Common use of Liability of Administrative Agent Clause in Contracts

Liability of Administrative Agent. None of Administrative Agent-Related Persons shall (i) be liable for any action taken or omitted to be taken by any of them under or in connection with this Agreement or any other Loan Document or the transactions contemplated hereby (except for its own gross negligence or willful misconduct as determined in a final, nonappealable judgment by a court of competent jurisdiction), or (ii) be responsible in any manner to any Lender for any recital, statement, representation or warranty made by Borrower or any Subsidiary or Affiliate of Borrower, or any officer thereof, contained in this Agreement or in any other Loan Document or Spinoff Document, or in any certificate, report, statement or other document referred to or provided for in, or received by Administrative Agent under or in connection with, this Agreement, any other Loan Document or any Spinoff Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any other Loan Document or any Spinoff Document, or for any failure of Borrower or any other party to any Loan Document or Spinoff Document to perform its obligations hereunder or thereunder. No Administrative Agent-Related Person shall 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, any other Loan Document or any Spinoff Document, or to inspect the properties, books or records of Borrower or any of Borrower's Subsidiaries or Affiliates.

Liability of Administrative Agent. None of the Administrative Agent-Related Persons shall (i) be liable for any action taken or omitted to be taken by any of them under or in connection with this Agreement or any other Loan Transaction Document or the transactions contemplated hereby (except for its own gross negligence or willful misconduct as determined in a final, nonappealable judgment by a court of competent jurisdictionconnection with its duties expressly set forth herein), or (ii) be responsible in any manner to any Lender of the Purchasers or participants for any recital, statement, representation or warranty made by Borrower the Transferor or any Subsidiary or Affiliate of Borrowerthe Guarantor, or any officer thereof, contained in this Agreement or in any other Loan Document or Spinoff Transaction Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Agreement, Agreement or any other Loan Document or any Spinoff Transaction Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, Agreement or any other Loan Document or any Spinoff Transaction Document, or for any failure of Borrower the Transferor or the Guarantor or any other party to any Loan Document or Spinoff Transaction Document to perform its obligations hereunder or thereunder. No Administrative Agent-Related Person shall be under any obligation to any Lender Purchaser or participant to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement, Agreement or any other Loan Document or any Spinoff Transaction Document, or to inspect the properties, books or records of Borrower the Transferor, the Servicer or the Guarantor or any of Borrower's their respective Subsidiaries or Affiliates.

Liability of Administrative Agent. None Neither the Administrative Agent nor any of Administrative Agentits officers, directors, employees, agents, attorneys-Related Persons in-fact or Affiliates shall (ia) be liable for any action taken or omitted to be taken by it or any of them such Person under or in connection with this Agreement or any other Loan Transaction Document or the transactions contemplated hereby (except for its or such Person's own gross negligence or willful misconduct as determined in a final, nonappealable judgment by a court of competent jurisdictionmisconduct), or (iib) be responsible in any manner to any Lender of the Lenders or the Issuing Bank for any recital, statement, representation or warranty made by Borrower or any Subsidiary or Affiliate of Borrowerthe Issuer, the Guarantors or any officer thereof, thereof contained in this Agreement or in any other Loan Document or Spinoff Transaction Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Agreement, Agreement or any other Loan Document or any Spinoff Transaction Document, or for the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, Agreement or any other Loan Document or any Spinoff Transaction Document, or for any failure of Borrower the Issuer, the Guarantors or any other party to any Loan Document or Spinoff Transaction Document to perform its obligations hereunder or thereunder. No Except as otherwise expressly stated herein, the Administrative Agent-Related Person Agent shall not be under any obligation to any Lender or the Issuing Bank to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement, Agreement or any other Loan Document or any Spinoff Transaction Document, or to inspect the properties, books or records of Borrower the Issuer or any of Borrower's Subsidiaries or Affiliatesthe Guarantors.

