Common use of Liability of Administrative Agent Clause in Contracts

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, any Letter of Credit or any other Loan Document (except for its own gross negligence or willful misconduct), or (ii) be responsible in any manner to any of the Banks for any recital, statement, representation or warranty made by the Company or any Subsidiary or Affiliate of the Company, or any officer thereof, contained in this Agreement, in any Letter of Credit or in any other Loan Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Agreement, any Letter of Credit or any other Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any Letter of Credit or any other Loan Document, or for any failure of the Company or any other party to any Loan Document to perform its obligations hereunder or thereunder. No Administrative Agent-Related Person shall 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, any Letter of Credit or any other Loan Document, or to inspect the Properties, books or records of the Company or any of the Company’s Subsidiaries or Affiliates.

Liability of Administrative Agent. None of the No Administrative 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, any Letter of Credit Agreement or any other Loan Document or the transactions contemplated hereby (except for its own gross negligence or willful misconductmisconduct in connection with its duties expressly set forth herein), or (iib) be responsible in any manner to any of the Banks Bank or participant for any recital, statement, representation or warranty made by the Company any Borrower or any Subsidiary or Affiliate of the Companya Borrower, or any officer thereof, contained in this Agreement, in any Letter of Credit herein or in any other Loan Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Agreement, any Letter of Credit Agreement or any other Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any Letter of Credit Agreement or any other Loan Document, or for any failure of the Company any Borrower or any other party to any Loan Document to perform its obligations hereunder or thereunder. No Administrative Agent-Related Person shall be under any obligation to any Bank 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, any Letter of Credit Agreement or any other Loan Document, or to inspect the Propertiesproperties, books or records of the Company any Borrower or any of the Company’s its Subsidiaries or AffiliatesAffiliates thereof.

Liability of Administrative Agent. None of Neither the Administrative AgentAgent nor any of its 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, any Letter of Credit 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), or (iib) be responsible in any manner to any of the Banks Lenders for any recital, statement, representation or warranty made by the Company or any Subsidiary or Affiliate of the Company, a Credit Party or any officer thereof, thereof contained in this Agreement, in any Letter of Credit Agreement or in any other Loan Transaction Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Agreement, any Letter of Credit Agreement or any other Loan Transaction Document, or for the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any Letter of Credit Agreement or any other Loan Transaction Document, or for any failure of the Company a Credit Party or any other party to any Loan 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 Bank 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 Letter of Credit Agreement or any other Loan Transaction Document, or to inspect the Propertiesproperties, books or records of the Company or any of the Company’s Subsidiaries or Affiliatesa Credit Party.

Liability of Administrative Agent. None of the Administrative 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, any Letter of Credit Agreement or any other Loan Document or the transactions contemplated hereby (except for its own gross negligence or willful misconduct), or (ii) be responsible in any manner to any of the Banks Lenders for any recital, statement, representation or warranty made by the Company or any Subsidiary or Affiliate of the Company, or any officer thereof, contained in this Agreement, in any Letter of Credit Agreement or in any other Loan Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Agreement, any Letter of Credit Agreement or any other Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any Letter of Credit Agreement or any other Loan Document, or for any failure of the Company or any other party to any Loan Document to perform its obligations hereunder or thereunder. No Administrative Agent-Related Person shall be under any obligation to any Bank 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 Letter of Credit Agreement or any other Loan Document, or to inspect the Propertiesproperties, books or records of the Company or any of the Company’s 's Subsidiaries or Affiliates.

