Credit Parties or any of their respective Subsidiaries. The Administrative Agent shall not be responsible to any Lender for the effectiveness, genuineness, validity, enforceability, collectibility collectability or sufficiency of this Credit Agreement, Agreement or any of the other Credit Documents Loan Document or for any representations, warranties, recitals or statements made herein or therein or made by the Borrower in any written or oral statement or in any financial or other statements, instruments, reports, certificates or any other documents in connection herewith or therewith furnished or made by the Administrative Agent to the Lenders or by or on behalf of the Borrower Credit Parties or any of their respective Subsidiaries to the Administrative Agent or any Lender or be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained herein or therein or as to the use of the proceeds of the Loans or of the existence or possible existence of any Default or Event of Default or to inspect the properties, books or records of the Borrower or any of its AffiliatesDefault.

Exculpatory Provisions. The Administrative Agent and its officers, directors, employees, agents, attorneys-in-fact or affiliates shall not be (ai) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection herewith or in connection with any of the other Credit Documents (except for its or such Person’s 's own gross negligence or willful misconduct), or (bii) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by any of the Borrower Credit Parties contained herein or in any of the other Credit Documents or in any certificate, report, document, financial statement or other written or oral statement referred to or provided for in, or received by the Administrative Agent under or in connection herewith or in connection with the other Credit Documents, or enforceability or sufficiency therefor of any of the other Credit Documents, or for any failure of the Borrower any Credit Party to perform its obligations hereunder or thereunder. The Administrative Agent shall not be responsible to any Lender for the effectiveness, genuineness, validity, enforceability, collectibility collectability or sufficiency of this Credit Agreement, or any of the other Credit Documents or for any representations, warranties, recitals or statements made herein or therein or made by the Borrower or any Credit Party in any written or oral statement or in any financial or other statements, instruments, reports, certificates or any other documents in connection herewith or therewith furnished or made by the Administrative Agent to the Lenders or by or on behalf of the Borrower Credit Parties to the Administrative Agent or any Lender or be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained herein or therein or as to the use of the proceeds of the Loans or the use of the Letters of Credit or of the existence or possible existence of any Default or Event of Default or to inspect the properties, books or records of the Borrower Credit Parties or any of its their respective Affiliates.

Exculpatory Provisions. The Administrative Agent and its officers, directors, employees, agents, attorneys-in-fact or affiliates shall not be (ai) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection herewith or in connection with any of the other Credit Documents (except for its or such Person’s 's own gross negligence or willful misconduct), or (bii) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by any of the Borrower Credit Parties contained herein or in any of the other Credit Documents or in any certificate, report, document, financial statement or other written or oral statement referred to or provided for in, or received by the Administrative Agent under or in connection herewith or in connection with the other Credit Documents, or enforceability or sufficiency therefor of any of the other Credit Documents, or for any failure of the Borrower any Credit Party to perform its obligations hereunder or thereunder. The Administrative Agent shall not be responsible to any Lender for the effectiveness, genuineness, validity, enforceability, collectibility collectability or sufficiency of this Credit Agreement, or any of the other Credit Documents or for any representations, warranties, recitals or statements made herein or therein or made by the Borrower or any Credit Party in any written or oral statement or in any financial or other statements, instruments, reports, certificates or any other documents in connection herewith or therewith furnished or made by the Administrative Agent to the Lenders or by or on behalf of the Borrower Credit Parties to the Administrative Agent or any Lender or be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained herein or therein or as to the use of the proceeds of the Loans or of the existence or possible existence of any Default or Event of Default or to inspect the properties, books or records of the Borrower Credit Parties or any of its their respective Affiliates.

Exculpatory Provisions. The Neither the Administrative Agent and nor any of its officers, directors, employees, agents, attorneys-in-fact or affiliates Affiliates shall not be (a) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection herewith or in connection with any of the other Credit Documents (except for its or such Person’s own gross negligence or willful misconduct), or (b) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by the a Borrower contained herein or in any of the other Credit Documents or in any certificate, report, document, financial statement or other written or oral statement document referred to or provided for in, or received by the Administrative Agent under or in connection herewith or in connection with the other Credit Documents, or enforceability or sufficiency therefor of any of the other Credit Documents, or for any failure of the Borrower Borrowers to perform its their respective obligations hereunder or thereunder. The Administrative Agent shall not be responsible to any Lender for the effectiveness, genuineness, validity, enforceability, collectibility or sufficiency of this Credit Agreement, or any of the other Credit Documents or for any representations, warranties, recitals or statements made herein or therein or made by the a Borrower in any written or oral statement or in any financial or other statements, instruments, reports, certificates or any other documents in connection herewith or therewith furnished or made by the Administrative Agent to the Lenders or by or on behalf of the a Borrower to the Administrative Agent or any Lender or be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained herein or therein or as to the use of the proceeds of the Loans or of the existence or possible existence of any Default or Event of Default or to inspect the properties, books or records of a Borrower. The Administrative Agent is not a trustee for the Borrower Lenders and owes no fiduciary duty to the Lenders. None of the Lenders identified on the facing page or signature pages of this Credit Agreement as “Syndication Agents” or “Joint Bookrunners” shall have any of its Affiliatesright, power, obligation, liability, responsibility or duty under this Credit Agreement other than those applicable to all Lenders as such, nor shall they have or be deemed to have any fiduciary relationship with any Lender.

Exculpatory Provisions. The Administrative Agent and its officers, directors, employees, agents, attorneys-in-fact or affiliates shall not be (ai) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection herewith or in connection with any of the other Credit Documents (except for its or such Person’s 's own gross negligence or willful misconduct), or (bii) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by any of the Borrower Credit Parties contained herein or in any of the other Credit Documents or in any certificate, report, document, financial statement or other written or oral statement referred to or provided for in, or received by the Administrative Agent under or in connection herewith or in connection with the other Credit Documents, or enforceability or sufficiency therefor of any of the other Credit Documents, or for any failure of the Borrower any Credit Party to perform its obligations hereunder or thereunder. The Administrative Agent shall not be responsible to any Lender for the effectiveness, genuineness, validity, enforceability, collectibility collectability or sufficiency of this Credit Agreement, or any of the other Credit Documents or for any representations, warranties, recitals or statements made herein or therein or made by the Borrower or any Credit Party in any written or oral statement or in any financial or other statements, instruments, reports, certificates or any other documents in connection herewith or therewith furnished or made by the Administrative Agent to the Lenders or by or on behalf of the Borrower Credit Parties to the Administrative Agent or any Lender or be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained herein or therein or as to the use of the proceeds of the Loans or the use of the Letters of Credit or of the existence or possible existence of any Default or Event of Default or to inspect the properties, books or records of the Borrower Credit Parties or any of its their respective Affiliates.

Exculpatory Provisions. The Neither the Administrative Agent and nor any of its respective officers, directors, employees, agents, attorneys-in-fact or affiliates shall not be (ai) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection herewith with this Agreement or in connection with any of the other Credit Documents Document (except for its or such Person’s own gross negligence or willful misconduct), ) or (bii) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by the Borrower contained herein or in any of the its Subsidiaries or any of their respective officers contained in this Agreement, any other Credit Documents Document or in any certificate, report, document, financial statement or other written or oral statement document referred to or provided for in, or received by the Administrative Agent under or in connection herewith with, this Agreement or in connection with the any other Credit Documents, or enforceability or sufficiency therefor of any of the other Credit Documents, Document or for any failure of the Borrower or any Subsidiary of the Borrower or any of their respective officers to perform its obligations hereunder or thereunder. The Administrative Agent shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement, or to inspect the properties, books or records of the Borrower or any of its Subsidiaries. The Administrative Agent shall not be responsible to any Lender for the effectiveness, genuineness, validity, enforceability, collectibility collectability or sufficiency of this Credit Agreement, Agreement or any of the other Credit Documents Document or for any representations, warranties, recitals or statements made herein or therein or made by the Borrower in any written or oral statement or in any financial or other statements, instruments, reports, certificates or any other documents in connection herewith or therewith furnished or made by the Administrative Agent to the Lenders or by or on behalf of the Borrower or any of its Subsidiaries to the Administrative Agent or any Lender or be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained herein or therein or as to the use of the proceeds of the Loans or of the existence or possible existence of any Default or Event of Default or to inspect the properties, books or records of the Borrower or any of its AffiliatesDefault.

Exculpatory Provisions. The Administrative Agent and its officers, directors, employees, agents, attorneys-in-fact or affiliates shall not be (a) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection herewith or in connection with any of the other Credit Documents (except for its or such Person’s 's own gross negligence or willful misconduct), or (b) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by the Borrower contained herein or in any of the other Credit Documents or in any certificate, report, document, financial statement or other written or oral statement referred to or provided for in, or received by the Administrative Agent under or in connection herewith or in connection with the other Credit Documents, or enforceability or sufficiency therefor of any of the other Credit Documents, or for any failure of the Borrower to perform its obligations hereunder or thereunder. The Administrative Agent shall not be responsible to any Lender for the effectiveness, genuineness, validity, enforceability, collectibility or sufficiency of this Credit Agreement, or any of the other Credit Documents or for any representations, warranties, recitals or statements made herein or therein or made by the Borrower in any written or oral statement or in any financial or other statements, instruments, reports, certificates or any other documents in connection herewith or therewith furnished or made by the Administrative Agent to the Lenders or by or on behalf of the Borrower to the Administrative Agent or any Lender or be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained herein or therein or as to the use of the proceeds of the Loans or of the existence or possible existence of any Default or Event of Default or to inspect the properties, books or records of the Borrower or any of its Affiliates.

Exculpatory Provisions. The Administrative Agent and its Neither the Agents nor any of their officers, directors, employees, agents, attorneys-in-fact or affiliates shall not be (a) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection herewith or in connection with any of the other Credit Documents (except for its or such Person’s 's own gross negligence or willful misconduct), ) or (b) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by any of the Borrower Credit Parties contained herein or in any of the other Credit Documents or in any certificate, report, document, financial statement or other written or oral statement referred to or provided for in, or received by the Administrative an Agent under or in connection herewith or in connection with the other Credit Documents, or enforceability or sufficiency therefor of any of the other Credit Documents, or for any failure of the Borrower to perform its obligations hereunder or thereunder. The Administrative Agent Agents shall not be responsible to any Lender for the effectiveness, genuineness, validity, enforceability, collectibility or sufficiency of this Credit Agreement, or any of the other Credit Documents or for any representations, warranties, recitals or statements made herein or therein or made by the Borrower or any Credit Party in any written or oral statement or in any financial or other statements, instruments, reports, certificates or any other documents in connection herewith or therewith furnished or made by the Administrative an Agent to the Lenders or by or on behalf of the Borrower Credit Parties to the Administrative Agent Agents or any Lender or be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained herein or therein or as to the use of the proceeds of the Loans or the use of the Letters of Credit or of the existence or possible existence of any Default or Event of Default or to inspect the properties, books or records of the Borrower or any of its AffiliatesCredit Parties. The Agents are not trustees for the Lenders and owe no fiduciary duty to the Lenders.

Exculpatory Provisions. The Administrative Agent and its officers, directors, employees, agents, attorneys-in-fact or affiliates shall not be (a) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection herewith or in connection with any of the other Credit Documents (except for its or such Person’s 's own gross negligence or willful misconduct), or (b) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by the Borrower contained herein or in any of the other Credit Documents or in any certificate, report, document, financial statement or other written or oral statement referred to or provided for in, or received by the Administrative Agent under or in connection herewith or in connection with the other Credit Documents, or enforceability or sufficiency therefor of any of the other Credit Documents, or for any failure of the Borrower to perform its obligations hereunder or thereunder. The Administrative Agent shall not be responsible to any Lender for the effectiveness, genuineness, validity, enforceability, collectibility collectability or sufficiency of this Credit Agreement, or any of the other Credit Documents or for any representations, warranties, recitals or statements made herein or therein or made by the Borrower in any written or oral statement or in any financial or other statements, instruments, reports, certificates or any other documents in connection herewith or therewith furnished or made by the Administrative Agent to the Lenders or by or on behalf of the Borrower to the Administrative Agent or any Lender or be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained herein or therein or as to the use of the proceeds of the Loans or of the existence or possible existence of any Default or Event of Default or to inspect the properties, books or records of the Borrower or any of its Affiliates.

Exculpatory Provisions. The Administrative Agent and its Neither the Agents nor any of their officers, directors, employees, agents, attorneys-in-fact or affiliates shall not be (a) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection herewith or in connection with any of the other Credit Documents (except for its or such Person’s 's own gross negligence or willful misconduct), ) or (b) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by any of the Borrower Credit Parties contained herein or in any of the other Credit Documents or in any certificate, report, document, financial statement or other written or oral statement referred to or provided for in, or received by the Administrative an Agent under or in connection herewith or in connection with the other Credit Documents, or enforceability or sufficiency therefor of any of the other Credit Documents, or for any failure of the Borrower any Credit Party to perform its obligations hereunder or thereunder. The Administrative Agent Agents shall not be responsible to any Lender for the effectiveness, genuineness, validity, enforceability, collectibility or sufficiency of this Credit Agreement, or any of the other Credit Documents or for any representations, warranties, recitals or statements made herein or therein or made by the Borrower any Credit Party in any written or oral statement or in any financial or other statements, instruments, reports, certificates or any other documents in connection herewith or therewith furnished or made by the Administrative an Agent to the Lenders or by or on behalf of the Borrower Credit Parties to the Administrative Agent Agents or any Lender or be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained herein or therein or as to the use of the proceeds of the Loans or the use of the Letters of Credit or of the existence or possible existence of any Default or Event of Default or to inspect the properties, books or records of the Borrower or any of its AffiliatesCredit Parties. The Agents are not trustees for the Lenders and owe no fiduciary duty to the Lenders.

Exculpatory Provisions. The Administrative Neither the Agent and nor any of its officers, directors, employees, agents, attorneys-in-fact or affiliates shall not be (a) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection herewith or in connection with any of the other Credit Documents (except for its or such Person’s 's own gross negligence or willful misconduct), ) or (b) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by any of the Borrower Credit Parties contained herein or in any of the other Credit Documents or in any certificate, report, document, financial statement or other written or oral statement referred to or provided for in, or received by the Administrative Agent under or in connection herewith or in connection with the other Credit Documents, or enforceability or sufficiency therefor of any of the other Credit Documents, or for any failure of the Borrower any Credit Party to perform its obligations hereunder or thereunder. The Administrative Agent shall not be responsible to any Lender for the effectiveness, genuinenessgenuiness, validity, enforceability, collectibility or sufficiency of this Credit Agreement, or any of the other Credit Documents or for any representations, warranties, recitals or statements made herein or therein or made by the Borrower or any Credit Party in any written or oral statement or in any financial or other statements, instruments, reports, certificates or any other documents in connection herewith or therewith furnished or made by the Administrative Agent to the Lenders or by or on behalf of the Borrower Credit Parties to the Administrative Agent or any Lender or be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained herein or therein or as to the use of the proceeds of the Loans or use of the Letters of Credit or of the existence or possible existence of any Default or Event of Default or to inspect the properties, books or records of the Borrower or any of its AffiliatesCredit Parties. The Agent is not a trustee for the Lenders and owes no fiduciary duty to the Lenders.

Exculpatory Provisions. The Administrative Agent and its officers, directors, employees, agents, attorneys-in-fact or affiliates shall not be (ai) liable for any action lawfully taken or omitted to be taken by it or such Person in good faith under or in connection herewith or in connection with any of the other Credit Documents (except for its or such Person’s own gross negligence or willful misconduct), or (bii) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by the Borrower contained herein or in any of the other Credit Documents or in any certificate, report, document, financial statement or other written or oral statement referred to or provided for in, or received by the Administrative Agent under or in connection herewith or in connection with the other Credit Documents, or enforceability or sufficiency therefor of any of the other Credit Documents, or for any failure of the Borrower to perform its obligations hereunder or thereunder. The Administrative Agent shall not be responsible to any Lender for the effectiveness, genuineness, validity, enforceability, collectibility collectability or sufficiency of this Credit Agreement, or any of the other Credit Documents or for any representations, warranties, recitals or statements made herein or therein or made by the Borrower in any written or oral statement or in any financial or other statements, instruments, reports, certificates or any other documents in connection herewith or therewith furnished or made by the Administrative Agent to the Lenders or by or on behalf of the Borrower to the Administrative Agent or any Lender or be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained herein or therein or as to the use of the proceeds of the Loans or of the existence or possible existence of any Default or Event of Default or to inspect the properties, books or records of the Borrower or any of its Affiliatesaffiliates.

Exculpatory Provisions. The Administrative Neither the Agent and nor any of its officers, directors, employees, agents, attorneys-in-fact or affiliates shall not be (ai) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection herewith or in connection with any of the other Credit Documents (except for its or such Person’s 's own gross negligence or willful misconduct), or (bii) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by any of the Borrower Credit Parties contained herein or in any of the other Credit Documents or in any certificate, report, document, financial statement or other written or oral statement document referred to or provided for in, or received by the Administrative Agent under or in connection herewith or in connection with the other Credit Documents, or enforceability or sufficiency therefor herefor of any of the other Credit Documents, or for any failure of the Borrower to perform its obligations hereunder or thereunder. The Administrative Agent shall not be responsible to any Lender for the effectiveness, genuineness, validity, enforceability, collectibility collectability or sufficiency of this Credit Agreement, or any of the other Credit Documents or for any representations, warranties, recitals or statements made herein or therein or made by the Borrower or any Credit Party in any written or oral statement or in any financial or other statements, instruments, reports, certificates or any other documents in connection herewith or therewith furnished or made by the Administrative Agent to the Lenders or by or on behalf of the Borrower Credit Parties to the Administrative Agent or any Lender or be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained herein or therein or as to the use of the proceeds of the Loans or of the existence or possible existence of any Default or Event of Default or to inspect the properties, books or records of the Borrower or any of its AffiliatesCredit Parties.

Exculpatory Provisions. The Neither the Administrative Agent and nor any of its officers, directors, employees, agents, attorneys-in-fact or affiliates Affiliates shall not be (a) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection herewith or in connection with any of the other Credit Documents (except for its or such Person’s own gross negligence or willful misconduct), or (b) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by the a Borrower contained herein or in any of the other Credit Documents or in any certificate, report, document, financial statement or other written or oral statement document referred to or provided for in, or received by the Administrative Agent under or in connection herewith or in connection with the other Credit Documents, or enforceability or sufficiency therefor of any of the other Credit Documents, or for any failure of the Borrower Borrowers to perform its their respective obligations hereunder or thereunder. The Administrative Agent shall not be responsible to any Lender for the effectiveness, genuineness, validity, enforceability, collectibility or sufficiency of this Credit Agreement, or any of the other Credit Documents or for any representations, warranties, recitals or statements made herein or therein or made by the a Borrower in any written or oral statement or in any financial or other statements, instruments, reports, certificates or any other documents in connection herewith or therewith furnished or made by the Administrative Agent to the Lenders or by or on behalf of the a Borrower to the Administrative Agent or any Lender or be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained herein or therein or as to the use of the proceeds of the Loans or of the existence or possible existence of any Default or Event of Default or to inspect the properties, books or records of a Borrower. The Administrative Agent is not a trustee for the Borrower Lenders and owes no fiduciary duty to the Lenders. None of the Lenders identified on the facing page or signature pages of this Credit Agreement as “Syndication Agent” or “Joint Bookrunners” shall have any of its Affiliatesright, power, obligation, liability, responsibility or duty under this Credit Agreement other than those applicable to all Lenders as such, nor shall they have or be deemed to have any fiduciary relationship with any Lender.