Liability of Administrative Agent. None Neither the Administrative Agent nor any of Administrative Agentits officers, directors, employees, agents, attorneys-Related Persons in-fact or Affiliates shall be (ia) be liable for any action taken or omitted to be taken by it or any of them such Person under or in connection with this Agreement or any other Loan Transaction Document or the transactions contemplated hereby (except for its or such Person’s own gross negligence or willful misconduct as determined in a final, nonappealable judgment by a court of competent jurisdictionmisconduct), or (iib) be responsible in any manner to any Lender of the Participating Lenders for any recital, statement, representation or warranty made by Borrower or any Subsidiary or Affiliate of the Borrower, the Guarantors or any officer thereof, thereof contained in this Agreement or in any other Loan Document or Spinoff Transaction Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Agreement, Agreement or any other Loan Document or any Spinoff Transaction Document, or for the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, Agreement or any other Loan Document or any Spinoff Transaction Document, or for any failure of Borrower the Borrower, the Guarantors or any other party to any Loan Document or Spinoff Transaction Document to perform its obligations hereunder or thereunder. No Except as otherwise expressly stated herein, the Administrative Agent-Related Person Agent shall not be under any obligation to any Participating Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement, Agreement or any other Loan Document or any Spinoff Transaction Document, or to inspect the properties, books or records of the Borrower or any of Borrower's Subsidiaries or Affiliatesthe Guarantors.

Liability of Administrative Agent. None of Administrative No Agent-Related Persons Person shall be (ia) be liable for any action taken or omitted to be taken by any of them under or in connection with this Agreement or any other Loan Document or the transactions contemplated hereby (including any action or omission constituting ordinary negligence by an Agent-Related Person) (except for its own gross negligence or willful misconduct as determined in a final, nonappealable judgment by a court of competent jurisdictionconnection with its duties expressly set forth herein), or (iib) be responsible in any manner to any Lender or Participant for any recital, statement, representation representation, or warranty made by Borrower or Borrower, any Subsidiary or Affiliate of Borrowerits Subsidiaries, or any officer thereof, contained in this Agreement herein or in any other Loan Document or Spinoff Document, or in any certificate, report, statement statement, or other document referred to or provided for in, or received by Administrative Agent under or in connection with, this Agreement, Agreement or any other Loan Document or any Spinoff Document, or the validity, effectiveness, genuineness, enforceability enforceability, or sufficiency of this Agreement, Agreement or any other Loan Document or any Spinoff Document, or for any failure of Borrower Borrower, any Guarantor, or any other party to any Loan Document or Spinoff Document to perform its obligations hereunder or thereunder. No Administrative Agent-Related Person shall be under any obligation to any Lender or Participant to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement, Agreement or any other Loan Document or any Spinoff Document, or to inspect the properties, books books, or records of Borrower or any of Borrower's Subsidiaries or AffiliatesAffiliate thereof.

Liability of Administrative Agent. None of the Administrative Agent-Related Persons shall (i) be liable for any action taken or omitted to be taken by any of them under or in connection with this Agreement or any other Loan Document or the transactions contemplated hereby (except for its own gross negligence or willful misconduct as determined in a final, nonappealable judgment by a court of competent jurisdictionmisconduct), or (ii) be responsible in any manner to any Lender of the Lenders for any recital, statement, representation or warranty made by Borrower the Company, any Guarantor or any Subsidiary or Affiliate of Borrowerthe Company, or any officer thereof, contained in this Agreement or in any other Loan Document or Spinoff Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Agreement, Agreement or any other Loan Document or any Spinoff Document, or the validity, effectivenesseffectiveness (other than such Administrative Agent-Related Person’s own due execution and delivery), genuineness, enforceability or sufficiency of this Agreement, Agreement or any other Loan Document or any Spinoff Document, or for any failure of Borrower the Company, any Guarantor or any other party to any Loan Document or Spinoff Document to perform its obligations hereunder or thereunder. No Administrative Agent-Related Person shall 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, Agreement or any other Loan Document or any Spinoff Document, or to inspect the propertiesProperty, books or records of Borrower the Company, any Guarantor or any of Borrower's the Company’s other Subsidiaries or Affiliates.