Liability of Administrative Agent. None of the No Administrative Agent-Related Persons Person shall (i) be liable for any action taken or omitted to be taken by any of them under or in connection with this Agreement, any Letter of Credit Agreement or any other Loan Document Operative Agreement or the transactions contemplated hereby (except for its own gross negligence or willful misconductmisconduct in connection with its duties expressly set forth herein), or (ii) be responsible in any manner to any of the Banks Financing Party or participant for any recital, statement, representation or warranty made by the Company or any Subsidiary or Affiliate of the Company, Lessee/Borrower Party or any officer thereofof any of the foregoing, contained in this Agreement, in any Letter of Credit Agreement or in any other Loan DocumentOperative Agreement, 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 Letter of Credit Agreement or any other Loan DocumentOperative Agreement, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any Letter of Credit Agreement or any other Loan DocumentOperative Agreement, or for any failure of the Company any Lessee/Borrower Party or any other party to any Loan Document Operative Agreement to perform its obligations hereunder or thereunder. No Administrative Agent-Related Person shall be under any obligation to any Bank Financing Party 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, any Letter of Credit Agreement or any other Loan DocumentOperative Agreement, or to inspect the Propertiesproperties, books or records of the Company Lessee/Borrower Party or any of the Company’s Subsidiaries Subsidiary 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, any Letter of Credit Agreement or any other Loan Document or the transactions contemplated hereby (except for its own gross negligence or willful misconductmisconduct in connection with its duties expressly set forth herein), or (ii) be responsible in any manner to any of the Banks Bank or Participant for any recital, statement, representation or warranty made by the Company or any Subsidiary or Affiliate of the Company, or any officer thereof, contained in this Agreement, in any Letter of Credit Agreement or in any other Loan Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Agreement, any Letter of Credit Agreement or any other Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any Letter of Credit Agreement or any other Loan Document, or for any failure of the Company or any other party to any Loan Document to perform its obligations hereunder or thereunder. No Administrative Agent-Related Person shall be under any obligation to any Bank 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, any Letter of Credit Agreement or any other Loan Document, or to inspect the Propertiesproperties, books or records of the Company or any of the Company’s Subsidiaries or Affiliates.

Liability of Administrative Agent. None of the Administrative 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, any Letter of Credit Agreement or any other Loan Document or the transactions contemplated hereby (except for its own gross negligence or willful misconduct), or (iib) be responsible in any manner to any of the Banks Lenders (or Bank Product Providers) for any recital, statement, representation or warranty made by the Company Parent, any Borrower or any Subsidiary of its Subsidiaries or Affiliate of the CompanyAffiliates, or any officer or director thereof, contained in this Agreement, in any Letter of Credit Agreement or in any other Loan Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Agreement, any Letter of Credit Agreement or any other Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any Letter of Credit Agreement or any other Loan Document, or for any failure of the Company Parent, any Borrower or its Subsidiaries or any other party to any Loan Document to perform its obligations hereunder or thereunder. No Administrative Agent-Related Person shall be under any obligation to any Lenders (or Bank Product Providers) to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement, any Letter of Credit Agreement or any other Loan Document, or to inspect the Propertiesbooks and records or properties of Parent, books any Borrower or records of the Company or any of the Company’s Subsidiaries or Affiliatesits Subsidiaries.

Liability of Administrative Agent. None of the No Administrative 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, any Letter of Credit Agreement or any other Loan Document or the transactions contemplated hereby (except for its own gross negligence or willful misconductmisconduct in connection with its duties expressly set forth herein), or (iib) be responsible in any manner to any of the Banks Bank or participant for any recital, statement, representation or warranty made by the Company Borrower or any Subsidiary or Affiliate of the CompanyBorrower, or any officer thereof, contained in this Agreement, in any Letter of Credit herein or in any other Loan Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Agreement, any Letter of Credit Agreement or any other Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any Letter of Credit Agreement or any other Loan Document, or for any failure of the Company Borrower or any other party to any Loan Document to perform its obligations hereunder or thereunder. No Administrative Agent-Related Person shall be under any obligation to any Bank 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, any Letter of Credit Agreement or any other Loan Document, or to inspect the Propertiesproperties, books or records of the Company Borrower or any of the Company’s its Subsidiaries or AffiliatesAffiliates thereof.

Liability of Administrative Agent. None of the --------------------------------- Administrative 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, any Letter of Credit Agreement or any other Loan Document or the transactions contemplated hereby (except for its own gross negligence or willful misconduct), or (ii) be responsible in any manner to any of the Banks Lenders for any recital, statement, representation or warranty made by the Company or any Subsidiary or Affiliate of the Company, or any officer thereof, contained in this Agreement, in any Letter of Credit Agreement or in any other Loan Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Agreement, any Letter of Credit Agreement or any other Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any Letter of Credit Agreement or any other Loan Document, or for any failure of the Company or any other party to any Loan Document to perform its obligations hereunder or thereunder. No Administrative Agent-Related Person shall be under any obligation to any Bank 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 Letter of Credit Agreement or any other Loan Document, or to inspect the Propertiesproperties, books or records of the Company or any of the Company’s '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, any Letter of Credit or any other Loan Document (except for its own gross negligence or willful misconduct), or (ii) be responsible in any manner to any of the Banks for any recital, statement, representation or warranty made by the Company or any Subsidiary or Affiliate of the Company, or any officer thereof, contained in this Agreement, in any Letter of Credit or in any other Loan Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Agreement, any Letter of Credit or any other Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any Letter of Credit or any other Loan Document, or for any failure of the Company or any other party to any Loan Document to perform its obligations hereunder or thereunder. No Administrative Agent-Related Person shall 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, any Letter of Credit or any other Loan Document, or to inspect the Properties, books or records of the Company or any of the Company’s Subsidiaries or Affiliates.