Exculpatory Provisions. The Neither the Administrative Agent and nor any of its officers, directors, employees, agents, attorneys-in-fact or affiliates Related Parties shall not be (a) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection herewith with this Agreement or in connection with any of the other Credit Documents Loan Document (except for its or such Person’s Related Parties’ own gross negligence or willful misconduct), misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction) or (b) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by the Borrower contained herein Credit Parties or in any of the their respective Subsidiaries or any of their respective officers contained in this Agreement, any other Credit Documents Loan Document or in any certificate, report, document, financial statement or other written or oral statement document referred to or provided for in, or received by the Administrative Agent under or in connection herewith with, this Agreement or in connection with the any other Credit Documents, or enforceability or sufficiency therefor of any of the other Credit Documents, Loan Document or for any failure of the Borrower any Credit Party or any of its officers to perform its obligations hereunder or thereunder. The Administrative Agent shall not be under any obligation to any Lender 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 the Credit Parties or any of their respective Subsidiaries. The Administrative Agent shall not be responsible to any Lender for the effectiveness, genuineness, validity, enforceability, collectibility or sufficiency of this Credit Agreement, Agreement or any of the other Credit Documents Loan Document or for any representations, warranties, recitals or statements made herein or therein or made by the Borrower in any written or oral statement or in any financial or other statements, instruments, reports, certificates or any other documents in connection herewith or therewith furnished or made by the Administrative Agent to the Lenders or by or on behalf of the Borrower Credit Parties or any of their respective Subsidiaries to the Administrative Agent or any Lender or be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained herein or therein or as to the use of the proceeds of the Loans or of the existence or possible existence of any Default or Event of Default Default. In addition, the Administrative Agent shall not be responsible or have any liability for, or have any duty to inspect ascertain, inquire into, monitor or enforce, compliance with the properties, books or records provisions hereof relating to Disqualified Institution. Without limiting the generality of the Borrower foregoing, the Administrative Agent shall not (x) be obligated to ascertain, monitor or inquire as to whether any Lender or participant or prospective Lender or participant is a Disqualified Institution or (y) have any liability with respect to or arising out of its Affiliatesany assignment or participation of loans, or disclosure of confidential information, to, or the restrictions on any exercise of rights or remedies of, any Disqualified Institution.

Exculpatory Provisions. The Administrative 4.1 Neither the Agent and nor any of its officers, directors, employees, agents, attorneys-in-fact or affiliates shall not be be: (ai) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection herewith or in connection with any of the other Credit Security Documents (except for its or such Person’s 's own gross negligence or willful misconduct), ; or (bii) responsible in any manner to any of the Lenders Holders for any recitals, statements, representations or warranties made by the Borrower Company or the Guarantor contained herein or in any of the other Credit Security Documents or in any certificate, report, document, financial statement or other written or oral statement referred to or provided for in, or received by the Administrative an Agent under or in connection herewith or in connection with the other Credit Security Documents, or enforceability or sufficiency therefor of this Agency Agreement or any of the other Credit Security Documents, or for any failure of the Borrower Company or the Guarantor to perform its obligations hereunder or thereunder. The Administrative Agent shall not be responsible to any Lender Secured Party for the effectiveness, genuineness, validity, enforceability, collectibility collectability or sufficiency of this Credit Agency Agreement, or any of the other Credit Security Documents or for any representations, warranties, recitals or statements made herein or therein or made by the Borrower Company or the Guarantor in any written or oral statement or in any financial or other statements, instruments, reports, certificates or any other documents in connection herewith or therewith furnished or made by the Administrative Agent to the Lenders Holders or by or on behalf of the Borrower Company or the Guarantor to the Administrative Agent or any Lender other Secured Party or be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained herein or therein or as to the use of the proceeds of the Loans Notes or of the existence or possible existence of any Default or Event of Default (as such term is defined in the certificates representing the Notes) or to inspect the propertiesproperty, books or records of the Borrower Company or the Guarantor or any of its Affiliatesaffiliates. The Agent is not a trustee for any Holders and owes no fiduciary duty to any Holders.

Exculpatory Provisions. The Administrative None of any Agent, the Arranger, any Co-Agent and its officers, directors, employees, agents, attorneys-in-fact or affiliates any of their respective Affiliates shall not (i) be (a) liable for any action lawfully taken or omitted to be taken by it or such Person any of them under or in connection herewith with this Agreement or in connection with any of other Loan Document or under any other document or instrument referred to or provided for herein or therein or the other Credit Documents transactions contemplated hereby or thereby (except for its or such Person’s own gross negligence or willful misconduct), or (bii) be responsible in any manner to any of the Lenders for any recitalsrecital, statementsstatement, representations representation or warranties warranty made by the Borrower any Loan Party or any Subsidiary or Affiliate of any Loan Party, or any officer thereof, contained herein in this Agreement or in any of the other Credit Documents Loan Document, under or in connection with, this Agreement or any certificateother Loan Document, reportor the value, documentvalidity, financial statement effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other written Loan Document or oral statement any other document referred to or provided for in, herein or received by the Administrative Agent under or in connection herewith or in connection with the other Credit Documents, or enforceability or sufficiency therefor of any of the other Credit Documentstherein, or for any failure of the Borrower any Loan Party or any other party to any Loan Document to perform its obligations hereunder or thereunder, (iii) except to the extent that, with respect to any Agent, it is expressly instructed by the Lenders with respect to collateral security under the Security Documents, be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document or (iv) with respect to any Agent, be under any obligation to take any action hereunder or under any other Loan Document if such Agent believes in good faith that taking such action may conflict with any law or any provision of any Loan Document, or may require such Agent to qualify to do business in any jurisdiction where it is not then so qualified. The Administrative None of any Agent, the Arranger, any Co-Agent or any of their respective Affiliates shall not be responsible under any obligation to any Lender for the effectiveness, genuineness, validity, enforceability, collectibility or sufficiency of this Credit Agreement, or any of the other Credit Documents or for any representations, warranties, recitals or statements made herein or therein or made by the Borrower in any written or oral statement or in any financial or other statements, instruments, reports, certificates or any other documents in connection herewith or therewith furnished or made by the Administrative Agent to the Lenders or by or on behalf of the Borrower to the Administrative Agent or any Lender or be required to ascertain or to inquire as to the observance or performance or observance of any of the terms, conditions, provisions, covenants or agreements contained herein in, or therein conditions of, this Agreement or as to the use of the proceeds of the Loans or of the existence or possible existence of any Default or Event of Default other Loan Document, or to inspect the properties, books or records of the Borrower any Loan Party or any Subsidiary or Affiliate of its Affiliatesany Loan Party.

Exculpatory Provisions. The Neither the Administrative Agent and nor any of its officers, directors, employees, agents, attorneys-in-fact or affiliates Related Parties nor any Receiver shall not be (a) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection herewith with this Agreement or in connection with any of the other Credit Documents Loan Document (except for its or such Person’s Related Parties’ own gross negligence or willful misconduct), misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction) or (b) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by the Borrower contained herein Credit Parties or in any of the their respective Subsidiaries or any of their respective officers contained in this Agreement, any other Credit Documents Loan Document or in any certificate, report, document, financial statement or other written or oral statement document referred to or provided for in, or received by the Administrative Agent under or in connection herewith with, this Agreement or in connection with the any other Credit Documents, or enforceability or sufficiency therefor of any of the other Credit Documents, Loan Document or for any failure of the Borrower any Credit Party or any of its officers to perform its obligations hereunder or thereunder. The Administrative Agent shall not be under any obligation to any Lender 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 the Credit Parties or any of their respective Subsidiaries. The Administrative Agent shall not be responsible to any Lender for the effectiveness, genuineness, validity, enforceability, collectibility collectability or sufficiency of this Credit Agreement, Agreement or any of the other Credit Documents Loan Document or for any representations, warranties, recitals or statements made herein or therein or made by the Borrower in any written or oral statement or in any financial or other statements, instruments, reports, certificates or any other documents in connection herewith or therewith furnished or made by the Administrative Agent to the Lenders or by or on behalf of the Borrower Credit Parties or any of their respective Subsidiaries to the Administrative Agent or any Lender or be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained herein or therein or as to the use of the proceeds of the Loans or of the existence or possible existence of any Default or Event of Default Default. The Administrative Agent shall not be responsible to any Lender for the creation, perfection or priority of any Lien, or security interest created or purported to inspect be created under the propertiesSecurity Documents, books or records for any failure of the Borrower any Credit Party or any of other party to any Loan Document to perform its Affiliatesobligations thereunder.

Exculpatory Provisions. The Administrative Neither the Agent, the Collateral Agent and its nor any of their respective directors, officers, directors, employees, agents, attorneys-in-fact employees or affiliates agents shall not be (ai) liable for any action lawfully taken or omitted to be taken by it or such Person any of them under or in connection herewith or in connection with any of the other Credit Loan Documents or the transactions contemplated hereby or thereby (except for its or such Person’s own gross negligence or willful misconduct), misconduct in connection with its duties expressly set forth herein) or (bii) responsible in any manner to any of the Lenders or participants for any recitals, statements, representations or warranties made by any of the Borrower Facility Parties contained herein or in any of the other Credit Loan Documents or in any certificate, report, document, financial statement or other written or oral statement referred to or provided for in, or received by the Administrative Agent or the Collateral Agent under or in connection herewith or in connection with the other Credit Loan Documents, or enforceability or sufficiency therefor of any of the other Credit Loan Documents, or for any failure of the Borrower any Facility Party to perform its obligations hereunder or thereunder. The Administrative Agent shall not be responsible to any Lender for the effectiveness, genuineness, validity, enforceability, collectibility or sufficiency of this Credit Agreement, or any of the other Credit Documents or for any representations, warranties, recitals or statements made herein or therein or made by the Borrower in any written or oral statement or in any financial or other statements, instruments, reports, certificates or any other documents in connection herewith or therewith furnished or made by the Administrative Agent to the Lenders or by or on behalf of the Borrower to the Administrative Agent or any Lender thereunder or be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained herein or therein or as to the use of the proceeds of the Loans or of the existence or possible existence of any Default or Event of Default or to inspect the properties, books or records of the Borrower or any of its AffiliatesFacility Parties.

Exculpatory Provisions. The Administrative Agent and its officers, directors, employees, agents, attorneys-in-fact or affiliates shall not be (ai) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection herewith or in connection with any of the other Credit Documents (except for its or such Person’s 's own gross negligence or willful misconduct), or (bii) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by any of the Borrower Credit Parties contained herein or in any of the other Credit Documents or in any certificate, report, document, financial statement or other written or oral statement referred to or provided for in, or received by the Administrative Agent under or in connection herewith or in connection with the other Credit Documents, or enforceability or sufficiency therefor of any of the other Credit Documents, or for any failure of the Borrower to perform its obligations hereunder or thereunder. The Administrative Agent shall not be responsible to any Lender for the effectiveness, genuineness, validity, enforceability, collectibility or sufficiency of this Credit Agreement, or any of the other Credit Documents or for any representations, warranties, recitals or statements made herein or therein or made by the Borrower in any written or oral statement or in any financial or other statements, instruments, reports, certificates or any other documents in connection herewith or therewith furnished or made by the Administrative Agent to the Lenders or by or on behalf of the Borrower to the Administrative Agent or any Lender or be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained herein or therein or as to the use of the proceeds of the Loans or the use of the Letters of Credit or of the existence or possible existence of any Default or Event of Default or to inspect the properties, books or records of the Borrower or any of its Affiliates.

Exculpatory Provisions. The Administrative Agent and its officers, directors, employees, agents, attorneysNo Agent-in-fact or affiliates Related Person shall not be (a) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection herewith or in connection with any of the other Credit Documents (except for its or such Person’s own gross negligence or willful misconduct), ) or (b) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by any of the Borrower Borrowers or their Subsidiaries contained herein or in any of the other Credit Documents or in any certificate, report, document, financial statement or other written or oral statement referred to or provided for in, or received by the Administrative Agent an Agent-Related Person under or in connection herewith or in connection with the other Credit Documents, or the enforceability or sufficiency therefor of this Credit Agreement or any of the other Credit Documents, or for any failure of the Borrower Borrowers or their Subsidiaries to perform its their obligations hereunder or thereunder. The Administrative Agent No Agent-Related Person shall not be responsible to any Lender for the effectiveness, genuineness, validity, enforceability, collectibility or sufficiency of this Credit Agreement, or any of the other Credit Documents or for any representations, warranties, recitals or statements made herein or therein or made by the Borrower Borrowers or their Subsidiaries in any written or oral statement or in any financial or other statements, instruments, reports, certificates or any other documents in connection herewith or therewith furnished or made by the Administrative Agent an Agent-Related Person to the Lenders or by or on behalf of the Borrower Borrowers or their Subsidiaries to the Administrative Agent an Agent-Related Person or any Lender or be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained herein or therein or as to the use of the proceeds of the Loans or of the existence or possible existence of any Default or Event of Default or to inspect the properties, books or records of the Borrower Borrowers or their Subsidiaries. The Administrative Agent shall not have any duties or obligations except those expressly set forth herein. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default or an Event of Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby that the Administrative Agent is required to exercise in writing as directed by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 11.6), and (c) except as expressly set forth herein, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrowers or any of their Subsidiaries that is communicated to or obtained by the bank serving as Administrative Agent or any of its AffiliatesAffiliates in any capacity.

Exculpatory Provisions. The Administrative Agent and its officers, directors, employees, agents, attorneys-in-fact or affiliates shall not be (ai) liable for any action lawfully taken or omitted to be taken by it or such Person in good faith under or in connection herewith or in connection with any of the other Credit Documents (except for its or such Person’s 's own gross negligence or willful misconduct), or (bii) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by the Borrower contained herein or in any of the other Credit Documents or in any certificate, report, document, financial statement or other written or oral statement referred to or provided for in, or received by the Administrative Agent under or in connection herewith or in connection with the other Credit Documents, or enforceability or sufficiency therefor of any of the other Credit Documents, or for any failure of the Borrower to perform its obligations hereunder or thereunder. The Administrative Agent shall not be responsible to any Lender for the effectiveness, genuineness, validity, enforceability, collectibility collectability or sufficiency of this Credit Agreement, or any of the other Credit Documents or for any representations, warranties, recitals or statements made herein or therein or made by the Borrower in any written or oral statement or in any financial or other statements, instruments, reports, certificates or any other documents in connection herewith or therewith furnished or made by the Administrative Agent to the Lenders or by or on behalf of the Borrower to the Administrative Agent or any Lender or be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained herein or therein or as to the use of the proceeds of the Loans or of the existence or possible existence of any Default or Event of Default or to inspect the properties, books or records of the Borrower or any of its Affiliatesaffiliates.

Exculpatory Provisions. The Administrative Agent and its officers, directors, employees, agents, attorneys-in-fact or affiliates shall not be (ai) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection herewith or in connection with any of the other Credit Documents (except for its or such Person’s 's own gross negligence or willful misconduct), or (bii) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by any of the Borrower Credit Parties contained herein or in any of the other Credit Documents or in any certificate, report, document, financial statement or other written or oral statement referred to or provided for in, or received by the Administrative Agent under or in connection herewith or in connection with the other Credit Documents, or enforceability or sufficiency therefor of any of the other Credit Documents, or for any failure of the Borrower any Credit Party to perform its obligations hereunder or thereunder. The Administrative Agent shall not be responsible to any Lender for the effectiveness, genuineness, validity, enforceability, collectibility or sufficiency of this Credit Agreement, or any of the other Credit Documents or for any representations, warranties, recitals or statements made herein or therein or made by the Borrower or any Credit Party in any written or oral statement or in any financial or other statements, instruments, reports, certificates or any other documents in connection herewith or therewith furnished or made by the Administrative Agent to the Lenders or by or on behalf of the Borrower Credit Parties to the Administrative Agent or any Lender or be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained herein or therein or as to the use of the proceeds of the Loans or the use of the Letters of Credit or of the existence or possible existence of any Default or Event of Default or to inspect the properties, books or records of the Borrower Credit Parties or any of its their respective Affiliates.

Exculpatory Provisions. The Neither the Administrative Agent and nor any of its respective officers, directors, employees, agents, attorneys-in-fact or affiliates shall not be (ai) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection herewith with this Agreement or in connection with any of the other Credit Documents Document (except for its or such Person’s own gross negligence or willful misconduct), ) or (bii) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by the any Borrower contained herein or in any of the its Subsidiaries or any of their respective officers contained in this Agreement, any other Credit Documents Document or in any certificate, report, document, financial statement or other written or oral statement document referred to or provided for in, or received by the Administrative Agent under or in connection herewith with, this Agreement or in connection with the any other Credit Documents, or enforceability or sufficiency therefor of any of the other Credit Documents, Document or for any failure of any Borrower or any Subsidiary of the Borrower Borrowers or any of their respective officers to perform its obligations hereunder or thereunder. The Administrative Agent shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement, or to inspect the properties, books or records of any Borrower or any of its Subsidiaries. The Administrative Agent shall not be responsible to any Lender for the effectiveness, genuineness, validity, enforceability, collectibility collectability or sufficiency of this Credit Agreement, Agreement or any of the other Credit Documents Document or for any representations, warranties, recitals or statements made herein or therein or made by the Borrower in any written or oral statement or in any financial or other statements, instruments, reports, certificates or any other documents in connection herewith or therewith furnished or made by the Administrative Agent to the Lenders or by or on behalf of the any Borrower or any of its Subsidiaries to the Administrative Agent or any Lender or be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained herein or therein or as to the use of the proceeds of the Loans or of the existence or possible existence of any Default or Event of Default or to inspect the properties, books or records of the Borrower or any of its AffiliatesDefault.

Exculpatory Provisions. The Administrative Agent and its officers, directors, employees, agents, attorneys-in-fact or affiliates shall not be (ai) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection herewith or in connection with any of the other Credit Documents (except for its or such Person’s 's own gross negligence or willful misconduct), or (bii) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by any of the Borrower Credit Parties contained herein or in any of the other Credit Documents or in any certificate, report, document, financial statement or other written or oral statement referred to or provided for in, or received by the Administrative Agent under or in connection herewith or in connection with the other Credit Documents, or enforceability or sufficiency therefor of any of the other Credit Documents, or for any failure of the Borrower any Credit Party to perform its obligations hereunder or thereunder. The Administrative Agent shall not be responsible to any Lender for the effectiveness, genuineness, validity, enforceability, collectibility collectability or sufficiency of this Credit Agreement, or any of the other Credit Documents or for any representations, warranties, recitals or statements made herein or therein or made by the Borrower or any Credit Party in any written or oral statement or in any financial or other statements, instruments, reports, certificates or any other documents in connection herewith or therewith furnished or made by the Administrative Agent to the Lenders or by or on behalf of the Borrower Credit Parties to the Administrative Agent or any Lender or be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained herein or therein or as to the use of the proceeds of the Loans Loans, the use of the Letters of Credit or of the existence or possible existence of any Default or Event of Default or to inspect the properties, books or records of the Borrower Credit Parties or any of its their respective Affiliates.

Exculpatory Provisions. The Administrative Neither the Agent and nor any of its officers, directors, employees, agents, attorneys-in-fact or affiliates shall not be (a) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection herewith or in connection with any of the other Credit Documents (except for its or such Person’s 's own gross negligence or willful misconduct), ) or (b) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by any of the Borrower Credit Parties contained herein or in any of the other Credit Documents or in any certificate, report, document, financial statement or other written or oral statement referred to or provided for in, or received by the Administrative Agent under or in connection herewith or in connection with the other Credit Documents, or enforceability or sufficiency therefor of any of the other Credit Documents, or for any failure of the Borrower to perform its obligations hereunder or thereunder. The Administrative Agent shall not be responsible to any Lender for the effectiveness, genuineness, validity, enforceability, collectibility or sufficiency of this Credit Agreement, or any of the other Credit Documents or for any representations, warranties, recitals or statements made herein or therein or made by the Borrower any Credit Party in any written or oral statement or in any financial or other statements, instruments, reports, certificates or any other documents in connection herewith or therewith furnished or made by the Administrative Agent to the Lenders or by or on behalf of the Borrower Credit Parties to the Administrative Agent or any Lender or be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained herein or therein or as to the use of the proceeds of the Loans or the use of the Letters of Credit or of the existence or possible existence of any Default or Event of Default or to inspect the properties, books or records of the Borrower or any of its AffiliatesConsolidated Parties. The Agent is not trustee for the Lenders and owes no fiduciary duty to the Lenders.