Liability of Administrative Agent. None Neither the Administrative Agent nor any of Administrative Agentits officers, directors, employees, agents, attorneys-Related Persons in-fact or Affiliates shall be (ia) be liable for any action taken or omitted to be taken by it or any of them such Person under or in connection with this Agreement or any other Loan Transaction Document or the transactions contemplated hereby (except for its or such Person’s own gross negligence or willful misconduct as determined in a final, nonappealable judgment by a court of competent jurisdictionmisconduct), or (iib) be responsible in any manner to any Lender of the Lenders for any recital, statement, representation or warranty made by Borrower or any Subsidiary or Affiliate of the Borrower, the Guarantors or any officer thereof, thereof contained in this Agreement or in any other Loan Document or Spinoff Transaction Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Agreement, Agreement or any other Loan Document or any Spinoff Transaction Document, or for the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, Agreement or any other Loan Document or any Spinoff Transaction Document, or for any failure of Borrower the Borrower, the Guarantors or any other party to any Loan Document or Spinoff Transaction Document to perform its obligations hereunder or thereunder. No Except as otherwise expressly stated herein, the Administrative Agent-Related Person 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, Agreement or any other Loan Document or any Spinoff Transaction Document, or to inspect the properties, books or records of the Borrower or any of Borrower's Subsidiaries or Affiliatesthe Guarantors.

Liability of Administrative Agent. None of the Administrative Agent-Related Persons shall (i) be liable for any action taken or omitted to be taken by any of them under or in connection with this Agreement or any other Loan Document or the transactions contemplated hereby (except for its own gross negligence or willful misconduct as determined in a final, nonappealable judgment by a court of competent jurisdictionmisconduct), or (ii) be responsible in any manner to any Lender of the Lenders for any recital, statement, representation or warranty made by Borrower the Company, any Guarantor or any Subsidiary or Affiliate of Borrowerthe Company, or any officer thereof, contained in this Agreement or in any other Loan Document or Spinoff Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Agreement, Agreement or any other Loan Document or any Spinoff Document, or the validity, effectivenesseffectiveness (other than such Administrative Agent- Related Person's own due execution and delivery), genuineness, enforceability or sufficiency of this Agreement, Agreement or any other Loan Document or any Spinoff Document, or for any failure of Borrower the Company, any Guarantor or any other party to any Loan Document or Spinoff Document to perform its obligations hereunder or thereunder. No Administrative Agent-Related Person shall 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, Agreement or any other Loan Document or any Spinoff Document, or to inspect the propertiesProperties, books or records of Borrower the Company or any of Borrowerthe Company's Subsidiaries or Affiliates.

Liability of Administrative Agent. None Neither the Administrative Agent nor any of Administrative the Agent-Related Persons shall (ia) be liable for any action taken or omitted to be taken by any of them under or in connection with this Agreement or any other Loan Document or the transactions contemplated hereby or thereby (except for its own gross negligence or willful misconduct as determined in a final, nonappealable judgment by a court of competent jurisdictionmisconduct), or (iib) be responsible in any manner to any Lender or any Affiliate of any Lender for any recital, statement, representation or warranty made by Borrower any Loan Party or any Subsidiary or Affiliate of Borrowera Loan Party, or any officer thereof, contained in this Agreement or in any other Loan Document or Spinoff Document, or in any certificate, report, statement or other document referred to or provided for in, or received by Administrative Agent under or in connection with, this Agreement, Agreement or any other Loan Document or any Spinoff Document, or the validity, effectivenesseffectiveness (other than the Administrative Agent’s or such Agent-Related Person’s own due execution and delivery), genuineness, enforceability or sufficiency of this Agreement, Agreement or any other Loan Document or any Spinoff Document, or for any failure of Borrower any Loan Party or any other party to any Loan Document or Spinoff Document to perform its obligations hereunder or thereunder. No Neither the Administrative Agent nor any Agent-Related Person shall 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, Agreement or any other Loan Document or any Spinoff Document, or to inspect the properties, books or records of Borrower any Loan Party or any Affiliate of Borrower's Subsidiaries or Affiliatesany Loan Party.