Liability of Administrative Agent. None of Neither the Administrative Agent-Related Persons Agent nor any of its Affiliates, officers, directors, employees, agents or attorneys in fact 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, any Letter of Credit Agreement or any other Loan Document or the transactions contemplated hereby (except for its own gross negligence or willful misconduct), or (iib) be responsible in any manner to any of the Banks Lender or any Participant for any recital, statement, representation or warranty made by the Company or any Subsidiary or Affiliate of the Company, or any officer thereof, contained in this Agreement, in any Letter of Credit Agreement or in any other Loan Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Agreement, any Letter of Credit Agreement or any other Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any Letter of Credit Agreement or any other Loan Document, or for any failure of the Company or any other party to any Loan Document to perform its obligations hereunder or thereunder. No Except as otherwise expressly stated therein, the Administrative Agent-Related Person Agent shall not be under any obligation to any Bank Lender or any Participant to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, or facts stated in, this Agreement, any Letter of Credit Agreement or any other Loan Document, or to inspect the Propertiesproperties, books or records of the Company or any of the Company’s Subsidiaries or Affiliatesits Subsidiaries.

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, any Letter of Credit Agreement or any other Loan Document or the transactions contemplated hereby (except for its own gross negligence or willful misconductmisconduct in connection with its duties expressly set forth herein), or (ii) be responsible in any manner to any of the Banks Lender or participant for any recital, statement, representation or warranty made by the Company or any Subsidiary or Affiliate of the Company, or any officer thereof, contained in this Agreement, in any Letter of Credit Agreement or in any other Loan Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Agreement, any Letter of Credit Agreement or any other Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any Letter of Credit Agreement or any other Loan Document, or for any failure of the Company or any other party to any Loan Document to perform its obligations hereunder or thereunder. No Administrative Agent-Related Person shall be under any obligation to any Bank 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, any Letter of Credit Agreement or any other Loan Document, or to inspect the Propertiesproperties, books or records of the Company or any of the Company’s Subsidiaries or Affiliates.

Liability of Administrative Agent. None of the Administrative --------------------------------- 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, any Letter of Credit Agreement or any other Loan Document or the transactions contemplated hereby (except for its own gross negligence or willful misconduct), or (iib) be responsible in any manner to any of the Banks Lenders for any recital, statement, representation or warranty made by the Company Borrower or any Subsidiary or Affiliate of the CompanyBorrower, or any officer thereof, contained in this Agreement, in any Letter of Credit Agreement or in any other Loan Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Agreement, any Letter of Credit Agreement or any other Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any Letter of Credit Agreement or any other Loan Document, or for any failure of the Company Borrower or any other party to any Loan Document to perform its obligations hereunder or thereunder. No Administrative Agent-Related Person shall be under any obligation to any Bank 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 Letter of Credit Agreement or any other Loan Document, or to inspect the Propertiesproperties, books or records of the Company Borrower or any of the Company’s Borrower's Subsidiaries or Affiliates.

Liability of Administrative Agent. None of the Administrative --------------------------------- Agent, its Affiliates, or any of their respective officers, directors, employees, administrative agents, or attorneys-in-fact (collectively, the "Agent-Related Persons 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, any Letter of Credit or any other Loan Document Agreement (except for its own gross negligence or willful misconduct), ) or (ii) be responsible in any manner to any of the Banks for any recital, statement, representation or warranty made by the Company or any Subsidiary or Affiliate of the Company, Company or any officer thereof, thereof contained in this Agreement, in any Letter of Credit Agreement or in any other Loan Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Agreement, any Letter of Credit Agreement or any other Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any Letter of Credit Agreement or any other Loan Document, or for any failure of the Company or any other party to any Loan Document to perform its obligations hereunder or thereunder. No Administrative Agent-Related Person shall 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, any Letter of Credit Agreement or any other Loan Document, or to inspect the Propertiesproperties, books or records of the Company or any of the Company’s Subsidiaries or Affiliatesits Subsidiaries.