Exculpatory Provisions. The Administrative Agent and its Neither the Agents nor any of their officers, directors, employees, agents, attorneys-in-fact or affiliates Affiliates shall not be (ai) liable for any action lawfully taken or omitted to be taken by it them or such Person under or in connection herewith with this Agreement or in connection with any of the other Credit Documents (except for its their or such Person’s 's own gross negligence or willful misconduct), ) or (bii) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by the Borrower contained herein or in Company, any of the its Subsidiaries or any of their respective officers contained in this Agreement, any other Credit Documents Documents, or in any certificate, report, document, financial statement or other written or oral statement document referred to or provided for in, or received by the Administrative Agent Agents under or in connection herewith with, this Agreement or in connection with the any other Credit Documents, or enforceability or sufficiency therefor of any of the other Credit Documents, Document or for any failure of the Borrower Company, any of its Subsidiaries or any of their respective officers to perform its obligations hereunder or thereunder. The Administrative Agent Agents shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or the other Credit Documents, or to inspect the properties, books or records of the Company or any of its Subsidiaries. The Agents shall not be responsible to any Lender for the effectiveness, genuineness, validity, enforceability, collectibility collectability or sufficiency of this Credit Agreement, Agreement or any of the other Credit Documents Document or for any representations, warranties, recitals or statements made herein or therein or made by the Borrower in any written or oral statement or in any financial or other statements, instruments, reports, certificates or any other documents in connection herewith or therewith furnished or made by the Administrative Agent Agents to the Lenders or by or on behalf of the Borrower Company or any of its Subsidiaries to the Administrative Agent Agents or any Lender or be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained herein or therein or as to the use of the proceeds of the Loans Loan or of the existence or possible existence of any Potential Event of Default or Event of Default or to inspect the properties, books or records of the Borrower or any of its AffiliatesDefault.

Exculpatory Provisions. The Neither the Administrative Agent and nor any of its respective officers, directors, employees, agents, attorneys-in-fact or affiliates shall not be (ai) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection herewith or in connection with any of the other Credit Documents this Agreement (except for its or such Person’s 's own gross negligence or willful misconduct), ) or (bii) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by the Borrower contained herein or in of its Subsidiaries or any of the their respective officers contained in this Agreement, any other Credit Documents Document or in any certificate, report, document, financial statement or other written or oral statement document referred to or provided for in, or received by the Administrative Agent under or in connection herewith with, this Agreement or in connection with the any other Credit Documents, or enforceability or sufficiency therefor of any of the other Credit Documents, Document or for any failure of the Borrower or any Subsidiary of the Borrower or any of their respective officers to perform its obligations hereunder or thereunder. The Administrative Agent shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement, or to inspect the properties, books or records of the Borrower or any of its Subsidiaries. The Administrative Agent shall not be responsible to any Lender for the effectiveness, genuineness, validity, enforceability, collectibility or sufficiency of this Credit Agreement, Agreement or any of the other Credit Documents Document or for any representations, warranties, recitals or statements made herein or therein or made by the Borrower in any written or oral statement or in any financial or other statements, instruments, reports, certificates or any other documents in connection herewith or therewith furnished or made by the Administrative Agent to the Lenders or by or on behalf of the Borrower or any of its Subsidiaries to the Administrative Agent or any Lender or be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained herein or therein or as to the use of the proceeds of the Loans or of the existence or possible existence of any Default or Event of Default or to inspect the properties, books or records of the Borrower or any of its AffiliatesDefault.

Exculpatory Provisions. The Neither the Administrative Agent and nor any of its officers, directors, employees, agents, attorneys-in-fact or affiliates shall not be (ai) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection herewith with this Agreement or in connection with any of the other Credit Documents (except for its or such Person’s 's own gross negligence or willful misconduct), ) or (bii) responsible in any manner to any of the Lenders Banks for any recitals, statements, representations or warranties made by the Borrower contained herein or in Borrower, any of its Subsidiaries or any of their respective officers contained in this Agreement or the other Credit Documents or in any certificate, report, document, financial statement or other written or oral statement document referred to or provided for in, or received by the Administrative Agent under or in connection herewith with, this Agreement or in connection with the any other Credit Documents, or enforceability or sufficiency therefor of any of the other Credit Documents, Document or for any failure of the Borrower or any of its Subsidiaries or any of their respective officers to perform its obligations hereunder or thereunder. The Administrative Agent shall not be under any obligation to any Bank to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or the other Credit Documents, or to inspect the properties, books or records of the Borrower or any of its Subsidiaries. The Administrative Agent shall not be responsible to any Lender Bank for the effectiveness, genuineness, validity, enforceability, collectibility or sufficiency of this Credit Agreement, Agreement or any of the other Credit Documents Document or for any representations, warranties, recitals or statements made herein or therein or made by the Borrower in any written or oral statement or in any financial or other statements, instruments, reports, certificates or any other documents in connection herewith or therewith furnished or made by the Administrative Agent to the Lenders Banks or by or on behalf of the Borrower to the Administrative Agent Agent, or any Lender Bank or be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained herein or therein or as to the use of the proceeds of the Loans or of the existence or possible existence of any Default or Event of Default or to inspect the properties, books or records of the Borrower or any of its AffiliatesDefault.

Exculpatory Provisions. The Neither the Administrative Agent and nor any of its officers, directors, employees, agents, attorneys-in-fact or affiliates shall not be (ai) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection herewith with this Agreement or in connection with any of the other Credit Documents (except for its or such Person’s 's own gross negligence or willful misconduct), ) or (bii) responsible in any manner to any of the Lenders Banks for any recitals, statements, representations or warranties made by the Borrower contained herein or in Company, any of its Subsidiaries or any of their respective officers contained in this Agreement or the other Credit Documents or in any certificate, report, document, financial statement or other written or oral statement document referred to or provided for in, or received by the Administrative Agent under or in connection herewith with, this Agreement or in connection with the any other Credit Documents, or enforceability or sufficiency therefor of any of the other Credit Documents, Document or for any failure of the Borrower Company or any of its Subsidiaries or any of their respective officers to perform its obligations hereunder or thereunder. The Administrative Agent shall not be under any obligation to any Bank to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or the other Credit Documents, or to inspect the properties, books or records of the Company or any of its Subsidiaries. The Administrative Agent shall not be responsible to any Lender Bank for the effectiveness, genuineness, validity, enforceability, collectibility or sufficiency of this Credit Agreement, Agreement or any of the other Credit Documents Document or for any representations, warranties, recitals or statements made herein or therein or made by the Borrower in any written or oral statement or in any financial or other statements, instruments, reports, certificates or any other documents in connection herewith or therewith furnished or made by the Administrative Agent to the Lenders Banks or by or on behalf of the either Borrower to the Administrative Agent Agent, or any Lender Bank or be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained herein or therein or as to the use of the proceeds of the Loans or of the existence or possible existence of any Default or Event of Default or to inspect the properties, books or records of the Borrower or any of its AffiliatesDefault.

Exculpatory Provisions. The Administrative Agent and its officers, directors, employees, agents, attorneys-in-fact or affiliates shall not be (ai) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection herewith or in connection with any of the other Credit Documents (except for its or such Person’s 's own gross negligence or willful misconduct), or (bii) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by any of the Borrower Credit Parties contained herein or in any of the other Credit Documents or in any certificate, report, document, financial statement or other written or oral statement referred to or provided for in, or received by the Administrative Agent under or in connection herewith or in connection with the other Credit Documents, or enforceability or sufficiency therefor of any of the other Credit Documents, or for any failure of the Borrower to perform its obligations hereunder or thereunder. The Administrative Agent shall not be responsible to any Lender for the effectiveness, genuineness, validity, enforceability, collectibility or sufficiency of this Credit Agreement, or any of the other Credit Documents or for any representations, warranties, recitals or statements made herein or therein or made by the Borrower in any written or oral statement or in any financial or other statements, instruments, reports, certificates or any other documents in connection herewith or therewith furnished or made by the Administrative Agent to the Lenders or by or on behalf of the Borrower to the Administrative Agent or any Lender or be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained herein or therein or as to the use of the proceeds of the Loans or of the existence or possible existence of any Default or Event of Default or to inspect the properties, books or records of the Borrower or any of its Affiliates.

Exculpatory Provisions. The Neither the Administrative Agent and nor any of its officers, directors, employees, agents, attorneys-in-fact or affiliates shall not be (ai) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection herewith or in connection with any of the other Credit Operative Documents (except for its or such Person’s 's own gross negligence or willful misconduct), or (bii) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by the Borrower contained herein or in any of the other Credit Operative Documents or in any certificate, report, document, financial statement or other written or oral statement document referred to or provided for in, or received by the Administrative Agent under or in connection herewith or in connection with the other Credit Operative Documents, or enforceability or sufficiency therefor of any of the other Credit Operative Documents, or for any failure of any party (not including the Borrower Administrative Agent) to any Operative Document to perform its obligations hereunder or thereunder. The Administrative Agent shall not be responsible to any Lender for the effectiveness, genuineness, validity, enforceability, collectibility collectability or sufficiency of this Credit Loan Agreement, or any of the other Credit Operative Documents or for any representations, warranties, recitals or statements made herein or therein or made by the Borrower Lessee, the Lessor Trust, the Owner Trustee or the Certificate Holders in any written or oral statement or in any financial or other statements, instruments, reports, certificates or any other documents in connection herewith or therewith furnished or made by the Administrative Agent to the Lenders or by or on behalf of the Borrower Lessee, the Lessor Trust, the Owner Trustee or the Certificate Holders to the Administrative Agent or any Lender or be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained herein or therein or as to the use of the proceeds of the Loans or of the existence or possible existence of any Default or Event of Default or to inspect the properties, books or records of the Borrower Lessee, the Lessor Trust or any of its Affiliatesthe Certificate Holders.

Exculpatory Provisions. The Administrative No Agent and or any of its Affiliates or any of their officers, directors, employees, agents, agents or attorneys-in-fact or affiliates shall not be (ai) liable for any action lawfully taken or omitted to be taken by it or such Person in its capacity as an Agent under or in connection herewith or in connection with any of the other Credit Documents Document (except for its or to the extent found to have resulted from such Person’s 's own gross negligence or willful misconduct), ) or (bii) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by the Borrower Parent, the Borrower, any of their respective Subsidiaries or any of their respective officers contained herein or in any of the Credit Document, any other Credit Documents Document or in any certificate, report, document, financial statement or other written or oral statement document referred to or provided for in, or received by the Administrative any Agent under or in connection herewith or in connection with the other Credit Documentswith, or enforceability or sufficiency therefor of any of the other Credit Documents, Document or for any failure of the Parent, the Borrower or any of their respective Subsidiaries or any of their respective officers to perform its obligations hereunder or thereunder. The Administrative No Agent shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or condition of, any Document, or to inspect the properties, books or records of the Parent, the Borrower or any of their respective Subsidiaries. No Agent shall be responsible to any Lender for the effectiveness, genuineness, validity, enforceability, collectibility collectability or sufficiency of this Credit Agreement, or any of the other Credit Documents Document or for any representations, warranties, recitals or statements made herein or therein or made by the Borrower in any written or oral statement or in any financial or other statements, instruments, reports, certificates or any other documents in connection herewith or therewith furnished or made by the Administrative any Agent to the Lenders or by or on behalf of the Parent, the Borrower or any of their respective Subsidiaries to the Administrative any Agent or any Lender or be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained herein or therein or as to the use of the proceeds of the Loans or of the existence or possible existence of any Default or Event of Default or to inspect the properties, books or records of the Borrower or any of its AffiliatesDefault.

Exculpatory Provisions. The Neither the Administrative Agent and nor any of its officers, directors, employees, agents, attorneys-in-attorneys in fact or affiliates shall not be (ai) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection herewith or in connection with any of the other Credit Loan Documents (except the Administrative Agent for its or such Person’s own gross negligence or willful misconduct), or (bii) responsible in any manner to any of the Lenders other Credit Party for any recitals, statements, representations or warranties made by the Borrower Borrower, or any officer thereof, contained herein or in any of the other Credit Loan Documents or in any certificate, report, document, financial statement or other written or oral statement document referred to or provided for in, or received by the Administrative Agent under or in connection herewith with, the Loan Documents or in connection with for the other Credit Documentsvalue, or validity, effectiveness, genuineness, perfection, enforceability or sufficiency therefor of any of the other Credit Documents, Loan Documents or for any failure of the Borrower or any other Person to perform its obligations hereunder or thereunder. The Administrative Agent shall not be responsible to for or have any Lender for the effectiveness, genuineness, validity, enforceability, collectibility or sufficiency of this Credit Agreement, or any of the other Credit Documents or for any representations, warranties, recitals or statements made herein or therein or made by the Borrower in any written or oral statement or in any financial or other statements, instruments, reports, certificates or any other documents in connection herewith or therewith furnished or made by the Administrative Agent to the Lenders or by or on behalf of the Borrower to the Administrative Agent or any Lender or be required duty to ascertain or inquire as to into (a) any statement, warranty or representation made in or in connection with any Loan Document, (b) the contents of any certificate, report or other document delivered thereunder or in connection therewith, (c) the performance or observance of any of the termscovenants, conditionsagreements or other terms or conditions set forth therein, provisions(d) the validity, covenants enforceability, effectiveness or agreements contained herein genuineness thereof or therein any other agreement, instrument or as other document or (e) the satisfaction of any condition set forth in Section 5, Section 6 or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the use Administrative Agent. Each Credit Party acknowledges that the Administrative Agent shall not be under any duty to take any discretionary action permitted under the Loan Documents unless the Administrative Agent shall be instructed in writing to do so by the Required Lenders; provided, however, that the Administrative Agent shall not be required to take any action which exposes the Administrative Agent to personal liability or is contrary to law or any provision of the proceeds of the Loans Loan Documents. The Administrative Agent shall not be under any liability or of the existence or possible existence of any Default or Event of Default or responsibility whatsoever, as Administrative Agent, to inspect the properties, books or records of the Borrower or any other Person as a consequence of any failure or delay in performance, or any breach, by any other Credit Party of any of its Affiliatesobligations under any of the Loan Documents.

Exculpatory Provisions. The Neither the Administrative Agent and nor any of its officers, directors, employees, agents, attorneys-in-fact or affiliates shall not be (ai) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection herewith with this Agreement or in connection with any of the other Credit Documents (except for its or such Person’s 's own gross negligence or willful misconduct), ) or (bii) responsible in any manner to any of the Lenders Banks for any recitals, statements, representations or warranties made by the Borrower contained herein or in Borrower, any of its Subsidiaries or any of their respective officers contained in this Agreement or the other Credit Documents Documents, any other Document or in any certificate, report, document, financial statement or other written or oral statement document referred to or provided for in, or received by the Administrative Agent under or in connection herewith with, this Agreement or in connection with the any other Credit Documents, or enforceability or sufficiency therefor of any of the other Credit Documents, Document or for any failure of the Borrower or any of its Subsidiaries or any of their respective officers to perform its obligations hereunder or thereunder. The Administrative Agent shall not be under any obligation to any Bank to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or the other Documents, or to inspect the properties, books or records of the Borrower or any of its Subsidiaries. The Administrative Agent shall not be responsible to any Lender Bank for the effectiveness, genuineness, validity, enforceability, collectibility collectability or sufficiency of this Credit Agreement, Agreement or any of the other Credit Documents Document or for any representations, warranties, recitals or statements made herein or therein or made by the Borrower in any written or oral statement or in any financial or other statements, instruments, reports, certificates or any other documents in connection herewith or therewith furnished or made by the Administrative Agent to the Lenders Banks or by or on behalf of the Borrower or any of its Subsidiaries to the Administrative Agent or any Lender Bank or be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained herein or therein or as to the use of the proceeds of the Loans or of the existence or possible existence of any Default or Event of Default or to inspect the properties, books or records of the Borrower or any of its AffiliatesDefault.

Exculpatory Provisions. The None of the Administrative Agent and or any of its officers, directors, employees, agents, attorneys-in-fact or affiliates shall not be (ai) liable for any action lawfully taken or omitted to be taken by it or such Person in its capacity as Administrative Agent under or in connection herewith with this Agreement or in connection with any of the other Credit Documents (except for its or such Person’s 's own gross negligence or willful misconduct), ) or (bii) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by the Borrower contained herein or in Borrower, any of its Subsidiaries or any of its officers contained in this Agreement or the other Credit Documents Documents, any other Document or in any certificate, report, document, financial statement or other written or oral statement document referred to or provided for in, or received by the Administrative Agent under or in connection herewith with, this Agreement or in connection with the any other Credit Documents, or enforceability or sufficiency therefor of any of the other Credit Documents, Document or for any failure of the Borrower or any of its Subsidiaries or any of their respective officers to perform its obligations hereunder or thereunder. The Administrative Agent shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or the other Documents, or to inspect the properties, books or records of the Borrower or any of its Subsidiaries. The Administrative Agent shall not be responsible to any Lender for the effectiveness, genuineness, validity, enforceability, collectibility collectability or sufficiency of this Credit Agreement, Agreement or any of the other Credit Documents Document or for any representations, warranties, recitals or statements made herein or therein or made by the Borrower in any written or oral statement or in any financial or other statements, instruments, reports, certificates or any other documents in connection herewith or therewith furnished or made by the Administrative Agent to the Lenders or by or on behalf of the Borrower or any of its Subsidiaries to the Administrative Agent or any Lender or be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained herein or therein or as to the use of the proceeds of the Loans or of the existence or possible existence of any Default or Event of Default or to inspect the properties, books or records of the Borrower or any of its AffiliatesDefault.

Exculpatory Provisions. The Administrative Agent and or any of its officers, directors, employees, agents, attorneys-in-fact or affiliates shall not be (a) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection herewith or in connection with any of the other Credit Documents (except for its or such Person’s 's own gross negligence or willful misconduct), or (b) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by any of the Borrower Consolidated Parties contained herein or in any of the other Credit Documents or in any certificate, report, document, financial statement or other written or oral statement document referred to or provided for in, or received by the Administrative Agent under or in connection herewith or in connection with the other Credit Documents, or enforceability or sufficiency therefor of any of the other Credit Documents, or for any failure of any of the Borrower Borrowers to perform its obligations hereunder or thereunder. The Administrative Agent shall not be responsible to any Lender for the effectiveness, genuineness, validity, enforceability, collectibility or sufficiency of this Credit Agreement, or any of the other Credit Documents or for any representations, warranties, recitals or statements made herein or therein or made by the Borrower Borrowers or any of the Consolidated Parties in any written or oral statement or in any financial or other statements, instruments, reports, certificates or any other documents in connection herewith or therewith furnished or made by the Administrative Agent to the Lenders or by or on behalf of the Borrower Consolidated Parties to the Administrative Agent or any Lender or be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained herein or therein or as to the use of the proceeds of the Loans or of the existence or possible existence of any Default or Event of Default or to inspect the properties, books or records of the Borrower or Consolidated Parties. The Agent is not a trustee for the Lenders and owes no fiduciary duty to any of its Affiliatesthe Lenders.

Exculpatory Provisions. The Administrative Neither the Agent, any Co-Agent and its ---------------------- nor any of their officers, directors, employees, agents, attorneys-in-fact or affiliates (including, without limitation, CABSC) shall not be (ai) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection herewith or in connection with any of the other Credit Documents this Agreement (except for its or such Person’s 's own gross negligence or willful misconduct), ) or (bii) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by the Borrower contained herein Holdings or in any Subsidiary or any of the their respective officers contained in this Agreement, any other Credit Documents Document or in any certificate, report, document, financial statement or other written or oral statement document referred to or provided for in, or received by the Administrative Agent or any Co-Agent under or in connection herewith with, this Agreement or in connection with the any other Credit Documents, or enforceability or sufficiency therefor of any of the other Credit Documents, Document or for any failure of the Borrower Holdings or any Subsidiary or any of their respective officers to perform its obligations hereunder or thereunder. The Administrative Neither the Agent nor any Co-Agent shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement, or to inspect the properties, books or records of Holdings, the Borrower or any Subsidiary. Neither the Agent nor any Co-Agent shall be responsible to any Lender for the effectiveness, genuineness, validity, enforceability, collectibility or sufficiency of this Credit Agreement, Agreement or any of the other Credit Documents Document or for any representations, warranties, recitals or statements made herein or therein or made by the Borrower in any written or oral statement or in any financial or other statements, instruments, reports, certificates or any other documents in connection herewith or therewith furnished or made by the Administrative Agent or any Co-Agent to the Lenders or by or on behalf of the Borrower to the Administrative Agent or any Co-Agent or any Lender or be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained herein or therein or as to the use of the proceeds of the Loans or of the existence or possible existence of any Default or Event of Default or to inspect the properties, books or records of the Borrower or any of its AffiliatesDefault.