Liability of Administrative Agent. None of Administrative the Agent-Related Persons shall (ia) be liable for any action taken or omitted to be taken by any of them under or in connection with this Agreement or any other Loan Document or the transactions contemplated hereby (except for its own gross negligence or willful misconduct as determined in a final, nonappealable judgment by a court of competent jurisdictionmisconduct), or (iib) be responsible in any manner to any Lender of the Lenders for any recital, statement, representation or warranty made by the Guarantor, the Borrower or any Subsidiary or Affiliate of the Borrower, or any officer thereof, contained in this Agreement or in any other Loan Document or Spinoff Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Agreement, Agreement or any other Loan Document or any Spinoff Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, Agreement or any other Loan Document or any Spinoff Document, or for any failure of the Guarantor, the Borrower or any other party to any Loan Document or Spinoff Document to perform its obligations hereunder or thereunder. No Administrative Agent-Related Person shall 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, Agreement or any other Loan Document or any Spinoff Document, or to inspect the properties, books or records of the Guarantor, the Borrower or any of the Borrower's Subsidiaries or Affiliates.

Liability of Administrative Agent. None of the Administrative Agent-Related Persons shall (i) be liable for any action taken or omitted to be taken by any of them under or in connection with this Agreement or any other Loan Document the Operative Documents or the transactions contemplated hereby or thereby (except for its own gross negligence or willful misconduct as determined in a final, nonappealable judgment by a court of competent jurisdictionmisconduct), or (ii) be responsible in any manner to any Lender of the Lenders for any recital, statement, representation or warranty made by Borrower or the Company, the Lessee, the Guarantor, any Subsidiary or Affiliate of Borrowereither thereof, or any officer thereof, contained in this Agreement or in any other Loan Document or Spinoff DocumentOperative Documents, or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection withherewith or therewith, this Agreement, or for the value of or title to any other Loan Document or any Spinoff DocumentCollateral, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any other Loan Document Agreement or any Spinoff DocumentOperative Documents, or for any failure of Borrower the Company, the Lessee, the Guarantor or any other party to any Loan Document or Spinoff Operative Document to perform its obligations hereunder or thereunder. No Administrative Agent-Related Person shall 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, any other Loan Document Agreement or any Spinoff Operative Document, or to inspect the properties, books or records of Borrower the Company, the Lessee, or any Affiliate of Borrower's Subsidiaries or Affiliateseither thereof.

Liability of Administrative Agent. None Neither the Administrative Agent nor any of Administrative Agentits officers, directors, employees, agents, attorneys-Related Persons in-fact or Affiliates shall be (ia) be liable for any action taken or omitted to be taken by it or any of them such Person under or in connection with this Agreement or any other Loan Transaction Document or the transactions contemplated hereby (except for its or such Person's own gross negligence or willful misconduct as determined in a final, nonappealable judgment by a court of competent jurisdictionmisconduct), or (iib) be responsible in any manner to any Lender of the Lenders for any recital, statement, representation or warranty made by Borrower or any Subsidiary or Affiliate of the Borrower, the Guarantors or any officer thereof, thereof contained in this Agreement or in any other Loan Document or Spinoff Transaction Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Agreement, Agreement or any other Loan Document or any Spinoff Transaction Document, or for the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, Agreement or any other Loan Document or any Spinoff Transaction Document, or for any failure of Borrower the Borrower, the Guarantors or any other party to any Loan Document or Spinoff Transaction Document to perform its obligations hereunder or thereunder. No Except as otherwise expressly stated herein, the Administrative Agent-Related Person 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, Agreement or any other Loan Document or any Spinoff Transaction Document, or to inspect the properties, books or records of the Borrower or any of Borrower's Subsidiaries or Affiliatesthe Guarantors.