Liability of Administrative Agent. None Neither the Agent nor any 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, any Letter of Credit Agreement or any other Loan Document or the transactions contemplated hereby (except for its own gross negligence or willful misconduct), or (ii) be responsible in any manner to any of the Banks Lenders for any recital, statement, representation or warranty made by the Company any Borrower or any Subsidiary or Affiliate of the CompanyBorrowers, or any officer thereof, contained in this Agreement, in any Letter of Credit Agreement or in any other Loan Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Agreement, any Letter of Credit Agreement or any other Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any Letter of Credit Agreement or any other Loan Document, or for any failure of the Company Borrowers or any other party to any Loan Document to perform its obligations hereunder or thereunder. No Administrative Agent-Related Person shall be under any obligation to any Bank 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 Letter of Credit Agreement or any other Loan Document, or to inspect the Propertiesproperties, books or records of the Company Borrowers or any of the Company’s Borrowers' Subsidiaries or Affiliates.

Liability of Administrative Agent. None of the Administrative Agent-Related No 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, any Letter of Credit or any other Loan Document or the Environmental Agreement or the transactions contemplated hereby (except for its own gross negligence or willful misconduct), or (iib) be responsible in any manner to any of the Banks Lender for any recital, statement, representation or warranty made by the Company Borrower or any Subsidiary subsidiary or Affiliate of the CompanyBorrower, or any officer thereof, contained in this Agreementherein, in any Letter of Credit or in any other Loan DocumentDocument or the Environmental Agreement, 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 Letter of Credit or any other Loan DocumentDocument or the Environmental Agreement, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any Letter of Credit or any other Loan DocumentDocument or the Environmental Agreement, or for any failure of the Company Borrower or any other party to any Loan Document or the Environmental Agreement to perform its obligations hereunder or thereunder. No Administrative Agent-Related Agent‑Related Person shall be under any obligation to any Bank 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 Letter of Credit Agreement or any other Loan DocumentDocument or the Environmental Agreement, or to inspect the Propertiesproperties, books or records of the Company Borrower, Guarantor, or any of the Company’s Subsidiaries or their Affiliates.

Liability of Administrative Agent. None of the Administrative 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, any Letter of Credit Agreement or any other Loan Document or the transactions contemplated hereby (except for its own gross negligence or willful misconduct), or (iib) be responsible in any manner to any of the Banks Lenders for any recital, statement, representation or warranty made by 66 the Company or any Subsidiary or Affiliate of the Company, or any officer thereof, contained in this Agreement, in any Letter of Credit Agreement or in any other Loan Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Agreement, any Letter of Credit Agreement or any other Loan Document, or for the value of or title to any Collateral, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any Letter of Credit Agreement or any other Loan Document, or for any failure of the Company or any other party to any Loan Document to perform its obligations hereunder or thereunder. No Administrative Agent-Related Person shall be under any obligation to any Bank 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 Letter of Credit Agreement or any other Loan Document, or to inspect the Propertiesproperties, books or records of the Company or any of the Company’s '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, any Letter of Credit or any other Loan Document (except for its own gross negligence or willful misconduct), or (ii) be responsible in any manner to any of the Banks for any recital, statement, representation or warranty made by the Company or any Subsidiary or Affiliate of the Company, or any officer thereof, contained in this Agreement, in any Letter of Credit or in any other Loan Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Agreement, any Letter of Credit or any other Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any Letter of Credit or any other Loan Document, or for any failure of the Company or any other party to any Loan Document to perform its obligations hereunder or thereunder. No Administrative Agent-Related Person shall 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, any Letter of Credit or any other Loan Document, or to inspect the Properties, books or records of the Company or any of the Company’s 's Subsidiaries or Affiliates.