Exculpatory Provisions. The Neither the Administrative Agent and nor any of its respective officers, directors, employees, agents, attorneys-in-fact or affiliates shall not be be: (ai) liable for any action lawfully taken or omitted to be taken by it or such Person person under or in connection herewith or in connection with any of the other Credit Documents this Agreement (except for its or such Personperson’s own gross negligence or willful misconduct), ; or (bii) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by the Borrower contained herein or in of its Subsidiaries or any of the their respective officers contained in this Agreement, any other Credit Documents Document or in any certificate, report, document, financial statement or other written or oral statement document referred to or provided for in, or received by the Administrative Agent under or in connection herewith with, this Agreement or in connection with the any other Credit Documents, or enforceability or sufficiency therefor of any of the other Credit Documents, Document or for any failure of the Borrower or any Subsidiary of the Borrower or any of their respective officers to perform its obligations hereunder or thereunder. The Administrative Agent shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement, or to inspect the properties, books or records of the Borrower or any of its Subsidiaries. The Administrative Agent shall not be responsible to any Lender for the effectiveness, genuineness, validity, enforceability, collectibility or sufficiency of this Credit Agreement, Agreement or any of the other Credit Documents Document or for any representations, warranties, recitals or statements made herein or therein or made by the Borrower in any written or oral statement or in any financial or other statements, instruments, reports, certificates or any other documents in connection herewith or therewith furnished or made by the Administrative Agent to the Lenders or by or on behalf of the Borrower or any of its Subsidiaries to the Administrative Agent or any Lender or be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained herein or therein or as to the use of the proceeds of the Loans or of the existence or possible existence of any Default or Event of Default or to inspect the properties, books or records of the Borrower or any of its AffiliatesDefault.

Exculpatory Provisions. The Administrative Neither the Agent and nor any of its respective officers, directors, employees, agents, attorneys-in-fact or affiliates shall not be (ai) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection herewith or in connection with any of the other Credit Documents (except for its or such Person’s 's own gross negligence or willful misconduct), or (bii) responsible in any manner to any of the Lenders Banks for any recitals, statements, representations or warranties made by any of the Borrower Credit Parties contained herein or in any of the other Credit Documents or in any certificate, report, document, financial statement or other written or oral statement document referred to or provided for in, or received by the Administrative Agent under or in connection herewith or in connection with the other Credit Documents, or enforceability or sufficiency therefor hereof or of any of the other Credit Documents, or for any failure of the Borrower or the Guarantors to perform its their obligations hereunder or thereunder. The Administrative Agent shall not be responsible to any Lender Bank for the effectiveness, genuineness, validity, enforceability, collectibility collectability or sufficiency of this Credit Agreement, or any of the other Credit Documents or for any representations, warranties, recitals or statements made herein or therein or made by the Borrower or any Credit Party in any written or oral statement or in any financial or other statements, instruments, reports, certificates or any other documents in connection herewith or therewith furnished or made by the Administrative Agent to the Lenders Banks or by or on behalf of the Borrower Credit Parties to the Administrative Agent or any Lender Bank or be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained herein or therein or as to the use of the proceeds of the Revolving Loans or of the existence or possible existence of any Default or Event of Default or to inspect the properties, books or records of the Borrower or any of its AffiliatesCredit Parties.

Exculpatory Provisions. The Administrative Agent and its officers, directors, employees, agents, attorneys-in-fact fact, or affiliates shall not be (ai) liable for any action lawfully taken or omitted to be taken by it or such Person in good faith under or in connection herewith or in connection with any of the other Credit Documents (except for its or such Person’s own gross negligence or willful misconduct), or (bii) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by the Borrower any Credit Party contained herein or in any of the other Credit Documents or in any certificate, report, document, financial statement statement, or other written or oral statement referred to or provided for in, or received by the Administrative Agent under or in connection herewith or in connection with the other Credit Documents, or enforceability or sufficiency therefor of any of the other Credit Documents, or for any failure of the Borrower any Credit Party to perform its obligations hereunder or thereunder. The Administrative Agent shall not be responsible to any Lender for the effectiveness, genuineness, validity, enforceability, collectibility collectibility, or sufficiency of this Credit Agreement, or any of the other Credit Documents or for any representations, warranties, recitals recitals, or statements made herein or therein or made by the Borrower any Credit Party in any written or oral statement or in any financial or other statements, instruments, reports, certificates certificates, or any other documents in connection herewith or therewith furnished or made by the Administrative Agent to the Lenders or by or on behalf of the Borrower any Credit Party to the Administrative Agent or any Lender or be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants covenants, or agreements contained herein or therein or as to the use of the proceeds of the Loans or of the existence or possible existence of any Default or Event of Default or to inspect the properties, books books, or records of the Borrower any Credit Party or any of its Affiliatesaffiliates.

Exculpatory Provisions. The Administrative No Lead Agent and nor any of its officers, directors, employees, agents, attorneys-in-fact or affiliates shall not be (ai) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection herewith with this Agreement or in connection with any of the other Credit Documents Document (except for its or such Person’s own gross negligence or willful misconduct), misconduct as determined by a court of competent jurisdiction in a final and non-appealable decision) or (bii) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by the Borrower contained herein Borrower, any Subsidiary or in any of the their respective officers contained in this Agreement, any other Credit Documents Document or in any certificate, report, document, financial statement or other written or oral statement document referred to or provided for in, or received by the Administrative any Lead Agent under or in connection herewith with, this Agreement or in connection with the any other Credit Documents, or enforceability or sufficiency therefor of any of the other Credit Documents, Document or for any failure of the Borrower or any Subsidiary or any of their respective officers to perform its obligations hereunder or thereunder. The Administrative No Lead Agent shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement, or to inspect the properties, books or records of the Borrower or any Subsidiary. No Lead Agent shall be responsible to any Lender for the effectiveness, genuineness, validity, enforceability, collectibility or sufficiency of this Credit Agreement, Agreement or any of the other Credit Documents Document or for any representations, warranties, recitals or statements made herein or therein or made by the Borrower in any written or oral statement or in any financial or other statements, instruments, reports, certificates or any other documents in connection herewith or therewith furnished or made by the Administrative any Lead Agent to the Lenders or by or on behalf of the Borrower or any Subsidiary to the Administrative any Lead Agent or any Lender or be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained herein or therein or as to the use of the proceeds of the Loans or Letters of Credit or of the existence or possible existence of any Default or Event of Default or to inspect the properties, books or records of the Borrower or any of its AffiliatesDefault.

Exculpatory Provisions. The Administrative Agent and its officers, directors, employees, agents, attorneys-in-fact or affiliates shall not be (ai) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection herewith or in connection with any of the other Credit Documents (except for its or such Person’s 's own gross negligence or willful misconduct), or (bii) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by any of the Borrower Credit Parties contained herein or in any of the other Credit Documents or in any certificate, report, document, financial statement or other written or oral statement referred to or provided for in, or received by the Administrative Agent under or in connection herewith or in connection with the other Credit Documents, or enforceability or sufficiency therefor of any of the other Credit Documents, or for any failure of the Borrower any Credit Party to perform its obligations hereunder or thereunder. The Administrative Agent shall not be responsible to any Lender for the effectiveness, genuineness, validity, enforceability, collectibility or sufficiency of this Credit Agreement, or any of the other Credit Documents or for any representations, warranties, recitals or statements made herein or therein or made by the Borrower or any Credit Party in any written or oral statement or in any financial or other statements, instruments, reports, certificates or any other documents in connection herewith or therewith furnished or made by the Administrative Agent to the Lenders or by or on behalf of the Borrower Credit Parties to the Administrative Agent or any Lender or be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained herein or therein or as to the use of the proceeds of the Loans or the use of the Letters of Credit or of the existence or possible existence of any Default or Event of Default or to inspect the properties, books or records of the Borrower Credit Parties or any of its their respective Affiliates.

Exculpatory Provisions. The Neither the Administrative Agent and nor any of its officers, directors, employees, agents, attorneys-in-fact or affiliates Affiliates shall not be (a) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection herewith or in connection with any of the other Credit Documents (except for its or such Person’s own gross negligence or willful misconductmisconduct as determined in a final, non-appealable judgment by a court of competent jurisdiction), or (b) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by the Borrower contained herein or in any of the other Credit Documents Loan Document or in any certificate, report, document, financial statement or other written or oral statement document referred to or provided for in, or received by the Administrative Agent under or in connection herewith or in connection with the other Credit Documentsthereunder, or the enforceability or sufficiency therefor of any of the other Credit Documentsthereof, or for any failure of the Borrower any obligor to perform its obligations hereunder or thereunderthereunder or the value sufficiency, creation, or perfection or priority of any lien on any collateral security. The Administrative Agent shall not be responsible to any Lender for the effectiveness, genuineness, validity, enforceability, collectibility or sufficiency of this Credit Agreement, or any of the other Credit Documents Loan Document or for any representations, warranties, recitals or statements made herein or therein or made by the Borrower Borrower, the Parent or LNC in any written or oral statement or in any financial or other statements, instruments, reports, certificates or any other documents furnished in connection herewith or therewith furnished or made by the Administrative Agent to the Lenders or by or on behalf of the Borrower Borrower, the Parent or LNC to the Administrative Agent or any Lender or be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained herein or therein or as to the use of the proceeds of the Loans or of the existence or possible existence of any Default or Event of Default or to inspect the properties, books or records of the Borrower Borrower, the Parent or LNC. The Administrative Agent is not a trustee for the Lenders nor owes any of its Affiliatesfiduciary duty to the Lenders.

Exculpatory Provisions. The Administrative Agent and its officers, directors, employees, agents, attorneysNo Agent-in-fact or affiliates Related Person shall not be (a) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection herewith or in connection with any of the other Credit Documents (except for its or such Person’s own gross negligence or willful misconduct), ) or (b) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by any of the Borrower Borrowers or their Subsidiaries contained herein or in any of the other Credit Documents or in any certificate, report, document, financial statement or other written or oral statement referred to or provided for in, or received by the Administrative Agent an Agent-Related Person under or in connection herewith or in connection with the other Credit Documents, or the enforceability or sufficiency therefor of this Credit Agreement or any of the other Credit Documents, or for any failure of the Borrower Borrowers or their Subsidiaries to perform its their obligations hereunder or thereunder. The Administrative Agent No Agent-Related Person shall not be responsible to any Lender for the effectiveness, genuineness, validity, enforceability, collectibility or sufficiency of this Credit Agreement, or any of the other Credit Documents or for any representations, warranties, recitals or statements made herein or therein or made by the Borrower Borrowers or their Subsidiaries in any written or oral statement or in any financial or other statements, instruments, reports, certificates or any other documents in connection herewith or therewith furnished or made by the Administrative Agent an Agent-Related Person to the Lenders or by or on behalf of the Borrower Borrowers or their Subsidiaries to the Administrative Agent an Agent-Related Person or any Lender or be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained herein or therein or as to the use of the proceeds of the Loans or the use of the Letters of Credit or of the existence or possible existence of any Default or Event of Default or to inspect the properties, books or records of the Borrower Borrowers or their Subsidiaries. No Agent-Related Person is a trustee for the Lenders or owes any of its Affiliatesfiduciary duty to the Lenders.

Exculpatory Provisions. The Administrative Agent and its officers, directors, employees, agents, attorneys-in-fact or affiliates shall not be (ai) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection herewith or in connection with any of the other Credit Documents (except for its or such Person’s 's own gross negligence or willful misconduct), or (bii) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by any of the Borrower Credit Parties contained herein or in any of the other Credit Documents or in any certificate, report, document, financial statement or other written or oral statement referred to or provided for in, or received by the Administrative Agent under or in connection herewith or in connection with the other Credit Documents, or enforceability or sufficiency therefor of any of the other Credit Documents, or for any failure of the Borrower any Credit Party to perform its obligations hereunder or thereunder. The Administrative Agent shall not be responsible to any Lender for the effectiveness, genuineness, validity, enforceability, collectibility collectability or sufficiency of this Credit Agreement, or any of the other Credit Documents or for any representations, warranties, recitals or statements made herein or therein or made by the Borrower or any Credit Party in any written or oral statement or in any financial or other statements, instruments, reports, certificates or any other documents in connection herewith or therewith furnished or made by the Administrative Agent to the Lenders or by or on behalf of the Borrower Credit Parties to the Administrative Agent or any Lender or be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained herein or therein or as to the use of the proceeds of the Loans or the use of the Letters of Credit or of the existence or possible existence of any Default or Event of Default or or, except as otherwise provided herein, to inspect the properties, books or records of the Borrower Credit Parties or any of its their respective Affiliates.

Exculpatory Provisions. The Administrative Neither the Agent and nor any of its officers, directors, employees, agents, attorneys-in-fact or affiliates shall not be (ai) liable for any action lawfully taken or omitted to be taken by it or such Person in its capacity as Agent under or in connection herewith with this Agreement or in connection with any of the other Credit Documents (except for its or such Person’s 's own gross negligence or willful misconduct), ) or (bii) responsible in any manner to any of the Lenders Banks for any recitals, statements, representations or warranties made by the Borrower contained herein or in Parent, any of its Subsidiaries or any of their respective officers contained in this Agreement or the other Credit Documents Documents, any other Document or in any certificate, report, document, financial statement or other written or oral statement document referred to or provided for in, or received by the Administrative Agent under or in connection herewith with, this Agreement or in connection with the any other Credit Documents, or enforceability or sufficiency therefor of any of the other Credit Documents, Document or for any failure of the Borrower Parent or any of its Subsidiaries or any of their respective officers to perform its obligations hereunder or thereunder. The Administrative Agent shall not be under any obligation to any Bank to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or the other Documents, or to inspect the properties, books or records of Parent or any of its Subsidiaries. The Agent shall not be responsible to any Lender Bank for the effectiveness, genuineness, validity, enforceability, collectibility collectability or sufficiency of this Credit Agreement, Agreement or any of the other Credit Documents Document or for any representations, warranties, recitals or statements made herein or therein or made by the Borrower in any written or oral statement or in any financial or other statements, instruments, reports, certificates or any other documents in connection herewith or therewith furnished or made by the Administrative Agent to the Lenders Banks or by or on behalf of the Borrower Parent or any of its Subsidiaries to the Administrative Agent or any Lender Bank or be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained herein or therein or as to the use of the proceeds of the Loans or of the existence or possible existence of any Default or Event of Default or to inspect the properties, books or records of the Borrower or any of its AffiliatesDefault.

Exculpatory Provisions. The Administrative Agent and its officers, directors, employees, agents, attorneys-in-fact or affiliates shall not be (ai) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection herewith or in connection with any of the other Credit Loan Documents (except for its or such Person’s own gross negligence or willful misconduct), or (bii) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by the Borrower or the Parent contained herein or in any of the other Credit Loan Documents or in any certificate, report, document, financial statement or other written or oral statement referred to or provided for in, or received by the Administrative Agent under or in connection herewith or in connection with the other Credit Loan Documents, or enforceability or sufficiency therefor of any of the other Credit Loan Documents, or for any failure of the Borrower or the Parent to perform its obligations hereunder or thereunder. The Administrative Agent shall not be responsible to any Lender for the effectiveness, genuineness, validity, enforceability, collectibility or sufficiency of this Credit Agreement, or any of the other Credit Loan Documents or for any representations, warranties, recitals or statements made herein or therein or made by the Borrower or the Parent in any written or oral statement or in any financial or other statements, instruments, reports, certificates or any other documents in connection herewith or therewith furnished or made by the Administrative Agent to the Lenders or by or on behalf of the Borrower or the Parent to the Administrative Agent or any Lender or be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained herein or therein or as to the use of the proceeds of the Loans Advances or of the existence or possible existence of any Default or Event of Default or to inspect the properties, books or records of the Borrower Borrower, the Parent or any of its their respective Affiliates.

Exculpatory Provisions. The Neither the Administrative Agent and nor any of its respective officers, directors, employees, agents, attorneys-in-fact or affiliates shall not be (ai) liable for any action lawfully taken or omitted to be taken by it or such Person person under or in connection herewith with this Agreement or in connection with any of the other Credit Documents Document (except for its or such Personperson’s own gross negligence or willful misconduct), ) or (bii) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by the Borrower contained herein or in any of the its Subsidiaries or any of their respective officers contained in this Agreement, any other Credit Documents Document or in any certificate, report, document, financial statement or other written or oral statement document referred to or provided for in, or received by the Administrative Agent under or in connection herewith with, this Agreement or in connection with the any other Credit Documents, or enforceability or sufficiency therefor of any of the other Credit Documents, Document or for any failure of the Borrower or any Subsidiary or any of their respective officers to perform its obligations hereunder or thereunder. The Administrative Agent shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement, or to inspect the properties, books or records of the Borrower or any of its Subsidiaries. The Administrative Agent shall not be responsible to any Lender for the effectiveness, genuineness, validity, enforceability, collectibility or sufficiency of this Credit Agreement, Agreement or any of the other Credit Documents Document or for any representations, warranties, recitals or statements made herein or therein or made by the Borrower in any written or oral statement or in any financial or other statements, instruments, reports, certificates or any other documents in connection herewith or therewith furnished or made by the Administrative Agent to the Lenders or by or on behalf of the Borrower or any of its Subsidiaries to the Administrative Agent or any Lender or be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained herein or therein or as to the use of the proceeds of the Loans or of the existence or possible existence of any Default or Event of Default or to inspect the properties, books or records of the Borrower or any of its AffiliatesDefault.

Exculpatory Provisions. The Administrative Neither the Agent and nor any of its officers, directors, employees, agents, attorneys-in-fact or affiliates shall not be (ai) liable for any action lawfully taken or omitted to be taken by it or such Person in its capacity as Agent under or in connection herewith with this Agreement or in connection with any of the other Credit Documents (except for its or such Person’s 's own gross negligence or willful misconduct), ) or (bii) responsible in any manner to any of the Lenders Banks for any recitals, statements, representations or warranties made by the Borrower contained herein or in Borrower, any of the its Subsidiaries or any of their respective officers contained in this Agreement, any other Credit Documents Document, any other Document or in any certificate, report, document, financial statement or other written or oral statement document referred to or provided for in, or received by the Administrative Agent under or in connection herewith with, this Agreement or in connection with the any other Credit Documents, or enforceability or sufficiency therefor of any of the other Credit Documents, Document or for any failure of the Borrower or any of its Subsidiaries or any of their respective officers to perform its obligations hereunder or thereunder. The Administrative Agent shall not be under any obligation to any Bank to ascertain or to inquire as to the observance or performance of any of the agree- ments contained in, or conditions of, this Agreement or the other Documents, or to inspect the properties, books or records of the Borrower or any of its Subsidiaries. The Agent shall not be responsible to any Lender Bank for the effectiveness, genuineness, validity, enforceability, collectibility collectability or sufficiency of this Credit Agreement, Agreement or any of the other Credit Documents Document or for any representations, warranties, recitals or statements made herein or therein or made by the Borrower in any written or oral statement or in any financial or other statements, instruments, reports, certificates or any other documents in connection herewith or therewith furnished or made by the Administrative Agent to the Lenders Banks or by or on behalf of the Borrower or any of its Subsidiaries to the Administrative Agent or any Lender Bank or be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained herein or therein or as to the use of the proceeds of the Loans or of the existence or possible existence of any Default or Event of Default or to inspect the properties, books or records of the Borrower or any of its AffiliatesDefault.

Exculpatory Provisions. The Administrative Agent and its officers, directors, employees, agents, attorneys-in-fact or affiliates shall not be (ai) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection herewith or in connection with any of the other Credit Documents (except for its or such Person’s 's own gross negligence or willful misconduct), or (bii) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by any of the Borrower Credit Parties contained herein or in any of the other Credit Documents or in any certificate, report, document, financial statement or other written or oral statement referred to or provided for in, or received by the Administrative Agent under or in connection herewith or in connection with the other Credit Documents, or enforceability or sufficiency therefor of any of the other Credit Documents, or for any failure of the Borrower any Credit Party to perform its obligations hereunder or thereunder. The Administrative Agent shall not be responsible to any Lender for the effectiveness, genuineness, validity, enforceability, collectibility or sufficiency of this Credit Agreement, or any of the other Credit Documents or for any representations, warranties, recitals or statements made herein or therein or made by the Borrower or any Credit Party in any written or oral statement or in any financial or other statements, instruments, reports, certificates or any other documents in connection herewith or therewith furnished or made by the Administrative Agent to the Lenders or by or on behalf of the Borrower Credit Parties to the Administrative Agent or any Lender or be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained herein or therein or as to the use of the proceeds of the Loans or the use of the Letters of Credit or of the existence or possible existence of any Default or Event of Default or to inspect the properties, books or records of the Borrower Credit Parties or any of its their respective Affiliates.