Liability of Administrative Agent. None of Administrative No Agent-Related Persons Person shall be (ia) be liable for any action taken or omitted to be taken by any of them under or in connection with this Agreement or any other Loan Document or the transactions contemplated hereby (INCLUDING ANY ACTION OR OMISSION CONSTITUTING ORDINARY NEGLIGENCE BY AN AGENT-RELATED PERSON) (except for its own gross negligence or willful misconduct as determined in a final, nonappealable judgment by a court of competent jurisdictionconnection with its duties expressly set forth herein), or (iib) be responsible in any manner to any Lender or Participant for any recital, statement, representation representation, or warranty made by Borrower or Borrower, any Subsidiary or Affiliate of Borrowerits Subsidiaries, or any officer thereof, contained in this Agreement herein or in any other Loan Document or Spinoff Document, or in any certificate, report, statement statement, or other document referred to or provided for in, or received by Administrative Agent under or in connection with, this Agreement, Agreement or any other Loan Document or any Spinoff Document, or the validity, effectiveness, genuineness, enforceability enforceability, or sufficiency of this Agreement, Agreement or any other Loan Document or any Spinoff Document, or for any failure of Borrower Borrower, any Guarantor, or any other party to any Loan Document or Spinoff Document to perform its obligations hereunder or thereunder. No Administrative Agent-Related Person shall be under any obligation to any Lender or Participant to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement, Agreement or any other Loan Document or any Spinoff Document, or to inspect the properties, books books, or records of Borrower or any of Borrower's Subsidiaries or AffiliatesAffiliate thereof.

Liability of Administrative Agent. None of the Administrative Agent-Related Persons shall (i) be liable for any action taken or omitted to be taken by any of them under or in connection with this Agreement or any other Loan Document or the transactions contemplated hereby (except for its own gross negligence or willful misconduct as determined in a final, nonappealable judgment by a court of competent jurisdictionmisconduct), or (ii) be responsible in any manner to any Lender of the Lenders for any recital, statement, representation or warranty made by Borrower the Company, any Guarantor or any Subsidiary or Affiliate of Borrowerthe Company, or any officer thereof, contained in this Agreement or in any other Loan Document or Spinoff Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Agreement, Agreement or any other Loan Document or any Spinoff Document, or the validity, effectivenesseffectiveness (other than such Administrative Agent-Related Person's own due execution and delivery), genuineness, enforceability or sufficiency of this Agreement, Agreement or any other Loan Document or any Spinoff Document, or for any failure of Borrower the Company, any Guarantor or any other party to any Loan Document or Spinoff Document to perform its obligations hereunder or thereunder. No Administrative Agent-Related Person shall 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, Agreement or any other Loan Document or any Spinoff Document, or to inspect the propertiesProperties, books or records of Borrower the Company or any of Borrowerthe Company's Subsidiaries or Affiliates.

Liability of Administrative Agent. None of the Administrative Agent-Related Persons shall (i) be liable to the Purchaser for any action taken or omitted to be taken by any of them under or in connection with this Agreement or any other Loan Transaction Document or the transactions contemplated hereby (except for its own gross negligence or willful misconduct as determined in a final, nonappealable judgment by a court of competent jurisdictionmisconduct), or (ii) be responsible in any manner to any Lender of the Purchasers for any recital, statement, representation or warranty made by Borrower the Transferor or any Subsidiary or Affiliate of Borrowerthe Guarantor, or any officer or partner thereof, contained in this Agreement or in any other Loan Document or Spinoff - 25 - Mattel, Inc. First Amended and Restated Receivables Purchase Agreement Transaction Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Agreement, Agreement or any other Loan Document or any Spinoff Transaction Document, or for the value of any collateral or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, Agreement or any other Loan Document or any Spinoff Transaction Document, or for any failure of Borrower the Transferor or the Guarantor or any other party to any Loan Document or Spinoff Transaction Document to perform its obligations hereunder or thereunder. No Administrative Agent-Related Person shall be under any obligation to any Lender Purchaser to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement, Agreement or any other Loan Document or any Spinoff Transaction Document, or to inspect the properties, books or records of Borrower the Transferor, the Servicer or the Guarantor or any of Borrower's their respective Subsidiaries or Affiliates.