Liability of Administrative Agent. None of the Administrative Agent-Related Persons shall (ia) be liable to any of the Lenders for any action taken or omitted to be taken by any of them under or in connection with this Agreement, any Letter of Credit Agreement or any other Loan Document or the transactions contemplated hereby (except for its own gross negligence or willful misconduct), or (iib) be responsible in any manner to any of the Banks Lenders or Participants for any recital, statement, representation or warranty made by the Company or any Subsidiary or Affiliate of the Company, or any officer thereof, contained in this Agreement, in any Letter of Credit Agreement or in any other Loan Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Agreement, any Letter of Credit Agreement or any other Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any Letter of Credit Agreement or any other Loan Document, or for any failure of the Company or any other party to any Loan Document to perform its obligations hereunder or thereunder. No Administrative Agent-Related Person shall be under any obligation to any Bank 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, any Letter of Credit Agreement or any other Loan Document, or to inspect the Propertiesproperties, books or records of the Company or any of the Company’s 's Subsidiaries or Affiliates.

Liability of Administrative Agent. None of the Administrative Agent-Related 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, any Letter of Credit or any other Loan Document (except for its own gross negligence or willful misconduct), or (iii) be responsible in any manner to any of the Banks for any recital, statement, representation or warranty made by the Company or any Subsidiary or Affiliate of the Company, or any officer thereof, contained in this Agreement, in any Letter of Credit or in any other Loan Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Agreement, any Letter of Credit or any other Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any Letter of Credit or any other Loan Document, or for any failure of the Company or any other party to any Loan Document to perform its obligations hereunder or thereunder. No Administrative Agent-Related Agent‑Related Person shall 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, any Letter of Credit or any other Loan Document, or to inspect the Properties, books or records of the Company or any of the Company’s Subsidiaries or Affiliates.

Liability of Administrative Agent. None of the Administrative Agent-Related Persons shall (i( I ) be liable for any action taken or omitted to be taken by any of them under or in connection with this Agreement, any Letter of Credit or any other Loan Document (except for its own gross negligence or willful misconduct), or (ii( ) be responsible in any manner to any of the Banks for any recital, statement, representation or warranty made by the Company or any Subsidiary or Affiliate of the Company, or any officer thereof, contained in this Agreement, in any Letter of Credit or in any other Loan Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Agreement, any Letter of Credit or any other Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any Letter of Credit or any other Loan Document, or for any failure of the Company or any other party to any Loan Document to perform its obligations hereunder or thereunder. No Administrative Agent-Related Person shall 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, any Letter of Credit or any other Loan Document, or to inspect the Properties, books or records of the Company or any of the Company’s Subsidiaries or Affiliates. ......................................... 66 SECTION 9.04 . .

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, any Letter of Credit Agreement or any other Loan Document or the transactions contemplated hereby (except for its own gross negligence or willful misconductmisconduct in connection with its duties expressly set forth herein), or (ii) be responsible in any manner to any of the Banks Lender or Participant for any recital, statement, representation or warranty made by the Company Borrowers or any Subsidiary or Affiliate of the Company, or any officer thereof, contained in this Agreement, in any Letter of Credit Agreement or in any other Loan Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Agreement, any Letter of Credit Agreement or any other Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any Letter of Credit Agreement or any other Loan Document, or for any failure of the Company Borrowers or any other party to any Loan Document to perform its obligations hereunder or thereunder. No Administrative Agent-Related Person shall be under any obligation to any Bank 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, any Letter of Credit Agreement or any other Loan Document, or to inspect the Propertiesproperties, books or records of the Company or any of the Company’s Subsidiaries or Affiliates.

Liability of Administrative Agent. None Neither Administrative Agent nor any Related Party of the Administrative Agent-Related Persons Agent shall (ia) be liable for any action taken or omitted to be taken by any of them under or in connection with this Agreement, any Letter of Credit or any other Loan Document or the transactions contemplated hereby and thereby (except for its own gross negligence or willful misconduct, as determined by a final, non-appealable decision of a court of competent jurisdiction, in connection with its duties expressly set out herein), or (iib) be responsible in any manner to any of the Banks Lender or participant for any recital, statement, representation or warranty made by the Company or any Subsidiary or Affiliate of the Company, Borrower or any officer thereof, contained in this Agreement, in any Letter of Credit or in any other Loan Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Agreement, with any Letter of Credit or any other Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any Letter of Credit or any other Loan Document, or for any failure of the Company Borrower or any other party to any Loan Document to perform its obligations hereunder or thereunder. No Related Party of Administrative Agent-Related Person Agent shall be under any obligation to any Bank 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, any Letter of Credit or any other Loan Document, or to inspect the Properties, books or records of the Company Borrower or any of the Company’s Subsidiaries or AffiliatesAffiliate thereof.