Exculpatory Provisions. The Neither the Administrative Agent and nor any of its officers, directors, employees, agents, attorneys-in-fact or affiliates Affiliates shall not be (a) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection herewith or in connection with any of the other Credit Documents (except for its or such Person’s own gross negligence or willful misconduct), or (b) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by the a Borrower contained herein or in any of the other Credit Documents or in any certificate, report, document, financial statement or other written or oral statement document referred to or provided for in, or received by the Administrative Agent under or in connection herewith or in connection with the other Credit Documents, or enforceability or sufficiency therefor of any of the other Credit Documents, or for any failure of the Borrower Borrowers to perform its their respective obligations hereunder or thereunder. The Administrative Agent shall not be responsible to any Lender for the effectiveness, genuineness, validity, enforceability, collectibility or sufficiency of this Credit Agreement, or any of the other Credit Documents or for any representations, warranties, recitals or statements made herein or therein or made by the a Borrower in any written or oral statement or in any financial or other statements, instruments, reports, certificates or any other documents in connection herewith or therewith furnished or made by the Administrative Agent to the Lenders or by or on behalf of the a Borrower to the Administrative Agent or any Lender or be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained herein or therein or as to the use of the proceeds of the Loans or of the existence or possible existence of any Default or Event of Default or to inspect the properties, books or records of a Borrower. The Administrative Agent is not a trustee for the Borrower Lenders and owes no fiduciary duty to the Lenders. None of the Lenders identified on the facing page or signature pages of this Agreement as “Syndication Agent” or “Co-Documentation Agents” shall have any of its Affiliatesright, power, obligation, liability, responsibility or duty under this Agreement other than those applicable to all Lenders as such, nor shall they have or be deemed to have any fiduciary relationship with any Lender.

Exculpatory Provisions. The Neither the Administrative Agent and nor any of its officers, directors, employees, agents, attorneys-in-fact or affiliates shall not be (a) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection herewith or in connection with any of the other Credit Documents (except for its or such Person’s 's own gross negligence or willful misconduct), ) or (b) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by any of the Borrower Credit Parties contained herein or in any of the other Credit Documents or in any certificate, report, document, financial statement or other written or oral statement referred to or provided for in, or received by the Administrative Agent under or in connection herewith or in connection with the other Credit Documents, or enforceability or sufficiency therefor of any of the other Credit Documents, or for any failure of the Borrower to perform its obligations hereunder or thereunder. The Administrative Agent shall not be responsible to any Lender for the effectiveness, genuineness, validity, enforceability, collectibility or sufficiency of this Credit Agreement, or any of the other Credit Documents or for any representations, warranties, recitals or statements made herein or therein or made by the Borrower or any of its Subsidiaries in any written or oral statement or in any financial or other statements, instruments, reports, certificates or any other documents in connection herewith or therewith furnished or made by the Administrative Agent to the Lenders or by or on behalf of the Borrower Credit Parties to the Administrative Agent or any Lender or be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained herein or therein or as to the use of the proceeds of the Loans or of the existence or possible existence of any Default or Event of Default or to inspect the properties, books or records of the Borrower or any of its AffiliatesCredit Parties. The Administrative Agent is not a trustee for the Lenders and owes no fiduciary duty to the Lenders.

Exculpatory Provisions. The Administrative Agent and its Neither the Agents nor any of their officers, directors, employees, agents, attorneys-in-fact or affiliates shall not be (ai) liable for any action lawfully taken or omitted to be taken by it them or such Person under or in connection herewith with this Agreement or in connection with any of the other Credit Loan Documents (except for its their or such Person’s 's own gross negligence or willful misconduct), ) or (bii) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by the Borrower contained herein or in Company, any of the its Subsidiaries or any of their respective officers contained in this Agreement, any other Credit Documents Loan Documents, or in any certificate, report, document, financial statement or other written or oral statement document referred to or provided for in, or received by the Administrative Agent Agents under or in connection herewith with, this Agreement or in connection with the any other Credit Documents, or enforceability or sufficiency therefor of any of the other Credit Documents, Loan Document or for any failure of the Borrower Company, any of its Subsidiaries or any of their respective officers to perform its obligations hereunder or thereunder. The Administrative Agent Agents shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or the other Loan Documents, or to inspect the properties, books or records of the Company or any of its Subsidiaries. The Agents shall not be responsible to any Lender for the effectiveness, genuineness, validity, enforceability, collectibility collectability or sufficiency of this Credit Agreement, Agreement or any of the other Credit Documents Loan Document or for any representations, warranties, recitals or statements made herein or therein or made by the Borrower in any written or oral statement or in any financial or other statements, instruments, reports, certificates or any other documents in connection herewith or therewith furnished or made by the Administrative Agent Agents to the Lenders or by or on behalf of the Borrower Company or any of its Subsidiaries to the Administrative Agent Agents or any Lender or be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained herein or therein or as to the use of the proceeds of the Loans or of the existence or possible existence of any Potential Event of Default or Event of Default or to inspect the properties, books or records of the Borrower or any of its AffiliatesDefault.

Exculpatory Provisions. The Administrative Neither the Agent and nor any of its officers, directors, employees, agents, attorneys-in-fact or affiliates shall not be (ai) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection herewith or in connection with any of the other Credit Documents (except for its or such Person’s 's own gross negligence or willful misconduct), or (bii) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by any of the Borrower Credit Parties contained herein or in any of the other Credit Documents or in any certificate, report, document, financial statement or other written or oral statement referred to or provided for in, or received by the Administrative Agent under or in connection herewith or in connection with the other Credit Documents, or enforceability or sufficiency therefor of any of the other Credit Documents, or for any failure of the Borrower any Credit Party to perform its obligations hereunder or thereunder. The Administrative Agent shall not be responsible to any Lender for the effectiveness, genuineness, validity, enforceability, collectibility or sufficiency of this Credit Agreement, or any of the other Credit Documents or for any representations, warranties, recitals or statements made herein or therein or made by the Borrower or any Credit Party in any written or oral statement or in any financial or other statements, instruments, reports, certificates or any other documents in connection herewith or therewith furnished or made by the Administrative Agent to the Lenders or by or on behalf of the Borrower Credit Parties to the Administrative Agent or any Lender or be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained herein or therein or as to the use of the proceeds of the Loans or the use of the Letters of Credit or of the existence or possible existence of any Default or Event of Default or to inspect the properties, books or records of the Borrower or any of its AffiliatesCredit Parties.

Exculpatory Provisions. The Neither the Administrative Agent and nor any of its respective officers, directors, employees, agents, attorneys-in-fact or affiliates shall not be (ai) liable for any action lawfully taken or omitted to be taken by it or such Person person under or in connection herewith with this Agreement or in connection with any of the other Credit Documents Document (except for its or such Personperson’s own gross negligence or willful misconduct), ) or (bii) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by the Borrower contained herein Borrowers or in any of the their Subsidiaries or any of their respective officers contained in this Agreement, any other Credit Documents Document or in any certificate, report, document, financial statement or other written or oral statement document referred to or provided for in, or received by the Administrative Agent under or in connection herewith with, this Agreement or in connection with the any other Credit Documents, or enforceability or sufficiency therefor of any of the other Credit Documents, Document or for any failure of the Borrower Borrowers or any Subsidiary or any of their respective officers to perform its obligations hereunder or thereunder. The Administrative Agent shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement, or to inspect the properties, books or records of the Borrowers or any of their Subsidiaries. The Administrative Agent shall not be responsible to any Lender for the effectiveness, genuineness, validity, enforceability, collectibility or sufficiency of this Credit Agreement, Agreement or any of the other Credit Documents Document or for any representations, warranties, recitals or statements made herein or therein or made by the Borrower in any written or oral statement or in any financial or other statements, instruments, reports, certificates or any other documents in connection herewith or therewith furnished or made by the Administrative Agent to the Lenders or by or on behalf of the Borrower Borrowers or any of their Subsidiaries to the Administrative Agent or any Lender or be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained herein or therein or as to the use of the proceeds of the Loans Term Loan or of the existence or possible existence of any Default or Event of Default or to inspect the properties, books or records of the Borrower or any of its AffiliatesDefault.

Exculpatory Provisions. The Administrative No Agent (for purposes of this Article VIII, “Agent” and “Agents” shall mean the collective reference to the Agent, the Collateral Agent and its officers, directors, employees, agents, attorneys-in-fact or affiliates any other Lender designated as an “Agent” for purposes of this Agreement) nor any of their respective Related Parties shall not be (ai) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection herewith with this Agreement or in connection with any other Loan Document (except to the extent that any of the other Credit Documents (except for foregoing are found by a final and non-appealable decision of a court of competent jurisdiction to have resulted from its or such Person’s own gross negligence or willful misconduct), ) or (bii) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by the Borrower any Loan Party or any officer thereof contained herein in this Agreement or in any of the other Credit Documents Loan Document or in any certificate, report, document, financial statement or other written or oral statement document referred to or provided for in, or received by the Administrative Agent Agents under or in connection herewith with, this Agreement or in connection with any other Loan Document or for the other Credit Documentsvalue, or validity, effectiveness, genuineness, enforceability or sufficiency therefor of this Agreement or any of the other Credit Documents, Loan Document or for any failure of the Borrower any Loan Party that is a party thereto to perform its obligations hereunder or thereunder. The Administrative , or (iii) have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that such Agent is required to exercise as directed in writing by the Required Lenders (or such other percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents); provided that such Agent shall not be responsible required to take any action that, in its judgment or the judgment of its counsel, may expose such Agent to liability or that is contrary to any Lender for the effectiveness, genuineness, validity, enforceability, collectibility Loan Document or sufficiency of this Credit Agreement, or any of the other Credit Documents or for any representations, warranties, recitals or statements made herein or therein or made by the Borrower in any written or oral statement or in any financial or other statements, instruments, reports, certificates or any other documents in connection herewith or therewith furnished or made by the Administrative Agent to the Lenders or by or on behalf of the Borrower to the Administrative Agent or any Lender or be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained herein or therein or as to the use of the proceeds of the Loans or of the existence or possible existence of any Default or Event of Default or to inspect the properties, books or records of the Borrower or any of its Affiliates.applicable Requirements of

Exculpatory Provisions. The Administrative Neither the Agent and nor any of its officers, directors, employees, agents, attorneys-in-fact or affiliates shall not be (ai) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection herewith with this Agreement or in connection with any of the other Credit Documents (except for its or such Person’s 's own gross negligence or willful misconduct), ) or (bii) responsible in any manner to any of the Lenders Banks for any recitals, statements, representations or warranties made by the Borrower contained herein or in Borrower, any of its Subsidiaries or any of their respective officers contained in this Agreement or the other Credit Documents Documents, any other Document or in any certificate, report, document, financial statement or other written or oral statement document referred to or provided for in, or received by the Administrative Agent under or in connection herewith with, this Agreement or in connection with the any other Credit Documents, or enforceability or sufficiency therefor of any of the other Credit Documents, Document or for any failure of the Borrower or any of its Subsidiaries or any of their respective officers to perform its obligations hereunder or thereunder. The Administrative Agent shall not be under any obligation to any Bank to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or the other Documents, or to inspect the properties, books or records of the Borrower or any of its Subsidiaries. The Agent shall not be responsible to any Lender Bank for the effectiveness, genuineness, validity, enforceability, collectibility collectability or sufficiency of this Credit Agreement, Agreement or any of the other Credit Documents Document or for any representations, warranties, recitals or statements made herein or therein or made by the Borrower in any written or oral statement or in any financial or other statements, instruments, reports, certificates or any other documents in connection herewith or therewith furnished or made by the Administrative Agent to the Lenders Banks or by or on behalf of the Borrower or any of its Subsidiaries to the Administrative Agent or any Lender Bank or be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained herein or therein or as to the use of the proceeds of the Loans or of the existence or possible existence of any Default or Event of Default or to inspect the properties, books or records of the Borrower or any of its AffiliatesDefault.

Exculpatory Provisions. The Administrative Agent and its Neither the Agents nor any of their officers, directors, employees, agents, attorneys-in-fact or affiliates shall not be (a) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection herewith or in connection with any of the other Credit Documents (except for its or such Person’s 's own gross negligence or willful misconduct), ) or (b) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by any of the Borrower Credit Parties contained herein or in any of the other Credit Documents or in any certificate, report, document, financial statement or other written or oral statement referred to or provided for in, or received by the Administrative an Agent under or in connection herewith or in connection with the other Credit Documents, or enforceability or sufficiency therefor of any of the other Credit Documents, or for any failure of the Borrower to perform its obligations hereunder or thereunder. The Administrative Agent Agents shall not be responsible to any Lender for the effectiveness, genuineness, validity, enforceability, collectibility or sufficiency of this Credit Agreement, or any of the other Credit Documents or for any representations, warranties, recitals or statements made herein or therein or made by the a Borrower or any Credit Party in any written or oral statement or in any financial or other statements, instruments, reports, certificates or any other documents in connection herewith or therewith furnished or made by the Administrative an Agent to the Lenders or by or on behalf of the Borrower Credit Parties to the Administrative an Agent or any Lender or be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained herein or therein or as to the use of the proceeds of the Loans or the use of the Letters of Credit or of the existence or possible existence of any Default or Event of Default or to inspect the properties, books or records of the Borrower or any of its AffiliatesCredit Parties. The Agents are not trustees for the Lenders and owe no fiduciary duty to the Lenders.

Exculpatory Provisions. The Administrative Neither the Agent and nor any of its officers, directors, employees, agents, attorneys-in-fact or affiliates shall not be (aA) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection herewith or in connection with any of the other Credit Loan Documents (except the Agent for its or such Person’s own gross negligence or willful misconduct), or (bB) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by the Borrower contained herein or in any of the other Credit Party or any officer thereof contained in the Loan Documents or in any certificate, report, document, financial statement or other written or oral statement document referred to or provided for in, or received by the Administrative Agent under or in connection herewith with, the Loan Documents or in connection with for the other Credit Documentsvalue, or validity, effectiveness, genuineness, perfection, enforceability or sufficiency therefor of any of the other Credit Documents, Loan Documents or for any failure of the Borrower or any other Credit Party or any other Person to perform its obligations hereunder or thereunder. The Administrative Agent shall not be responsible to under any obligation any Lender for the effectiveness, genuineness, validity, enforceability, collectibility or sufficiency of this Credit Agreement, or any of the other Credit Documents or for any representations, warranties, recitals or statements made herein or therein or made by the Borrower in any written or oral statement or in any financial or other statements, instruments, reports, certificates or any other documents in connection herewith or therewith furnished or made by the Administrative Agent to the Lenders or by or on behalf of the Borrower to the Administrative Agent or any Lender or be required to ascertain or to inquire as to the observance or performance or observance of any of the terms, conditions, provisions, covenants or agreements contained herein in, or therein or as to conditions of, the use of the proceeds of the Loans or of the existence or possible existence of any Default or Event of Default Loan Documents, or to inspect the propertiesProperty, books or records of the Borrower or any other Credit Party. The Lenders acknowledge that the Agent shall not be under any duty to take any discretionary action permitted under the Loan Documents unless the Agent shall be instructed in writing to do so by Required Lenders and such instructions shall be binding on all Lenders and all holders of the Notes; provided, however, that the Agent shall not be required to take any action which exposes the Agent to personal liability or is contrary to law or any provision of the Loan Documents. The Agent shall not be under any liability or responsibility whatsoever, as Agent, to the Borrower or any other Credit Party or any other Person as a consequence of any failure or delay in performance, or any breach, by any Lender of any of its Affiliatesobligations under any of the Loan Documents.

Exculpatory Provisions. The Administrative Agent and its officers, directors, employees, agents, attorneys-in-fact or affiliates shall not be (ai) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection herewith or in connection with any of the other Credit Documents (except for its or such Person’s 's own gross negligence or willful misconduct), or (bii) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by any of the Borrower Credit Parties contained herein or in any of the other Credit Documents or in any certificate, report, document, financial statement or other written or oral statement referred to or provided for in, or 74 56 received by the Administrative Agent under or in connection herewith or in connection with the other Credit Documents, or enforceability or sufficiency therefor of any of the other Credit Documents, or for any failure of the Borrower any Credit Party to perform its obligations hereunder or thereunder. The Administrative Agent shall not be responsible to any Lender for the effectiveness, genuineness, validity, enforceability, collectibility or sufficiency of this Credit Agreement, or any of the other Credit Documents or for any representations, warranties, recitals or statements made herein or therein or made by the Borrower or any Credit Party in any written or oral statement or in any financial or other statements, instruments, reports, certificates or any other documents in connection herewith or therewith furnished or made by the Administrative Agent to the Lenders or by or on behalf of the Borrower Credit Parties to the Administrative Agent or any Lender or be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained herein or therein or as to the use of the proceeds of the Loans or the use of the Letters of Credit or the existence or possible existence of any Default or Event of Default or to inspect the properties, books or records of the Borrower Credit Parties or any of its their respective Affiliates.

Exculpatory Provisions. The Administrative Neither any Agent and nor any of its officers, directors, employees, agents, attorneys-in-fact or affiliates Affiliates (each an “Agent-Related Person”) shall not be (ai) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection herewith with this Credit Agreement or in connection with any of the other Credit Documents Loan Document (except for to the extent of its or such Person’s own gross negligence or willful misconduct), ) or (bii) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by the Borrower or any officer thereof contained herein in this Credit Agreement or in any of the other Credit Documents Loan Document or in any certificate, report, document, financial statement or other written or oral statement document referred to or provided for in, or received by the Administrative any Agent under or in connection herewith with, this Credit Agreement or any other Loan Document (including, without limitation, in connection with any audit or due diligence report prepared by the other Credit Documentsinternal auditor of any Agent, each of which is to be accepted by each Lender without representation or warranty by any Agent and without recourse to any Agent) or for the value, validity, effectiveness, genuineness, enforceability or sufficiency therefor of this Credit Agreement or any of the other Credit Documents, Loan Document or for any failure of the Borrower to perform its obligations hereunder or thereunder. The Administrative Agent Agents shall not be responsible under any obligation to any Lender for the effectiveness, genuineness, validity, enforceability, collectibility or sufficiency of this Credit Agreement, or any of the other Credit Documents or for any representations, warranties, recitals or statements made herein or therein or made by the Borrower in any written or oral statement or in any financial or other statements, instruments, reports, certificates or any other documents in connection herewith or therewith furnished or made by the Administrative Agent to the Lenders or by or on behalf of the Borrower to the Administrative Agent or any Lender or be required to ascertain or to inquire as to the observance or performance or observance of any of the terms, conditions, provisions, covenants or agreements contained herein in, or therein conditions of, this Credit Agreement or as to the use of the proceeds of the Loans or of the existence or possible existence of any Default or Event of Default other Loan Document, or to inspect the properties, books or records of Borrower. Without limiting the Borrower generality of the provisions of this Section, for purposes of determining compliance with the conditions specified in Section 10.1, each Lender shall be deemed to have consented to, approved or any accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the initial Loan or Letter of Credit specifying its Affiliatesobjection thereto.

Exculpatory Provisions. The Administrative Agent and its officers, directors, employees, agents, attorneys-in-fact or affiliates shall not be (ai) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection herewith or in connection with any of the other Credit Documents (except for its or such Person’s 's own gross negligence or willful misconduct), or (bii) responsible in any manner to any of the Lenders Banks for any recitals, statements, representations or warranties made by any of the Borrower Credit Parties contained herein or in any of the other Credit Documents or in any certificate, report, document, financial statement or other written or oral statement referred to or provided for in, or received by the Administrative Agent under or in connection herewith or in connection with the other Credit Documents, or enforceability or sufficiency therefor of any of the other Credit Documents, or for any failure of the Borrower any Credit Party to perform its obligations hereunder or thereunder. The Administrative Agent shall not be responsible to any Lender Bank for the effectiveness, genuineness, validity, enforceability, collectibility collectability or sufficiency of this Credit Agreement, or any of the other Credit Documents or for any representations, warranties, recitals or statements made herein or therein or made by the Borrower or any Credit Party in any written or oral statement or in any financial or other statements, instruments, reports, certificates or any other documents in connection herewith or therewith furnished or made by the Administrative Agent to the Lenders Bank or by or on behalf of the Borrower Credit Parties to the Administrative Agent or any Lender Bank or be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained herein or therein or as to the use of the proceeds of the Loans or the use of the Letters of Credit or of the existence or possible existence of any Incipient Default or Event of Default or to inspect the properties, books or records of the Borrower Credit Parties or any of its their respective Affiliates.