Liability of Administrative Agent. None of Administrative No Agent-Related Persons shall (i) be liable to any Lender for any action taken or omitted to be taken by any of them under or in connection with this Agreement Agreement, the Notes, the Deed of Trust, the Parent Guaranty or any other Loan Document or the transactions contemplated hereby (except for its own gross negligence or willful misconduct as determined in a final, nonappealable judgment by a court of competent jurisdictionmisconduct), or (ii) be responsible in any manner to any Lender for any recital, statement, representation or warranty made by Borrower or any Subsidiary subsidiary or Affiliate of Borrower, or any officer thereof, contained in this Agreement Agreement, the Notes, the Deed of Trust, the Parent Guaranty or in any other Loan Document or Spinoff Document, or in any certificate, report, statement or other document referred to or provided for in, or received by Administrative Agent under or in connection with, this Agreement, the Notes, the Deed of Trust, the Parent Guaranty or any other Loan Document or any Spinoff Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, the Notes, the Deed of Trust, the Parent Guaranty or any other Loan Document or any Spinoff Document, or for any failure of Borrower or any other party to any Loan Document or Spinoff Document to perform its obligations hereunder or thereunder. No Administrative Agent-Related Person shall 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, Agreement or any other Loan Document or any Spinoff Document, or to inspect the properties, books or records of Borrower Borrower, Parent or any of Borrower's Subsidiaries or their Affiliates.

Liability of Administrative Agent. None of Administrative the ----------------------------------------- Agent-Related Persons shall (ia) be liable for any action taken or omitted to be taken by any of them under or in connection with this Agreement or any other Loan Document or the transactions contemplated hereby (except for its own gross negligence or willful misconduct as determined in a final, nonappealable judgment by a court of competent jurisdictionconnection with its duties expressly set forth herein), or (iib) be responsible in any manner to any Lender of 86 ================================================================================ the Lenders, participants or Issuing Banks for any recital, statement, representation or warranty made by ATSC, Borrower or any Subsidiary or Affiliate of ATSC or the Borrower, or any officer thereof, contained in this Agreement or in any other Loan Document or Spinoff Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Agreement, Agreement or any other Loan Document or any Spinoff Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, Agreement or any other Loan Document or any Spinoff Document, or for any failure of ATSC, the Borrower or any other party to any Loan Document or Spinoff Document to perform its obligations hereunder or thereunder. No Administrative Agent-Related Person shall be under any obligation to any Lender Lender, participant or Issuing Bank to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement, Agreement or any other Loan Document or any Spinoff Document, or to inspect the propertiesProperties, books or records of ATSC, the Borrower or any of Borrower's the Subsidiaries or AffiliatesAffiliates of ATSC or the Borrower.

Liability of Administrative Agent. None of Administrative Agent-Related Persons shall (i) be liable for any action taken or omitted to be taken by any of them under or in connection with this Loan Agreement or any other Loan Operative Document or the transactions contemplated hereby (except for its own gross negligence or willful misconduct or as determined otherwise provided in a final, nonappealable judgment by a court of competent jurisdictionthe Security Agreement), or (ii) be responsible in any manner to any Lender of the Lenders for any recital, statement, representation or warranty made by the Borrower or any Subsidiary or Affiliate of the Borrower, or any officer of any thereof, contained in this Loan Agreement or in any other Loan Document or Spinoff Operative Document, or in any certificate, report, statement or other document referred to or provided for in, or received by by, Administrative Agent under under, or in connection with, this Agreement, Loan Agreement or any other Loan Document Operative Document, or for the value of or title to any Spinoff DocumentCollateral, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, Loan Agreement or any other Loan Document or any Spinoff Operative Document, or for any failure of the Borrower or any other party to any Loan Document or Spinoff Operative Document to perform its obligations hereunder or thereunder. No Administrative Agent-Related Person shall 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, Loan Agreement or any other Loan Document or any Spinoff Operative Document, or to inspect the properties, books or records of the Borrower or any of the Borrower's Subsidiaries or Affiliates.