Liability of Administrative Agent. None of the Administrative 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, any Letter of Credit Agreement or any other Loan Document or the transactions contemplated hereby (except for its own gross negligence or willful misconduct), or (iib) be responsible in any manner to any of the Banks Lenders (or Bank Product Providers) for any recital, statement, representation or warranty made by the Company any Borrower or any Subsidiary of its Subsidiaries or Affiliate of the CompanyAffiliates, or any officer or director thereof, contained in this Agreement, in any Letter of Credit Agreement or in any other Loan Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Agreement, any Letter of Credit Agreement or any other Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any Letter of Credit Agreement or any other Loan Document, or for any failure of the Company any Borrower or its Subsidiaries or any other party to any Loan Document to perform its obligations hereunder or thereunder. No Administrative Agent-Related Person shall be under any obligation to any Lenders (or Bank Product Providers) to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement, any Letter of Credit Agreement or any other Loan Document, or to inspect the Properties, books and records or records properties of the Company any Borrower or any of the Company’s Subsidiaries or Affiliatesits Subsidiaries.

Liability of Administrative Agent. None of the Administrative Agent-Related Persons shall (i) 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, any Letter of Credit Agreement or any other Loan Document or the transactions contemplated hereby (except for its own gross negligence or willful misconduct), or (ii) ii be responsible in any manner to any of the Banks Lenders for any recital, 66 73 statement, representation or warranty made by the Company or any Subsidiary or Affiliate of the Company, or any officer thereof, contained in this Agreement, in any Letter of Credit Agreement or in any other Loan Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Agreement, any Letter of Credit Agreement or any other Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any Letter of Credit Agreement or any other Loan Document, or for any failure of the Company or any other party to any Loan Document to perform its obligations hereunder or thereunder. No Administrative Agent-Related Person shall be under any obligation to any Bank 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 Letter of Credit Agreement or any other Loan Document, or to inspect the Propertiesproperties, books or records of the Company or any of the Company’s '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, any Letter of Credit Agreement or any other Loan Document or the transactions contemplated hereby (except for its own gross negligence or willful misconduct), or (ii) be responsible in any manner to any of the Banks for any recital, statement, representation or warranty made by the Company or any Subsidiary or Affiliate of the Company, or any officer thereof, thereof contained in this Agreement, in any Letter of Credit Agreement or in any other Loan Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Agreement, any Letter of Credit Agreement or any other Loan Document, or for the value of or title to any Collateral, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any Letter of Credit Agreement or any other Loan Document, or for any failure of the Company or any other party to any Loan Document to perform its obligations hereunder or thereunder. No Administrative Agent-Related Person shall 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, any Letter of Credit Agreement or any other Loan Document, or to inspect the Propertiesproperties, books or records of the Company or any of the Company’s '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, any Letter of Credit Agreement or any other Loan Document (except for its own gross negligence or willful misconduct), or (ii) be responsible in any manner to any of the Banks Lenders for - 41 - Mattel, Inc. Amended and Restated Credit Agreement any recital, statement, representation or warranty made by the Company or any Subsidiary or Affiliate of the Company, or any officer thereof, contained in this Agreement, in any Letter of Credit Agreement or in any other Loan Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Agreement, any Letter of Credit Agreement or any other Loan Document, or for the value of any Collateral or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any Letter of Credit Agreement or any other Loan Document, or for any failure of the Company or any other party to any Loan Document to perform its obligations hereunder or thereunder. No Administrative Agent-Related Person shall be under any obligation to any Bank 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 Letter of Credit Agreement or any other Loan Document, or to inspect the Properties, books or records of the Company or any of the Company’s '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, any Letter of Credit Agreement or any other Loan Document or the transactions contemplated hereby (except for its own gross negligence or willful misconduct), or (ii) be responsible in any manner to any of the Banks Lenders for any recital, statement, representation or warranty made by the Company Holdings or any Subsidiary or Affiliate of the CompanyHoldings, or any officer thereof, contained in this Agreement, in any Letter of Credit Agreement or in any other Loan Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Agreement, any Letter of Credit Agreement or any other Loan Document, or for the value of or title to any Collateral, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any Letter of Credit Agreement or any other Loan Document, or for any failure of the Company any Loan Party or any other party to any Loan Document to perform its obligations hereunder or thereunder. No Administrative Agent-Related Person shall be under any obligation to any Bank 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 Letter of Credit Agreement or any other Loan Document, or to inspect the Propertiesproperties, books or records of the Company Holdings or any of the Company’s its Subsidiaries or Affiliates.