Exculpatory Provisions. The Administrative Agent and its officers, directors, employees, agents, attorneys-in-fact or affiliates shall not be (ai) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection herewith or in connection with any of the other Credit Documents (except for its or such Person’s 's own gross negligence or willful misconduct), or (bii) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by any of the Borrower Credit Parties contained herein or in any of the other Credit Documents or in any certificate, report, document, financial statement or other written or oral statement referred to or provided for in, or received by the Administrative Agent under or in connection herewith or in connection with the other Credit Documents, or enforceability or sufficiency therefor of any of the other Credit Documents, or for any failure of the Borrower any Credit Party to perform its obligations hereunder or thereunder. The Administrative Agent shall not be responsible to any Lender for the effectiveness, genuineness, validity, enforceability, collectibility collectability or sufficiency of this Credit Agreement, or any of the other Credit Documents or for any representations, warranties, recitals or statements made herein or therein or made by the Borrower or any Credit Party in any written or oral statement or in any financial or other statements, instruments, reports, certificates or any other documents in connection herewith or therewith furnished or made by the Administrative Agent to the Lenders or by or on behalf of the Borrower Credit Parties to the Administrative Agent or any Lender or be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained herein or therein or as to the use of the proceeds of the Loans or of the existence or possible existence of any Default or Event of Default or to inspect the properties, books or records of the Borrower Credit Parties or any of its their respective Affiliates.

Exculpatory Provisions. The Administrative Neither the Agent and nor any of its officers, directors, employees, agents, attorneys-in-fact fact, Subsidiaries or affiliates Affiliates shall not be (ai) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection herewith or in connection with any of this Agreement, the other Credit Documents (except for actions occasioned solely by its or such Person’s own gross negligence or willful misconduct), ) or (bii) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by the Borrower contained herein any Credit Party or in its Subsidiaries or any of the their respective officers contained in this Agreement, any other Credit Documents Document or in any certificate, report, document, financial statement or other written or oral statement document referred to or provided for in, or received by the Administrative Agent under or in connection herewith or in connection with the with, this Agreement, any other Credit Documents, or enforceability or sufficiency therefor of any of the other Credit Documents, Document or for any failure of the Borrower any Credit Party or any of its Subsidiaries or any of their respective officers to perform its obligations hereunder or thereunder. The Administrative Agent shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement, or to inspect the properties, books or records of any Credit Party or any of its Subsidiaries. The Agent shall not be responsible to any Lender for the effectiveness, genuineness, value, validity, enforceability, collectibility or sufficiency of this Credit Agreement, or any of the other Credit Documents Document or for any representations, warranties, recitals or statements made herein or therein or made by the Borrower in any written or oral statement or in any financial or other statements, instruments, reports, certificates or any other documents in connection herewith or therewith furnished or made by the Administrative Agent to the Lenders or by or on behalf of the Borrower to the Administrative Agent or any Lender or be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained herein or therein or as to the use of the proceeds of the Loans or of the existence or possible existence of any Default or Event of Default or to inspect the properties, books or records of the Borrower or any of its AffiliatesDefault.

Exculpatory Provisions. The Neither the Administrative Agent and nor any of its officers, directors, employees, agents, attorneys-in-fact or affiliates shall not be (ai) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection herewith with this Agreement or in connection with any of the other Credit Documents (except for its or such Person’s 's own gross negligence or willful misconduct), ) or (bii) responsible in any manner to any of the Lenders Banks for any recitals, statements, representations or warranties made by the Borrower contained herein or in Company, any of its Subsidiaries or any of their respective officers contained in this Agreement or the other Credit Documents or in any certificate, report, document, financial statement or other written or oral statement document referred to or provided for in, or received by the Administrative Agent under or in connection herewith with, this Agreement or in connection with the any other Credit Documents, or enforceability or sufficiency therefor of any of the other Credit Documents, Document or for any failure of the Borrower Company or any of its Subsidiaries or any of their respective officers to perform its obligations hereunder or thereunder. The Administrative Agent shall not be under any obligation to any Bank to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or the other Credit Documents, or to inspect the properties, books or records of the Company or any of its Subsidiaries. The Administrative Agent shall not be responsible to any Lender Bank for the effectiveness, genuineness, validity, enforceabilityenforceabil- ity, collectibility or sufficiency of this Credit Agreement, Agreement or any of the other Credit Documents Document or for any representations, warranties, recitals or statements made herein or therein or made by the Borrower in any written or oral statement or in any financial or other statements, instruments, reports, certificates or any other documents in connection herewith or therewith furnished or made by the Administrative Agent to the Lenders Banks or by or on behalf of the Borrower Company to the Administrative Agent Agent, or any Lender Bank or be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained herein or therein or as to the use of the proceeds of the Loans or of the existence or possible existence of any Default or Event of Default or to inspect the properties, books or records of the Borrower or any of its AffiliatesDefault.

Exculpatory Provisions. The Administrative Agent and its officers, directors, employees, agents, attorneysNo Agent-in-fact or affiliates Related Person shall not be (a) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection herewith or in connection with any of the other Credit Documents (except for its or such Person’s own gross negligence or willful misconduct), ) or (b) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by any of the Borrower Borrowers or their Subsidiaries contained herein or in any of the other Credit Documents or in any certificate, report, document, financial statement or other written or oral statement referred to or provided for in, or received by the Administrative Agent an Agent-Related Person under or in connection herewith or in connection with the other Credit Documents, or the enforceability or sufficiency therefor of this Credit Agreement or any of the other Credit Documents, or for any failure of the Borrower Borrowers or their Subsidiaries to perform its their obligations hereunder or thereunder. The Administrative Agent No Agent-Related Person shall not be responsible to any Lender for the effectiveness, genuineness, validity, enforceability, collectibility or sufficiency of this Credit Agreement, or any of the other Credit Documents or for any representations, warranties, recitals or statements made herein or therein or made by the Borrower Borrowers or their Subsidiaries in any written or oral statement or in any financial or other statements, instruments, reports, certificates or any other documents in connection herewith or therewith furnished or made by the Administrative Agent an Agent-Related Person to the Lenders or by or on behalf of the Borrower Borrowers or their Subsidiaries to the Administrative Agent an Agent-Related Person or any Lender or be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained herein or therein or as to the use of the proceeds of the Loans or the use of the Letters of Credit or of the existence or possible existence of any Default or Event of Default or to inspect the properties, books or records of the Borrower Borrowers or their Subsidiaries. The Administrative Agent shall not have any duties or obligations except those expressly set forth herein. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default or an Event of Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby that the Administrative Agent is required to exercise in writing as directed by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 11.6), and (c) except as expressly set forth herein, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrowers or any of their Subsidiaries that is communicated to or obtained by the bank serving as Administrative Agent or any of its AffiliatesAffiliates in any capacity.

Exculpatory Provisions. The Administrative Agent and Each of the Agents or any of its officers, directors, employees, agents, attorneys-in-fact or affiliates shall not be (a) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection herewith or in connection with any of the other Credit Documents (except for its or such Person’s 's own gross negligence or willful misconduct), or (b) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by any of the Borrower Consolidated Parties contained herein or in any of the other Credit Documents or in any certificate, report, document, financial statement or other written or oral statement document referred to or provided for in, or received by the Administrative an Agent under or in connection herewith or in connection with the other Credit Documents, or enforceability or sufficiency therefor of any of the other Credit Documents, or for any failure of any of the Borrower Borrowers to perform its obligations hereunder or thereunder. The Administrative An Agent shall not be responsible to any Lender for the effectiveness, genuineness, validity, enforceability, collectibility or sufficiency of this Credit Agreement, or any of the other Credit Documents or for any representations, warranties, recitals or statements made herein or therein or made by the Borrower Borrowers or any of the Consolidated Parties in any written or oral statement or in any financial or other statements, 113 instruments, reports, certificates or any other documents in connection herewith or therewith furnished or made by the Administrative an Agent to the Lenders or by or on behalf of the Borrower Consolidated Parties to the Administrative an Agent or any Lender or be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained herein or therein or as to the use of the proceeds of the Loans or of the existence or possible existence of any Default or Event of Default or to inspect the properties, books or records of the Borrower or Consolidated Parties. The Agents are not trustees for the Lenders and owe no fiduciary duty to any of its Affiliatesthe Lenders.

Exculpatory Provisions. The Administrative Neither the Agent and nor any of its officers, directors, employees, agents, attorneys-in-fact or affiliates shall not be (ai) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection herewith or in connection with any of the other Credit Documents (except for its or such Person’s 's own gross negligence or willful misconduct), or (bii) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by any of the Borrower Credit Parties contained herein or in any of the other Credit Documents or in any certificate, report, document, financial statement or other written or oral statement referred to or provided for in, or received by the Administrative Agent under or in connection herewith or in connection with the other Credit Documents, or enforceability or sufficiency therefor of any of the other Credit Documents, or for any failure of the Borrower any Credit Party to perform its obligations hereunder or thereunder. The Administrative Agent shall not be responsible to any Lender for the effectiveness, genuineness, validity, enforceability, collectibility or sufficiency of this Credit Agreement, or any of the other Credit Documents or for any representations, warranties, recitals or statements made herein or therein or made by the Borrower or any Credit Party in any written or oral statement or in any financial or other statements, instruments, reports, certificates or any other documents in connection herewith or therewith furnished or made by the Administrative Agent to the Lenders or by or on behalf of the Borrower Credit Parties to the Administrative Agent or any Lender or be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained herein or therein or as to the use of the proceeds of the Loans or the use of the Letters of Credit or of the existence or possible existence of any Default or Event of Default or to inspect the properties, books or records of the Borrower or any of its AffiliatesCredit Parties.

Exculpatory Provisions. The Administrative No Agent and nor any of its officers, directors, employees, agents, counsel, attorneys-in-fact or affiliates Affiliates shall not be (a1) liable to any Lender, any other Agent, or the Company for any action lawfully taken or omitted to be taken by it or such Person under or in connection herewith or in connection with any of the other Credit Documents (except for its or such Person’s 's own gross negligence or willful misconduct), or (b2) responsible in any manner to any of the Lenders for Lenders, the other Agent or the Company for: (i) any recitals, statements, representations or warranties made by the Borrower Company or any officer thereof contained herein or in any of the other Credit Documents or in any certificate, report, document, financial statement or other written or oral statement document referred to or provided for in, or received by the Administrative such Agent under or in connection herewith with, the Credit Documents (except such as are prepared by such Agent and, then, only to the extent such Agent is responsible for verification of the accuracy and completeness of the information contained therein or in connection with the other Credit Documentsfacts upon which such information is based as expressly provided herein) or for the value, or enforceability validity, effectiveness, genuineness, enforceability, collectability or sufficiency therefor of any of the other Credit Documents, Documents or for any failure of the Borrower Company to perform its obligations thereunder or (ii) any action taken or omitted to be taken by the Collateral Agent with respect to the Collateral in accordance with written instructions given as permitted hereunder or thereunder(iii) assuring compliance of the Credit Documents and the transactions contemplated by the Credit Documents with any law or regulation binding on such Person, it being expressly acknowledged, agreed and understood that each such Person has obtained independent advice satisfactory to it in all such respects. The Administrative No Agent shall not be responsible under any obligation to any Lender for the effectiveness, genuineness, validity, enforceability, collectibility or sufficiency of this Credit Agreement, or any of the other Credit Documents or for any representations, warranties, recitals or statements made herein or therein or made by the Borrower in any written or oral statement or in any financial or other statements, instruments, reports, certificates or any other documents in connection herewith or therewith furnished or made by the Administrative Agent to the Lenders or by or on behalf of the Borrower to the Administrative Agent or any Lender or be required to ascertain or to inquire as to the observance or performance or observance of any of the terms, conditions, provisions, covenants or agreements contained herein in, or therein or as conditions of, the Credit Documents (other than agreements required to be complied with by such Agent thereunder and subject to the use standards of the proceeds of the Loans or of the existence or possible existence of any Default or Event of Default care set forth herein with respect thereto) or to inspect the properties, books or records of the Borrower Company. Each Agent shall be entitled to refrain from exercising any discretionary powers or actions under this Agreement or any other Loan Document until it shall have received the prior written consent of its Affiliatesone hundred percent (100%) of the Lenders to such action.

Exculpatory Provisions. The Administrative Neither the Agent and nor any of its officers, directors, employees, agents, attorneys-in-fact or affiliates shall not be (ai) liable for any action lawfully taken or omitted to be taken by it or such Person in its capacity as Agent under or in connection herewith or in connection with any of this Agreement, the other Credit Documents or the Orders (except for its or such Person’s 's own gross negligence or willful misconduct), ) or (bii) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by the Borrower contained herein or in Holdings, any of its Subsidiaries or any of their respective officers contained in this Agreement or the other Credit Documents Documents, any other Document or in any certificate, report, document, financial statement or other written or oral statement document referred to or provided for in, or received by the Administrative Agent under or in connection herewith with, this Agreement or in connection with the any other Credit Documents, or enforceability or sufficiency therefor of any of the other Credit Documents, Document or for any failure of the Borrower Holdings or any of its Subsidiaries or any of their respective officers to perform its obligations hereunder or thereunder. The Administrative Agent shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or the other Documents, or to inspect the properties, books or records of Holdings or any of its Subsidiaries. The Agent shall not be responsible to any Lender for the effectiveness, genuineness, validity, enforceability, collectibility collectability or sufficiency of this Credit Agreement, Agreement or any of the other Credit Documents Document or for any representations, warranties, recitals or statements made herein or therein or made by the Borrower in any written or oral statement or in any financial or other statements, instruments, reports, certificates or any other documents in connection herewith or therewith furnished or made by the Administrative Agent to the Lenders or by or on behalf of the Borrower Holdings or any of its Subsidiaries to the Administrative Agent or any Lender or be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained herein or therein or as to the use of the proceeds of the Loans or of the existence or possible existence of any Default or Event of Default or to inspect the properties, books or records of the Borrower or any of its AffiliatesDefault.

Exculpatory Provisions. The Administrative Neither the Agent and nor any of its officers, directors, employees, agents, attorneys-in-fact or affiliates shall not be (ai) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection herewith or in connection with any of the other Credit Documents (except for its or such Person’s 's own gross negligence or willful misconduct), or (bii) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by the Borrower or any Guarantor contained herein or in any of the other Credit Documents or in any certificate, report, document, financial statement or other written or oral statement document referred to or provided for in, or received by the Administrative Agent under or in connection herewith or in connection with the other Credit Documents, or enforceability or sufficiency therefor herefor of any of the other Credit Documents, or for any failure of the Borrower or any Guarantor to perform its respective obligations hereunder or thereunder. The Administrative Agent shall not be responsible to any Lender for the effectiveness, genuineness, validity, enforceability, collectibility collectability or sufficiency of this Credit Agreement, or any of the other Credit Documents or for any representations, warranties, recitals or statements made herein or therein or made by the Borrower or any Guarantor in any written or oral statement or in any financial or other statements, instruments, reports, certificates or any other documents in connection herewith or therewith furnished or made by the Administrative Agent to the Lenders or by or on behalf of the Borrower or any Guarantor to the Administrative Agent or any Lender or be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained herein or therein or as to the use of the proceeds of the Loans or of the existence or possible existence of any Default or Event of Default or to inspect the properties, books or records of the Borrower or any of its AffiliatesGuarantor.

Exculpatory Provisions. The Administrative Neither the Agent and nor any of its officers, directors, employees, agents, attorneys-in-fact or affiliates shall not be (ai) liable for any action lawfully taken or omitted to be taken by it or such Person in its capacity as Agent under or in connection herewith with this Agreement or in connection with any of the other Credit Documents (except for its or such Person’s 's own gross negligence or willful misconduct), ) or (bii) responsible in any manner to any of the Lenders Banks for any recitals, statements, representations or warranties made by the Borrower contained herein or in Borrower, any of the its Subsidiaries or any of their respective officers contained in this Agreement, any other Credit Documents Document, any other Document or in any certificate, report, document, financial statement or other written or oral statement document referred to or provided for in, or received by the Administrative Agent under or in connection herewith with, this Agreement or in connection with the any other Credit Documents, or enforceability or sufficiency therefor of any of the other Credit Documents, Document or for any failure of the Borrower or any of its Subsidiaries or any of their respective officers to perform its obligations hereunder or thereunder. The Administrative Agent shall not be under any obligation to any -102- 109 Bank to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or the other Documents, or to inspect the properties, books or records of the Borrower or any of its Subsidiaries. The Agent shall not be responsible to any Lender Bank for the effectiveness, genuineness, validity, enforceability, collectibility collectability or sufficiency of this Credit Agreement, Agreement or any of the other Credit Documents Document or for any representations, warranties, recitals or statements made herein or therein or made by the Borrower in any written or oral statement or in any financial or other statements, instruments, reports, certificates or any other documents in connection herewith or therewith furnished or made by the Administrative Agent to the Lenders Banks or by or on behalf of the Borrower or any of its Subsidiaries to the Administrative Agent or any Lender Bank or be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained herein or therein or as to the use of the proceeds of the Loans or of the existence or possible existence of any Default or Event of Default or to inspect the properties, books or records of the Borrower or any of its AffiliatesDefault.

Exculpatory Provisions. The Administrative Agent and its officers, directors, ---------------------- employees, agents, attorneys-in-fact or affiliates shall not be (ai) liable to any Lender for any action lawfully taken or omitted to be taken by it or such Person under or in connection herewith or in connection with any of the other Credit Documents (except for its or such Person’s 's own gross negligence or willful misconduct), or (bii) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by any of the Borrower Credit Parties contained herein or in any of the other Credit Documents or in any certificate, report, document, financial statement or other written or oral statement referred to or provided for in, or received by the Administrative Agent under or in connection herewith or in connection with the other Credit Documents, or enforceability or sufficiency therefor of any of the other Credit Documents, or for any failure of the Borrower any Credit Party to perform its obligations hereunder or thereunder. The Administrative Agent shall not be responsible to any Lender for the effectiveness, genuineness, validity, enforceability, collectibility collectability or sufficiency of this Credit Agreement, or any of the other Credit Documents or for any representations, warranties, recitals or statements made herein or therein or made by the Borrower or any Credit Party in any written or oral statement or in any financial or other statements, instruments, reports, certificates or any other documents in connection herewith or therewith furnished or made by the Administrative Agent to the Lenders or by or on behalf of the Borrower Credit Parties to the Administrative Agent or any Lender or be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained herein or therein or as to the use of the proceeds of the Loans or the use of the Letters of Credit or of the existence or possible existence of any Default or Event of Default or to inspect the properties, books or records of the Borrower Credit Parties or any of its respective Affiliates.