Liability of Administrative Agent. None of the Administrative Agent-Related Persons shall (i) be liable for any action taken or omitted to be taken by any of them under or in connection with this Agreement or any other Loan Document or the transactions contemplated hereby (except for its own gross negligence or willful misconduct as determined in a final, nonappealable judgment by a court of competent jurisdictionmisconduct), or (ii) be responsible in any manner to any Lender of the Lenders for any recital, statement, representation or warranty made by Borrower the Borrower, any Guarantor or any Subsidiary or Affiliate of the Borrower, or any officer thereof, contained in this Agreement or in any other Loan Document or Spinoff Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Agreement, Agreement or any other Loan Document or any Spinoff Document, or the validity, effectivenesseffectiveness (other than such Administrative Agent-Related Person’s own due execution and delivery), genuineness, enforceability or sufficiency of this Agreement, Agreement or any other Loan Document or any Spinoff Document, or for any failure of Borrower the Borrower, any Guarantor or any other party to any Loan Document or Spinoff Document to perform its obligations hereunder or thereunder. No Administrative Agent-Related Person shall 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, Agreement or any other Loan Document or any Spinoff Document, or to inspect the propertiesProperties, books or records of the Borrower or any of the Borrower's ’s Subsidiaries or Affiliates.

Liability of Administrative Agent. None Neither Frost nor any Person under the Control of Administrative Frost or any Person having Control of Frost nor any of their respective equityholders, directors, officers, employees or agents (each, an “Agent-Related Persons Person”) shall (ia) be liable for any action taken or omitted to be taken by any of them under or in connection with this Agreement or any other Loan Document or the transactions contemplated hereby (except for its own gross negligence or willful misconduct as determined in a final, nonappealable judgment by a court of competent jurisdictionconnection with its duties expressly set forth herein), or (iib) be responsible in any manner to L/C Issuer or any Lender or Participant for any recital, statement, representation or warranty made by Borrower or any Subsidiary or Affiliate of Borrower, Obligor or any officer thereof, contained in this Agreement herein or in any other Loan Document or Spinoff Document, or in any certificate, report, statement or other document referred to or provided for in, or received by Administrative Agent under or in connection with, this Agreement, Agreement or any other Loan Document or any Spinoff Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, Agreement or any other Loan Document or any Spinoff Document, or for any failure of Borrower any Obligor or any other party to any Loan Document or Spinoff Document to perform its obligations hereunder or thereunder. No Administrative Agent-Related Person shall be under any obligation to L/C Issuer or any Lender or Participant to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement, Agreement or any other Loan Document or any Spinoff Document, or to inspect the properties, books or records of Borrower any Obligor or any of Borrower's Subsidiaries or AffiliatesAffiliate thereof.

Liability of Administrative Agent. None of the Administrative Agent-Related Persons shall (i) be liable for any action taken or omitted to be taken by any of them under or in connection with this Agreement or any other Loan Document or the transactions contemplated hereby (except for its own gross negligence or willful misconduct as determined in a final, nonappealable judgment by a court of competent jurisdictionmisconduct), or (ii) be responsible in any manner to any Lender of the Lenders for any recital, statement, representation or warranty made by Borrower the Company, any Guarantor or any Subsidiary or Affiliate of Borrowerthe Company, or any officer thereof, contained in this Agreement or in any other Loan Document or Spinoff Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Agreement, Agreement or any other Loan Document or any Spinoff Document, or the validity, effectivenesseffectiveness (other than such Administrative Agent-Related Person's own due execution and delivery), genuineness, enforceability or sufficiency of this Agreement, Agreement or any other Loan Document or any Spinoff Document, or for any failure of Borrower the Company, any Guarantor or any other party to any Loan Document or Spinoff Document to perform its obligations hereunder or thereunder. No Administrative Agent-Related Person shall 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, Agreement or any other Loan Document or any Spinoff Document, or to inspect the propertiesProperty, books or records of Borrower the Company, any Guarantor or any of Borrowerthe Company's other Subsidiaries or Affiliates.