Liability of Administrative Agent. None of the Administrative --------------------------------- 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, any Letter of Credit Agreement or any other Loan Document or the transactions contemplated hereby (except for its own gross negligence or willful misconduct), or (iib) be responsible in any manner to any of the Banks for any recital, statement, representation or warranty made by the Company or any Subsidiary or Affiliate of the Company, or any officer thereof, contained in this Agreement, in any Letter of Credit Agreement or in any other Loan Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Agreement, any Letter of Credit Agreement or any other Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any Letter of Credit Agreement or any other Loan Document, or for any failure of the Company or any other party to any Loan Document to perform its obligations hereunder or thereunder. No Administrative Agent-Related Person shall 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, any Letter of Credit Agreement or any other Loan Document, or to inspect the Propertiesproperties, books or records of the Company or any of the Company’s 's Subsidiaries or Affiliates.

Liability of Administrative Agent. None of the Administrative No 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, any Letter of Credit Agreement or any other Loan Document or the transactions contemplated hereby (except for its own gross negligence or willful misconductmisconduct in connection with its duties expressly set forth herein), or (iib) be responsible in any manner to any of the Banks Lender or participant for any recital, statement, representation or warranty made by the Company or any Subsidiary or Affiliate of the Company, Loan Party or any officer thereof, contained in this Agreement, in any Letter of Credit herein or in any other Loan Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Agreement, any Letter of Credit Agreement or any other Loan Document, or for the value of or title to any collateral, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any Letter of Credit Agreement or any other Loan Document, or for any failure of the Company any Loan Party or any other party to any Loan Document to perform its obligations hereunder or thereunder. No Administrative Agent-Related Person shall be under any obligation to any Bank 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, any Letter of Credit Agreement or any other Loan Document, or to inspect the Propertiesproperties, books or records of the Company any Loan Party or any of the Company’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, any Letter of Credit or any other Loan Document (except for its own gross negligence or willful misconduct), or (ii) be responsible in any manner to any of the Banks for any recital, statement, representation or warranty made by the Company or any Subsidiary or Affiliate of the Company, or any officer thereof, contained in this Agreement, in any Letter of Credit or in any other Loan Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Agreement, any Letter of Credit or any other Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any Letter of Credit or any other Loan Document, or for any failure of the Company or any other party to any Loan Document to perform its obligations hereunder or thereunder. No Administrative Agent-Related Person shall 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, any Letter of Credit or any other Loan Document, or to inspect the Properties, books or records of the Company or any of the Company’s Subsidiaries or Affiliates.

Liability of Administrative Agent. None of the No Administrative _________________________________ 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, any Letter of Credit Agreement or any other Loan Document or the transactions contemplated hereby (except for its own gross negligence or willful misconductmisconduct in connection with its duties expressly set forth herein), or (iib) be responsible in any manner to any of the Banks Bank or participant for any recital, statement, representation or warranty made by the Company Borrower or any Subsidiary or Affiliate of the CompanyBorrower, or any officer thereof, contained in this Agreement, in any Letter of Credit herein or in any other Loan Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Agreement, any Letter of Credit Agreement or any other Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any Letter of Credit Agreement or any other Loan Document, or for any failure of the Company Borrower or any other party to any Loan Document to perform its obligations hereunder or thereunder. No Administrative Agent-Related Person shall be under any obligation to any Bank 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, any Letter of Credit Agreement or any other Loan Document, or to inspect the Propertiesproperties, books or records of the Company Borrower or any of the Company’s its Subsidiaries or AffiliatesAffiliates thereof.

Liability of Administrative Agent. None Neither of the Administrative Agent-Related Persons Agents nor any of their respective directors, officers, employees or agents shall (i) be liable for any action taken or omitted to be taken by any of them under or in connection with this Agreement, any Letter of Credit Agreement or any other Loan Document or the transactions contemplated hereby (except for its such Agent's own gross negligence or willful misconduct), or (ii) be responsible in any manner to any of the Banks Lenders for any recital, statement, representation or warranty made by the Company or any Subsidiary or Affiliate of the Company, or any officer thereof, contained in this Agreement, in any Letter of Credit Agreement or in any other Loan Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Agreement, any Letter of Credit Agreement or any other Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any Letter of Credit Agreement or any other Loan Document, or for any failure of the Company any Borrower or any other party to any Loan Document to perform its obligations hereunder or thereunder. No Administrative Agent-Related Person The Agents shall not be under any obligation to any Bank 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 Letter of Credit Agreement or any other Loan Document, or to inspect the Propertiesproperties, books or records of the Company or any of the Company’s 's Subsidiaries or Affiliates.