Exculpatory Provisions. The Neither the Administrative Agent and nor any of its officers, directors, employees, agents, attorneys-in-fact or affiliates Related Parties shall not be (a) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection herewith with this Agreement or in connection with any of the other Credit Documents Loan Document (except for its or such Person’s Related Parties’ own gross negligence or willful misconduct), misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction) or (b) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by the Borrower contained herein Credit Parties or in any of the their respective Subsidiaries or any of their respective officers contained in this Agreement, any other Credit Documents Loan Document or in any certificate, report, document, financial statement or other written or oral statement document referred to or provided for in, or received by the Administrative Agent under or in connection herewith with, this Agreement or in connection with the any other Credit Documents, or enforceability or sufficiency therefor of any of the other Credit Documents, Loan Document or for any failure of the Borrower any Credit Party or any of its officers to perform its obligations hereunder or thereunder. The Administrative Agent shall not be under any obligation to any Lender 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 the Credit Parties or any of their respective Subsidiaries. The Administrative Agent shall not be responsible to any Lender for the effectiveness, genuineness, validity, enforceability, collectibility or sufficiency of this Credit Agreement, Agreement or any of the other Credit Documents Loan Document or for any representations, warranties, recitals or statements made herein or therein or made by the Borrower in any written or oral statement or in any financial or other statements, instruments, reports, certificates or any other documents in connection herewith or therewith furnished or made by the Administrative Agent to the Lenders or by or on behalf of the Borrower Credit Parties or any of their respective Subsidiaries to the Administrative Agent or any Lender or be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained herein or therein or as to the use of the proceeds of the Loans or of the existence or possible existence of any Default or Event of Default or to inspect the properties, books or records of the Borrower or any of its Affiliates.Default. Exhibit 10.14

Exculpatory Provisions. The Neither the Administrative Agent and nor any of its officers, directors, employees, agents, attorneys-in-fact or affiliates shall not be (ai) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection herewith with this Agreement or in connection with any of the other Credit Documents (except for its or such Person’s own gross negligence or willful misconduct), ) or (bii) responsible in any manner to any of the Lenders Banks for any recitals, statements, representations or warranties made by the Borrower contained herein or in Borrower, any of its Subsidiaries or any of their respective officers contained in this Agreement or the other Credit Documents or in any certificate, report, document, financial statement or other written or oral statement document referred to or provided for in, or received by the Administrative Agent under or in connection herewith with, this Agreement or in connection with the any other Credit Documents, or enforceability or sufficiency therefor of any of the other Credit Documents, Document or for any failure of the Borrower or any of its Subsidiaries or any of their respective officers to perform its obligations hereunder or thereunder. The Administrative Agent shall not be under any obligation to any Bank to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or the other Credit Documents, or to inspect the properties, books or records of the Borrower or any of its Subsidiaries. The Administrative Agent shall not be responsible to any Lender Bank for the effectiveness, genuineness, validity, enforceability, collectibility or sufficiency of this Credit Agreement, Agreement or any of the other Credit Documents Document or for any representations, warranties, recitals or statements made herein or therein or made by the Borrower in any written or oral statement or in any financial or other statements, instruments, reports, certificates or any other documents in connection herewith or therewith furnished or made by the Administrative Agent to the Lenders Banks or by or on behalf of the Borrower to the Administrative Agent Agent, or any Lender Bank or be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained herein or therein or as to the use of the proceeds of the Loans or of the existence or possible existence of any Default or Event of Default or to inspect the properties, books or records of the Borrower or any of its AffiliatesDefault.

Exculpatory Provisions. The Administrative Agent and its Neither the Agents nor any of their officers, directors, employees, agents, attorneys-in-fact or affiliates shall not be (a) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection herewith or in connection with any of the other Credit Documents (except for its or such Person’s 's own gross negligence or willful misconduct), ) or (b) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by any of the Borrower Credit Parties contained herein or in any of the other Credit Documents or in any certificate, report, document, financial statement or other written or oral statement referred to or provided for in, or received by the Administrative an Agent under or in connection herewith or in connection with the other Credit Documents, or enforceability or sufficiency therefor of any of the other Credit Documents, or for any failure of the Borrower to perform its obligations hereunder or thereunder. The Administrative Agent Agents shall not be responsible to any Lender for the effectiveness, genuineness, validity, enforceability, collectibility or sufficiency of this Credit Agreement, or any of the other Credit Documents or for any representations, warranties, recitals or statements made herein or therein or made by the a Borrower or any Credit Party in any written or oral statement or in any financial or other statements, instruments, reports, certificates or any other documents in connection herewith or therewith furnished or made by the Administrative an Agent to the Lenders or by or on behalf of the Borrower Credit Parties to the Administrative Agent Agents or any Lender or be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained herein or therein or as to the use of the proceeds of the Loans or the use of the Letters of Credit or of the existence or possible existence of any Default or Event of Default or to inspect the properties, books or records of the Borrower or any of its AffiliatesCredit Parties. The Agents are not trustees for the Lenders and owe no fiduciary duty to the Lenders.

Exculpatory Provisions. The Neither the Administrative Agent and nor any of its officers, directors, employees, agents, attorneys-in-fact or affiliates shall not be (a) liable to any Lender for any action lawfully taken or omitted to be taken by it or such Person under or in connection herewith or in connection with any of the other Credit Documents (except for its or such Person’s own gross negligence or willful misconduct), or (b) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by the Borrower contained herein or in any of the other Credit Documents or in any certificate, report, document, financial statement or other written or oral statement document referred to or provided for in, or received by the Administrative Agent under or in connection herewith or in connection with the other Credit Documents, or enforceability or sufficiency therefor of any of the other Credit Documents, or for any failure of the Borrower to perform its obligations hereunder or thereunder. The Administrative Agent shall not be responsible to any Lender for the effectiveness, genuineness, validity, enforceability, collectibility or sufficiency of this Credit Agreement, or any of the other Credit Documents or for any representations, warranties, recitals or statements made herein or therein or made by the Borrower in any written or oral statement or in any financial or other statements, instruments, reports, certificates or any other documents in connection herewith or therewith furnished or made by the Administrative Agent to the Lenders or by or on behalf of the Borrower to the Administrative Agent or any Lender or be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained herein or therein or as to the use of the proceeds of the Loans or of the existence or possible existence of any Default or Event of Default or to inspect the properties, books or records of the Borrower or any of its AffiliatesBorrower. The Administrative Agent is not a trustee for the Lenders and owes no fiduciary duty to the Lenders.

Exculpatory Provisions. The Administrative Each of the Agent and or any of its officers, directors, employees, agents, attorneys-in-fact or affiliates shall not be (ai) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection herewith or in connection with any of the other Credit Documents (except for its or such Person’s 's own gross negligence or willful misconduct), or (bii) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by the Borrower any Credit Party contained herein or in any of the other Credit Documents or in any certificate, report, document, financial statement or other written or oral statement referred to or provided for in, or received by the Administrative an Agent under or in connection herewith or EX-80 in connection with the other Credit Documents, or enforceability or sufficiency therefor of any of the other Credit Documents, or for any failure of the Borrower any Credit Party to perform its obligations hereunder or thereunder. The Administrative Agent Neither of the Agents shall not be responsible to any Lender for the effectiveness, genuineness, validity, enforceability, collectibility collectability or sufficiency of this Credit Agreement, or any of the other Credit Documents or for any representations, warranties, recitals or statements made herein or therein or made by the Borrower any Credit Party in any written or oral statement or in any financial or other statements, instruments, reports, certificates or any other documents in connection herewith or therewith furnished or made by the Administrative such Agent to the Lenders or by or on behalf of the Borrower Credit Parties to the Administrative such Agent or any Lender or be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained herein or therein or as to the use of the proceeds of the Loans or the use of the Letters of Credit or of the existence or possible existence of any Default or Event of Default or to inspect the properties, books or records of the Borrower any Credit Party or any of its respective Affiliates. Neither of the Agents is a trustee for any Lenders or owes any fiduciary duty to any Lenders.

Exculpatory Provisions. The Administrative Agent and its officers, directors, employees, agents, attorneys-in-fact or affiliates shall not be (ai) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection herewith or in connection with any of the other Credit Documents (except for its or such Person’s 's own gross negligence or willful misconduct), or (bii) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by any of the Borrower Credit Parties contained herein or in any of the other Credit Documents or in any certificate, report, document, financial statement or other written or oral statement referred to or provided for in, or received by the Administrative Agent under or in connection herewith or in connection with the other Credit Documents, or enforceability or sufficiency therefor of any of the other Credit Documents, or for any failure of the Borrower Credit Parties to perform its their obligations hereunder or thereunder. The Administrative Agent shall not be responsible to any Lender for the effectiveness, genuineness, validity, enforceability, collectibility or sufficiency of this Credit Agreement, or any of the other Credit Documents or for any representations, warranties, recitals or statements made herein or therein or made by the Borrower Credit Parties in any written or oral statement or in any financial or other statements, instruments, reports, certificates or any other documents in connection herewith or therewith furnished or made by the Administrative 72 Agent to the Lenders or by or on behalf of the Borrower Credit Parties to the Administrative Agent or any Lender or be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained herein or therein or as to the use of the proceeds of the Loans or the use of the Letters of Credit or of the existence or possible existence of any Default or Event of Default or to inspect the properties, books or records of the Borrower Credit Parties or any of its their Affiliates.

Exculpatory Provisions. The Administrative Neither the Agent and nor any of its ---------------------- officers, directors, employees, agents, attorneys-in-fact or affiliates shall not be (ai) liable for any action lawfully taken or omitted to be taken by it or such Person in its capacity as Agent under or in connection herewith with this Agreement or in connection with any of the other Credit Documents (except for its or such Person’s 's own gross negligence or willful misconduct), ) or (bii) responsible in any manner to any of the Lenders Banks for any recitals, statements, representations or warranties made by the Borrower contained herein or in Holdings, any of its Subsidiaries or any of their respective officers contained in this Agreement or the other Credit Documents Documents, any other Document or in any certificate, report, document, financial statement or other written or oral statement document referred to or provided for in, or received by the Administrative Agent under or in connection herewith with, this Agreement or in connection with the any other Credit Documents, or enforceability or sufficiency therefor of any of the other Credit Documents, Document or for any failure of the Borrower Holdings or any of its Subsidiaries or any of their respective officers to perform its obligations hereunder here under or thereunder. The Administrative Agent shall not be under any obligation to any Bank to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or the other Documents, or to inspect the properties, books or records of Holdings or any of its Subsidiaries. The Agent shall not be responsible to any Lender Bank for the effectiveness, genuineness, validity, enforceability, collectibility collectability or sufficiency of this Credit Agreement, Agreement or any of the other Credit Documents Document or for any representations, warranties, recitals or statements made herein or therein or made by the Borrower in any written or oral statement or in any financial or other statements, instruments, reports, certificates or any other documents in connection herewith or therewith furnished or made by the Administrative Agent to the Lenders Banks or by or on behalf of the Borrower Holdings or any of its Subsidiaries to the Administrative Agent or any Lender Bank or be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained herein or therein or as to the use of the proceeds of the Loans or of the existence or possible existence of any Default or Event of Default or to inspect the properties, books or records of the Borrower or any of its AffiliatesDefault.

Exculpatory Provisions. The Administrative Neither the Agent and nor any of its officers, directors, employees, agents, attorneys-in-fact or affiliates shall not be (a) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection herewith or in connection with any of the other Credit Documents (except for its or such Person’s 's own gross negligence or willful misconduct), ) or (b) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by any of the Borrower Credit Parties contained herein or in any of the other Credit Documents or in any certificate, report, document, financial statement or other written or oral statement referred to or provided for in, or received by the Administrative Agent under or in connection herewith or in connection with the other Credit Documents, or enforceability or sufficiency therefor of any of the other Credit Documents, or for any failure of the Borrower to perform its obligations hereunder or thereunder. The Administrative Agent shall not be responsible to any Lender for the effectiveness, genuineness, validity, enforceability, collectibility or sufficiency of this Credit Agreement, or any of the other Credit Documents or for any representations, warranties, recitals or statements made herein or therein or made by the a Borrower or any Credit Party in any written or oral statement or in any financial or other statements, instruments, reports, certificates or any other documents in connection herewith or therewith furnished or made by the Administrative Agent to the Lenders or by or on behalf of the Borrower Credit Parties to the Administrative Agent or any Lender or be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained herein or therein or as to the use of the proceeds of the Loans or the use of the Letters of Credit or of the existence or possible existence of any Default or Event of Default or to inspect the properties, books or records of the Borrower or any of its AffiliatesCredit Parties. The Agent is not trustee for the Lenders and owes no fiduciary duty to the Lenders.

Exculpatory Provisions. The Neither the Administrative Agent and nor any of its officers, directors, employees, agents, attorneys-in-fact or affiliates Related Parties shall not be (a) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection herewith with this Agreement or in connection with any of the other Credit Documents Loan Document (except for its or such Person’s Related Parties’ own gross negligence or willful misconduct), misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction) or (b) responsible in any manner to any of the Lenders for any recitals, statements, 83 representations or warranties made by the Borrower contained herein Credit Parties or in any of the their respective Subsidiaries or any of their respective officers contained in this Agreement, any other Credit Documents Loan Document or in any certificate, report, document, financial statement or other written or oral statement document referred to or provided for in, or received by the Administrative Agent under or in connection herewith with, this Agreement or in connection with the any other Credit Documents, or enforceability or sufficiency therefor of any of the other Credit Documents, Loan Document or for any failure of the Borrower any Credit Party or any of its officers to perform its obligations hereunder or thereunder. The Administrative Agent shall not be under any obligation to any Lender 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 the Credit Parties or any of their respective Subsidiaries. The Administrative Agent shall not be responsible to any Lender for the effectiveness, genuineness, validity, enforceability, collectibility or sufficiency of this Credit Agreement, Agreement or any of the other Credit Documents Loan Document or for any representations, warranties, recitals or statements made herein or therein or made by the Borrower in any written or oral statement or in any financial or other statements, instruments, reports, certificates or any other documents in connection herewith or therewith furnished or made by the Administrative Agent to the Lenders or by or on behalf of the Borrower Credit Parties or any of their respective Subsidiaries to the Administrative Agent or any Lender or be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained herein or therein or as to the use of the proceeds of the Loans or of the existence or possible existence of any Default or Event of Default or to inspect the properties, books or records of the Borrower or any of its AffiliatesDefault.

Exculpatory Provisions. The Neither the Administrative Agent and nor any of its officers, directors, employees, agents, attorneys-in-fact or affiliates shall not be (a) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection herewith or in connection with any of the other Credit Documents (except for its or such Person’s 's own gross negligence or willful misconduct), ) or (b) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by any of the Borrower Credit Parties contained herein or in any of the other Credit Documents or in any certificate, report, document, financial statement or other written or oral statement referred to or provided for in, or received by the Administrative Agent under or in connection herewith or in connection with the other Credit Documents, or enforceability or sufficiency therefor of any of the other Credit Documents, or for any failure of the Borrower to perform its obligations hereunder or thereunder. The Administrative Agent shall not be responsible to any Lender for the effectiveness, genuineness, validity, enforceability, collectibility or sufficiency of this Credit Agreement, or any of the other Credit Documents or for any representations, warranties, recitals or statements made herein or therein or made by the Borrower or any of its Subsidiaries in any written or oral statement or in any financial or other statements, instruments, reports, certificates or any other documents in connection herewith or therewith furnished or made by the Administrative Agent to the Lenders or by or on behalf of the Borrower Credit Parties to the Administrative Agent or any Lender or be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained herein or therein or as to the use of the proceeds of the Loans or of the existence or possible existence of any Default or Event of Default or to inspect the properties, books or records of the Borrower or any of its Affiliates.records

Exculpatory Provisions. The Administrative Agent and its officers, directors, employees, agents, attorneys-in-fact or affiliates shall not be (ai) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection herewith or in connection with any of the other Credit Documents (except for its or such Person’s 's own gross negligence or willful misconduct), or (bii) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by any of the Borrower Credit Parties contained herein or in any of the other Credit Documents or in any certificate, report, document, financial statement or other written or oral statement referred to or provided for in, or received by the Administrative Agent under or in connection herewith or in connection with the other Credit Documents, or enforceability or sufficiency therefor of any of the other Credit Documents, or for any failure of the Borrower Credit Parties to perform its their obligations hereunder or thereunder. The Administrative Agent shall not be responsible to any Lender for the effectiveness, genuineness, validity, enforceability, collectibility or sufficiency of this Credit Agreement, or any of the other Credit Documents or for any representations, warranties, recitals or statements made herein or therein or made by the Borrower Credit Parties in any written or oral statement or in any financial or other statements, instruments, reports, certificates or any other documents in connection herewith or therewith furnished or made by the Administrative Agent to the Lenders or by or on behalf of the Borrower Credit Parties to the Administrative Agent or any Lender or be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained herein or therein or nor as to the use of the proceeds of the Loans or the use of the Letters of Credit or of the existence or possible existence of any Default or Event of Default or to inspect the properties, books or records of the Borrower Credit Parties or any of its their Affiliates.

Exculpatory Provisions. The Administrative Agent and its officers, directors, employees, agents, attorneys-in-fact or affiliates shall not be (ai) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection herewith or in connection with any of the other Credit Documents (except for its or such Person’s 's own gross negligence or willful misconduct), or (bii) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by any of the Borrower Credit Parties contained herein or in any of the other Credit Documents or in any certificate, report, document, financial statement or other written or oral statement referred to or provided for in, or received by the Administrative Agent under or in connection herewith with this Credit Agreement or in connection with the other Credit Documents, or enforceability or sufficiency therefor of any of the other Credit Documents, or for any failure of the Borrower any Credit Party to perform its obligations hereunder or thereunder. The Administrative Agent shall not be responsible to any Lender for the effectiveness, genuineness, validity, enforceability, collectibility collectability or sufficiency of this Credit Agreement, Agreement or any of the other Credit Documents or for any representations, warranties, recitals or statements made herein or therein or made by the Borrower or any other Credit Party in any written or oral statement or in any financial or other statements, instruments, reports, certificates or any other documents in connection herewith or therewith furnished or made available by the Administrative Agent to the Lenders or by or on behalf of the Borrower Credit Parties to the Administrative Agent or any Lender or be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained herein or therein or as to the use of the proceeds of the Loans or the use of the Letters of Credit or of the existence or possible existence of any Default or Event of Default or to inspect the properties, books or records of the Borrower Credit Parties or any of its their respective Affiliates.

Exculpatory Provisions. The Neither the Administrative Agent and nor any of its officers, directors, employees, agents, attorneys-in-fact or affiliates shall not be (ai) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection herewith with this Agreement or in connection with any of the other Credit Documents (except for its or such Person’s 's own gross negligence or willful misconduct), ) or (bii) responsible in any manner to any of the Lenders Banks for any recitals, statements, representations or warranties made by the Borrower contained herein or in Company, any of its Subsidiaries or any of their respective officers contained in this Agreement or the other Credit Documents or in any certificate, report, document, financial statement or other written or oral statement document referred to or provided for in, or received by the Administrative Agent under or in connection herewith with, this Agreement or in connection with the any other Credit Documents, or enforceability or sufficiency therefor of any of the other Credit Documents, Document or for any failure of the Borrower Company or any of its Subsidiaries or any of their respective officers to perform its obligations hereunder or thereunder. The Administrative Agent shall not be under any obligation to any Bank to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or the other Credit Documents, or to inspect the properties, books or records of the Company or any of its Subsidiaries. The Administrative Agent shall not be responsible to any Lender Bank for the effectiveness, genuineness, validity, enforceability, collectibility or sufficiency of this Credit Agreement, Agreement or any of the other Credit Documents Document or for any representations, warranties, recitals or statements made herein or therein or made by the Borrower in any written or oral statement or in any financial or other statements, instruments, reports, certificates or any other documents in connection herewith or therewith furnished or made by the Administrative Agent to the Lenders Banks or by or on behalf of the Borrower Company to the Administrative Agent Agent, or any Lender Bank or be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained herein or therein or as to the use of the proceeds of the Revolving Loans or of the existence or possible existence of any Default or Event of Default or to inspect the properties, books or records of the Borrower or any of its AffiliatesDefault.

Exculpatory Provisions. The Neither the Administrative Agent and nor any of its officers, directors, employees, agents, attorneys-in-fact or affiliates shall not be (a) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection herewith or in connection with any of the other Credit Documents (except for its or such Person’s 's own gross negligence or willful misconduct), ) or (b) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by any of the Borrower Credit Parties contained herein or in any of the other Credit Documents or in any certificate, report, document, financial statement or other written or oral statement referred to or provided for in, or received by the Administrative Agent under or in connection herewith or in connection with the other Credit Documents, or enforceability or sufficiency therefor of any of the other Credit Documents, or for any failure of the Borrower to perform its obligations hereunder or thereunder. The Administrative Agent shall not be responsible to any Lender for the effectiveness, genuineness, validity, enforceability, collectibility or sufficiency of this Credit Agreement, or any of the other Credit Documents or for any representations, warranties, recitals or statements made herein or therein or made by the a Borrower or any Credit Party in any written or oral statement or in any financial or other statements, instruments, reports, certificates or any other documents in connection herewith or therewith furnished or made by the Administrative Agent to the Lenders or by or on behalf of the Borrower Credit Parties to the Administrative Agent or any Lender or be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained herein or therein or as to the use of the proceeds of the Loans or the use of the Letters of Credit or of the existence or possible existence of any Default or Event of Default or to inspect the properties, books or records of the Borrower or any of its AffiliatesCredit Parties. The Administrative Agent is not a trustee for the Lenders and owes no fiduciary duty to the Lenders.