Liability of Administrative Agent. None of Administrative No Agent-Related Persons shall Person will (i) be liable for any action taken or omitted to be taken by any of them under or in connection with this Agreement or any other Loan Document or the transactions contemplated hereby (except for its own gross negligence or willful misconduct as determined in a final, nonappealable judgment connection with its duties expressly set forth herein or required by a court of competent jurisdiction), applicable law) or (ii) be responsible in any manner to any Lender Guaranteed Party for any recital, statement, representation or warranty made by any Guarantor, the Borrower or any Subsidiary or Affiliate of Borrowerthereof, or any officer thereof, contained in this Agreement or in any other Loan Document or Spinoff Document, herein or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Agreement, any other Loan Document or any Spinoff Document, Agreement or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any other Loan Document or any Spinoff Document, Agreement or for any failure of any Guarantor, the Borrower or any other party to any Loan Document Subsidiary or Spinoff Document Affiliate thereof to perform its obligations hereunder or thereunder. No Administrative Agent-Related Person shall will be under any obligation to any Lender Guaranteed Party to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement, any other Loan Document or any Spinoff Document, or to inspect the properties, books or records of the Borrower or any of Borrower's Subsidiaries Subsidiary or AffiliatesAffiliate thereof.

Liability of Administrative Agent. None of the Administrative Agent, its Affiliates or any of their officers, directors, employees, agents or attorneys-in-fact (collectively, "Administrative Agent-Related Persons Persons") shall (ia) be liable for any action taken or omitted to be taken by any of them under or in connection with this Agreement or Agreement, any of the other Loan Document or the transactions contemplated hereby Documents (except for its their own gross negligence or willful misconduct as such has been determined in a final, nonappealable judgment by a court of competent jurisdictionfinal non-appealable judgment), or (iib) be responsible in any manner to any of the Lenders or the Issuing Lender for any recital, statement, representation or warranty made by the Borrower or any Subsidiary or Affiliate of Borrowerthereof, or any officer thereof, contained in this Agreement or in any other Loan Document or Spinoff Document, or in any certificate, report, statement or other document referred to or provided <PAGE> for in, in or received by the Administrative Agent under or in connection with, this Agreement, Agreement or any other Loan Document or any Spinoff Document, or for the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, Agreement or any other Loan Document or any Spinoff Document, or for any failure of the Borrower or any other party to any Loan Document or Spinoff Document to perform its obligations hereunder or thereunder. No Administrative Agent-Related Person shall be under any obligation to any Lender, the Issuing Lender or any of the other Agents to ascertain or to inquire as to the observance or performance of any of the Obligations or any of the other agreements contained in, or conditions of, this Agreement, Agreement or any other Loan Document or any Spinoff Document, or to inspect any of the propertiesProperties, books or records of the Borrower or any of Borrower's its Subsidiaries or Affiliates.

Liability of Administrative Agent. None of the Administrative Agent-Related Persons shall (i) be liable for any action taken or omitted to be taken by any of them under or in connection with this Agreement or any other Loan Document or the transactions contemplated hereby (except for its own gross negligence or willful misconduct as determined in a final, nonappealable judgment by a court of competent jurisdictionmisconduct), or (ii) be responsible in any manner to any Lender of the Lenders for any recital, statement, representation or warranty made by Borrower the Borrower, any Guarantor or any Subsidiary or Affiliate of the Borrower, or any officer thereof, contained in this Agreement or in any other Loan Document or Spinoff Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Agreement, Agreement or any other Loan Document or any Spinoff Document, or the validity, effectivenesseffectiveness (other than such Administrative Agent-Related Person's own due execution and delivery), genuineness, enforceability or sufficiency of this Agreement, Agreement or any other Loan Document or any Spinoff Document, or for any failure of Borrower the Borrower, any Guarantor or any other party to any Loan Document or Spinoff Document to perform its obligations hereunder or thereunder. No Administrative Agent-Related Person shall 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, Agreement or any other Loan Document or any Spinoff Document, or to inspect the propertiesProperties, books or records of the Borrower or any of the Borrower's Subsidiaries or Affiliates.