Exculpatory Provisions. The Neither the Administrative Agent and nor any of its officers, directors, employees, agents, attorneys-in-fact or affiliates Related Parties shall not be (a) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection herewith with this Agreement or in connection with any of the other Credit Documents Loan Document (except for its or such Person’s Related Parties’ own gross negligence or willful misconduct), misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction) or (b) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by the Borrower contained herein Credit Parties or in any of the their respective Subsidiaries or any of their respective officers contained in this Agreement, any other Credit Documents Loan Document or in any certificate, report, document, financial statement or other written or oral statement document referred to or provided for in, or received by the Administrative Agent under or in connection herewith with, this Agreement or in connection with the any other Credit Documents, or enforceability or sufficiency therefor of any of the other Credit Documents, Loan Document or for any failure of the Borrower any Credit Party or any of its officers to perform its obligations hereunder or thereunder. The Administrative Agent shall not be under any obligation to any Lender 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 the Credit Parties or any of their respective Subsidiaries. The Administrative Agent shall not be responsible to any Lender for the effectiveness, genuineness, validity, enforceability, collectibility collectability or sufficiency of this Credit Agreement, Agreement or any of the other Credit Documents Loan Document or for any representations, warranties, recitals or statements made herein or therein or made by the Borrower in any written or oral statement or in any financial or other statements, instruments, reports, certificates or any other documents in connection herewith or therewith furnished or made by the Administrative Agent to the Lenders or by or on behalf of the Borrower Credit Parties or any of their respective Subsidiaries to the Administrative Agent or any Lender or be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained herein or therein or as to the use of the proceeds of the Loans or of the existence or possible existence of any Default or Event of Default or to inspect the properties, books or records of the Borrower or any of its Affiliates.Default. 104

Exculpatory Provisions. The Administrative Neither the Agent and nor any of its officers, directors, employees, agents, attorneys-in-fact or affiliates shall not be (ai) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection herewith with this Agreement or in connection with any of the other Credit Loan Documents (except for its or such Person’s 's own gross negligence or willful misconduct), ) or (bii) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by the Borrower contained herein or in Company, any of the its Subsidiaries or any of their respective officers contained in this Agreement, any other Credit Documents Loan Documents, or in any certificate, report, document, financial statement or other written or oral statement document referred to or provided for in, or received by the Administrative Agent under or in connection herewith with, this Agreement or in connection with the any other Credit Documents, or enforceability or sufficiency therefor of any of the other Credit Documents, Loan Document or for any failure of the Borrower Company, any of its Subsidiaries or any of their respective officers to perform its or their obligations hereunder or thereunder. The Administrative Agent shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or the other Loan Documents, or to inspect the properties, books or records of the Company or any of its Subsidiaries. The Agent shall not be responsible to any Lender for the effectiveness, genuineness, validity, enforceability, collectibility or sufficiency of this Credit Agreement, Agreement or any of the other Credit Documents Loan Document or for any representations, warranties, recitals or statements made herein or therein or made by the Borrower in any written or oral statement or in any financial or other statements, instruments, reports, certificates or any other documents in connection herewith or therewith furnished or made by the Administrative Agent to the Lenders or by or on behalf of the Borrower Company or any of its Subsidiaries to the Administrative Agent or any Lender or be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained herein or therein or as to the use of the proceeds of the Loans Bridge Loan or of the existence or possible existence of any Potential Event of Default or Event of Default or to inspect the properties, books or records of the Borrower or any of its AffiliatesDefault.

Exculpatory Provisions. The Administrative Neither the Agent and nor any of its officers, directors, employees, agents, attorneys-in-fact or affiliates shall not be (a) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection herewith or in connection with any of the other Credit Documents (except for its or such Person’s 's own gross negligence or willful misconduct), ) or (b) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by any of the Borrower Credit Parties contained herein or in any of the other Credit Documents or in any certificate, report, document, financial statement or other written or oral statement referred to or provided for in, or received by the Administrative Agent under or in connection herewith or in connection with the other Credit Documents, or enforceability or sufficiency therefor of any of the other Credit Documents, or for any failure of the Borrower to perform its obligations hereunder or thereunder. The Administrative Agent shall not be responsible to any Lender for the effectiveness, genuineness, validity, enforceability, collectibility or sufficiency of this Credit Agreement, or any of the other Credit Documents or for any representations, warranties, recitals or statements made herein or therein or made by the Borrower or any Credit Party in any written or oral statement or in any financial or other statements, instruments, reports, certificates or any other documents in connection herewith or therewith furnished or made by the Administrative Agent to the Lenders or by or on behalf of the Borrower Credit Parties to the Administrative Agent or any Lender or be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained herein or therein or as to the use of the proceeds of the Loans or the use of the Letters of Credit or of the existence or possible existence of any Default or Event of Default or to inspect the properties, books or records of the Borrower or any of its AffiliatesCredit Parties. The Agent is not trustee for the Lenders and owes no fiduciary duty to the Lenders.

Exculpatory Provisions. The Administrative No Agent and nor any of its respective officers, directors, employees, agents, attorneys-in-fact or affiliates shall not be (a) liable for any action lawfully taken or omitted to be taken by it or such Person person in its capacity as Agent under or in connection herewith with this Agreement or in connection with any of the other Credit Documents (except for its or such Person’s own gross negligence or willful misconduct), misconduct as determined by a court of competent jurisdiction in a final and non-appealable decision) or (b) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by the Borrower contained herein or in Holdings, any of its Subsidiaries or any of their respective officers contained in this Agreement or the other Credit Documents Documents, any other Document or in any certificate, report, document, financial statement or other written or oral statement document referred to or provided for in, or received by the Administrative such Agent under or in connection herewith with this Agreement or in connection with the any other Credit Documents, or enforceability or sufficiency therefor of any of the other Credit Documents, Document or for any failure of the Borrower Holdings, any of its Subsidiaries or any of their respective officers to perform its obligations hereunder or thereunder. The Administrative No Agent shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or the other Documents, or to inspect the properties, books or records of Holdings or any of its Subsidiaries. No Agent shall be responsible to any Lender for the effectiveness, genuineness, validity, enforceability, collectibility collectability or sufficiency of this Credit Agreement, Agreement or any of the other Credit Documents Document or for any representations, warranties, recitals or statements made herein or therein or made by the Borrower in any written or oral statement or in any financial or other statements, instruments, reports, certificates or any other documents in connection herewith or therewith furnished or made by the Administrative any Agent to the Lenders or by or on 147 behalf of the Borrower Holdings or any of its Subsidiaries to the Administrative any Agent or any Lender or be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained herein or therein or as to the use of the proceeds of the Loans or of the existence or possible existence of any Default or Event of Default or to inspect the properties, books or records of the Borrower or any of its AffiliatesDefault.

Exculpatory Provisions. The Neither the Administrative Agent and nor any of its officers, directors, employees, agents, attorneys-in-fact or affiliates Related Parties shall not be (a) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection herewith with this Agreement or in connection with any of the other Credit Documents Loan Document (except for its or such Person’s Related Parties’ own gross negligence or willful misconduct), misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction) or (b) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by the Borrower contained herein Credit Parties or in any of the their respective Subsidiaries or any of their respective officers contained in this Agreement, any other Credit Documents Loan Document or in any certificate, report, document, financial 100 statement or other written or oral statement document referred to or provided for in, or received by the Administrative Agent under or in connection herewith with, this Agreement or in connection with the any other Credit Documents, or enforceability or sufficiency therefor of any of the other Credit Documents, Loan Document or for any failure of the Borrower any Credit Party or any of its officers to perform its obligations hereunder or thereunder. The Administrative Agent shall not be under any obligation to any Lender 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 the Credit Parties or any of their respective Subsidiaries. The Administrative Agent shall not be responsible to any Lender for the effectiveness, genuineness, validity, enforceability, collectibility or sufficiency of this Credit Agreement, Agreement or any of the other Credit Documents Loan Document or for any representations, warranties, recitals or statements made herein or therein or made by the Borrower in any written or oral statement or in any financial or other statements, instruments, reports, certificates or any other documents in connection herewith or therewith furnished or made by the Administrative Agent to the Lenders or by or on behalf of the Borrower Credit Parties or any of their respective Subsidiaries to the Administrative Agent or any Lender or be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained herein or therein or as to the use of the proceeds of the Loans or of the existence or possible existence of any Default or Event of Default or to inspect the properties, books or records of the Borrower or any of its AffiliatesDefault.

Exculpatory Provisions. The Administrative Neither any Agent and its nor any of their respective officers, directors, employees, agents, attorneys-in-fact or affiliates Affiliates shall not be (ai) liable for any action lawfully taken or omitted to be taken by it or such Person person in its capacity as an Agent under or in connection herewith with this Agreement or in connection with any of the other Credit Loan Documents (except for its or such Person’s own gross negligence or willful misconduct), misconduct as determined by a court of competent jurisdiction in a final and non-appealable decision) or (bii) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by the Borrower contained herein any Credit Party or in any of their respective officers contained in this Agreement or the other Credit Documents Loan Documents, or in any certificate, report, document, financial statement or other written or oral statement document referred to or provided for in, or received by the Administrative any Agent under or in connection herewith with, this Agreement or in connection with the any other Credit Documents, or enforceability or sufficiency therefor of any of the other Credit Documents, Loan Document or for any failure of the Borrower any Credit Party or any of their respective officers to perform its obligations hereunder or thereunder. The Administrative No Agent shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or the other Loan Documents, or to inspect the Collateral or other properties, the books or records of any Credit Party (except to the extent expressly requested to do so by the Required Lenders). No Agent shall be responsible to any Lender for the effectiveness, genuineness, validity, enforceability, collectibility or sufficiency of this Credit Agreement, Agreement or any of the other Credit Documents Loan Document or for any representations, warranties, recitals or statements made herein or therein or made by the Borrower in any written or oral statement or in any financial or other statements, instruments, reports, certificates or any other documents in connection herewith or therewith -80- furnished or made by the Administrative such Agent to the Lenders or by or on behalf of the Borrower any Credit Party to the Administrative any Agent or any Lender or be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained herein or therein or as to the use of the proceeds of the Loans or of the existence or possible existence of any Default or Event of Default or to inspect the properties, books or records Default. Without limitation of the Borrower generality of the foregoing, each Agent: (i) may treat the payee of any Loan as the holder thereof until it receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Agent; (ii) may consult with legal counsel, independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (iii) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any other Loan Document, or any other instrument or document furnished pursuant hereto or thereto and (iv) shall incur no liability under or in respect of its Affiliatesthis Agreement by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopy, telegram, cable or telex) believed by it to be genuine and signed or sent by the proper party or parties.

Exculpatory Provisions. The Administrative Neither the Agent and nor any of its officers, directors, employees, agents, attorneys-in-fact or affiliates shall not be (a) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection herewith or in connection with any of the other Credit Documents (except for its or such Person’s 's own gross negligence or willful misconduct), or (b) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by any of the Borrower Credit Parties contained herein or in any of the other Credit Documents or in any certificate, report, document, financial statement or other written or oral statement document referred to or provided for in, or received by the Administrative Agent under or in connection herewith or in connection with the other Credit Documents, or enforceability or sufficiency therefor of any of the other Credit Documents, or for any failure of the Borrower to perform its obligations hereunder or thereunder. The Administrative Agent shall not be responsible to any Lender for the effectiveness, genuineness, validity, enforceability, collectibility or sufficiency of this Credit Agreement, or any of the other Credit Documents or for any representations, warranties, recitals or statements made herein or therein or made by the Borrower or any Credit Party in any written or oral statement or in any financial or other statements, instruments, reports, certificates or any other documents in connection herewith or therewith furnished or made by the Administrative Agent to the Lenders or by or on behalf of the Borrower Credit Parties to the Administrative Agent or any Lender or be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained herein or therein or as to the use of the proceeds of the Loans or of the existence or possible existence of any Default or Event of Default or to inspect the properties, books or records of the Borrower or any of its AffiliatesCredit Parties. The Agent is not a trustee for the Lenders and owes no fiduciary duty to the Lenders.

Exculpatory Provisions. The Neither the Administrative Agent and nor any of its officers, directors, employees, agents, attorneys-in-fact or affiliates Related Parties nor any Receiver shall not be (a) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection herewith with this Agreement or in connection with any of the other Credit Documents Loan Document (except for its or such Person’s Related Parties’ own gross negligence or willful misconduct), misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction) or (b) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by the Borrower contained herein Credit Parties or in any of the their respective Subsidiaries or any of their respective officers contained in this Agreement, any other Credit Documents Loan Document or in any certificate, report, document, financial statement or other written or oral statement document referred to or provided for in, or received by the Administrative Agent under or in connection herewith with, this Agreement or in connection with the any other Credit Documents, or enforceability or sufficiency therefor of any of the other Credit Documents, Loan Document or for any failure of the Borrower any Credit Party or any of its officers to perform its obligations hereunder or thereunder. The Administrative Agent shall not be under any obligation 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 the Credit Parties or any of their respective Subsidiaries. The Administrative Agent shall not be responsible to any Lender for the effectiveness, genuineness, validity, enforceability, collectibility collectability or sufficiency of this Credit Agreement, Agreement or any of the other Credit Documents Loan Document or for any representations, warranties, recitals or statements made herein or therein or made by the Borrower in any written or oral statement or in any financial or other statements, instruments, reports, certificates or any other documents in connection herewith or therewith furnished or made by the Administrative Agent to the Lenders or by or on behalf of the Borrower Credit Parties or any of their respective Subsidiaries to the Administrative Agent or any Lender or be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained herein or therein or as to the use of the proceeds of the Loans or of the existence or possible existence of any Default or Event of Default Default. The Administrative Agent shall not be responsible for the creation, perfection or priority of any Lien, or security interest created or purported #4848-6974-4858 to be created under the Security Documents, or for any failure of any Credit Party or any other party to any Loan Document to perform its obligations thereunder. The Administrative Agent shall not have any duty or responsibility in respect of (i) any recording, filing, or depositing of this Agreement, any other Loan Document or any other agreement or instrument, monitoring or filing any financing statement or continuation statement evidencing a security interest, the maintenance of any such recording, filing or depositing or to inspect any re-recording, re-filing or re-depositing of any thereof, or otherwise monitoring the propertiesperfection, books continuation of perfection or records the sufficiency or validity of any security interest in or related to any Lien or Collateral, (ii) the acquisition or maintenance of any insurance or (iii) the payment or discharge of any tax, assessment, or other governmental charge or any lien or encumbrance of any kind owing with respect to, assessed or levied against, any part of the Borrower Collateral. No provision of this Agreement or any other Loan Document shall require the Administrative Agent to expend or risk its own funds or otherwise incur any liability, financial or otherwise, in the performance of any of its Affiliatesduties hereunder or thereunder or in the exercise of any of its rights or powers, if it shall have grounds to believe that repayment of such funds or indemnity satisfactory to it against such risk or liability is not assured to it. The Administrative Agent shall not be required to take any action that, in its opinion or in the opinion of its counsel, may expose it to liability or that is contrary to any Loan Document or applicable law. The rights, privileges, protections, immunities and benefits given to Administrative Agent, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable: (i) by the Administrative Agent in each Loan Document and any other document related hereto or thereto to which it is a party and (ii) the entity serving as the Administrative Agent in each of its capacities hereunder and in each of its capacities under any Loan Document whether or not specifically set forth therein and each agent, custodian and other Person employed to act hereunder and under any Loan Document or related document, as the case may be. Notwithstanding anything contained in this Agreement or any Loan Document to the contrary, the Administrative Agent shall not be under any obligation (i) to monitor, determine or verify the unavailability or cessation of London Interbank Offered Rate or the Adjusted Eurocurrency Rate (or other applicable benchmark interest rate), or whether or when there has occurred, or to give notice to any other transaction party of the occurrence of, any date on which such rate may be required to be transitions or replaced in accordance with the terms of the Loan Documents, applicable law or otherwise, (ii) to select, determine or designate any replacement to such rate, or other successor or replacement benchmark index, or whether any conditions to the designation of such a rate have been satisfied, (iii) to select, determine or designate any modifier to any replacement or successor index, or (iv) to determine whether or what any amendments to this Agreement or the other Loan Documents are necessary or advisable, if any, in connection with any of the foregoing. The Administrative Agent shall not be liable for any inability, failure or delay on its part to perform any of its duties set forth in this Agreement or any other Loan Document as a result of the unavailability of London Interbank Offered Rate or the Adjusted Eurocurrency Rate (or other applicable benchmark interest rate), including as a result of any inability, delay, error or inaccuracy on the part of any other party, including without limitation the Required Lenders or the Credit Parties, in providing any direction, instruction, notice or information required or contemplated by the terms of this Agreement and reasonably required for the performance of such duties. The Administrative Agent shall not have any liability for any interest rate published by any publication that is the source for determining the interest rates of the Loans, including but not limited to #4848-6974-4858 Bloomberg (or any successor source) and the Bloomberg or Reuters screen (or any successor source), or for any rates compiled by the ICE Benchmark Administration or any successor thereto, or for any rates published on any publicly available source, including without limitation the Federal Reserve Bank of New York’s Website, or in any of the foregoing cases for any delay, error or inaccuracy in the publication of any such rates, or for any subsequent correction or adjustment thereto. In no event shall the Administrative Agent be liable for any failure or delay in the performance of its obligations under this Agreement or any other Loan Document because of circumstances beyond its control, including, but not limited to, a failure, termination, or suspension of a clearing house, securities depositary, settlement system or central payment system in any applicable part of the world or acts of God, flood, war (whether declared or undeclared), civil or military disturbances or hostilities, nuclear or natural catastrophes, political unrest, explosion, earthquake, terrorism, fire, riot, labor disturbances, strikes or work stoppages for any reason, embargo, epidemics or pandemics or other health crises, government action, including any laws, ordinances, regulations or the like (whether domestic, federal, state, county or municipal or foreign) which delay, restrict or prohibit the providing of the services contemplated by this Agreement or the other Loan Documents, or the unavailability of communications or computer facilities, the failure of equipment or interruption of communications or computer facilities, or the unavailability of the Federal Reserve Bank wire or telex or other wire or communication facility, or any other causes beyond the Administrative Agent’s control whether or not of the same class or kind as specified above. Notwithstanding anything herein to the contrary, the Administrative Agent shall not be liable for any indirect, special, punitive or consequential damages (including but not limited to lost profits) whatsoever, even if it has been informed of the likelihood thereof and regardless of the form of action. The Administrative Agent shall not be liable for interest on any money received by it and any amounts on deposit with the Administrative Agent shall remain uninvested.

Exculpatory Provisions. The Neither the Administrative Agent and nor any of its officers, directors, employees, agents, attorneys-in-fact or affiliates shall not be (ai) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection herewith or in connection with any of the other Credit Loan Documents (except the Administrative Agent for its or such Person’s own gross negligence or willful misconduct), or (bii) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by the Borrower or any officer thereof contained herein or in any of the other Credit Loan Documents or in any certificate, report, document, financial statement or other written or oral statement document referred to or provided for in, or received by the Administrative Agent under or in connection herewith with, the Loan Documents or in connection with for the other Credit Documentsvalue, or validity, effectiveness, genuineness, perfection, enforceability or sufficiency therefor of any of the other Credit Documents, Loan Documents or for any failure of the Borrower or any other Person to perform its obligations hereunder or thereunder. The Administrative Agent shall not be responsible under any obligation to any Lender for the effectiveness, genuineness, validity, enforceability, collectibility or sufficiency of this Credit Agreement, or any of the other Credit Documents or for any representations, warranties, recitals or statements made herein or therein or made by the Borrower in any written or oral statement or in any financial or other statements, instruments, reports, certificates or any other documents in connection herewith or therewith furnished or made by the Administrative Agent to the Lenders or by or on behalf of the Borrower to the Administrative Agent or any Lender or be required to ascertain or to inquire as to the observance or performance or observance of any of the terms, conditions, provisions, covenants or agreements contained herein in, or therein or as to conditions of, the use of the proceeds of the Loans or of the existence or possible existence of any Default or Event of Default Loan Documents, or to inspect the propertiesProperty, books or records of the Borrower or any of its AffiliatesSubsidiaries. The Lenders acknowledge that the Administrative Agent shall not be under any duty to take any discretionary action permitted under the Loan Documents unless the Administrative Agent shall be instructed in writing to do so by Required Lenders and such instructions shall be binding on all Lenders; provided, however, that the Administrative Agent shall not be required to take any action which exposes the Administrative Agent to personal liability or is contrary to law or any provision of the Loan Documents. The Administrative Agent shall not be under any liability or responsibility whatsoever, as Administrative Agent, to the Borrower, any of its Subsidiaries or any other Person as a consequence of any failure or delay in performance, or any breach, by any Lender of any of its obligations under any of the Loan Documents.