Liability of Administrative Agent. None of the Administrative 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, any Letter of Credit Agreement or any other Loan Document or the transactions contemplated hereby (except for its own gross negligence or willful misconductmisconduct in connection with its duties expressly set forth herein), or (iib) be responsible in any manner to any of the Banks Lender or participant for any recital, statement, representation or warranty made by the Company Borrower or any Subsidiary or Affiliate of the CompanyBorrower, or any officer thereof, contained in this Agreement, in any Letter of Credit Agreement or in any other Loan Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Agreement, any Letter of Credit Agreement or any other Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any Letter of Credit Agreement or any other Loan Document, or for any failure of the Company Borrower or any other party to any Loan Document to perform its obligations hereunder or thereunder. No Administrative Agent-Related Person shall be under any obligation to any Bank 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, any Letter of Credit Agreement or any other Loan Document, or to inspect the Propertiesproperties, books or records of the Company Borrower or any of the Company’s 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, any Letter of Credit Agreement or any other Loan Document or the transactions contemplated hereby (except for its own gross negligence or willful misconductmisconduct in connection with its duties expressly set forth herein), or (ii) be responsible in any manner to any of the Banks or participant for any recital, statement, representation or warranty made by the Company or any Subsidiary or Affiliate of the Company, or any officer thereof, contained in this Agreement, in any Letter of Credit Agreement or in any other Loan Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Agreement, any Letter of Credit Agreement or any other Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any Letter of Credit Agreement or any other Loan Document, or for any failure of the Company or any other party to any Loan Document to perform its obligations hereunder or thereunder. No Administrative Agent-Related Person shall 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, any Letter of Credit Agreement or any other Loan Document, or to inspect the Properties, books or records of the Company or any of the Company’s '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, any Letter of Credit 87 Agreement or any other Loan Document or the transactions contemplated hereby (except for its own gross negligence , willful misconduct or willful misconductunlawful acts), or (ii) be responsible in any manner to any of the Banks for any recital, statement, representation or warranty made by the Company or any Subsidiary or Affiliate of the Company, or any officer thereof, contained in this Agreement, in any Letter of Credit Agreement or in any other Loan Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Agreement, any Letter of Credit Agreement or any other Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any Letter of Credit Agreement or any other Loan Document, or for any failure of the Company or any other party to any Loan Document to perform its obligations hereunder or thereunder. No Administrative Agent-Related Person shall 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, any Letter of Credit Agreement or any other Loan Document, or to inspect the Propertiesproperties, books or records of the Company or any of the Company’s 's Subsidiaries or Affiliates.

Liability of Administrative Agent. None of the Except as otherwise provided herein, no Administrative Agent-Related Persons Person shall (ia) be liable for any action reasonably taken or omitted to be taken by any of them under or in connection with this Agreement, any Letter of Credit Agreement or any other Loan Document or the transactions contemplated hereby (except for its own gross negligence or willful misconductmisconduct in connection with its duties expressly set forth herein), or (iib) be responsible in any manner to any of the Banks Lender or participant for any recital, statement, representation or warranty made by the Company any Fund or any Subsidiary or Affiliate of the Company, Managing Entity or any officer thereof, contained in this Agreement, in any Letter of Credit herein or in any other Loan Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Agreement, any Letter of Credit Agreement or any other Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any Letter of Credit Agreement or any other Loan Document, or for any failure of the Company Borrower or any other party to any Loan Document (other than the Administrative Agent) to perform its obligations hereunder or thereunder. No Administrative Agent-Related Person shall be under any obligation to any Bank 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, any Letter of Credit Agreement or any other Loan Document, or to inspect the Propertiesproperties, books or records of the Company Borrower or any of the Company’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, any Letter of Credit Agreement or any other Loan Document or the transactions contemplated hereby (except for its own gross negligence or willful misconduct), or (ii) be responsible in any manner to any of the Banks or any Affiliate of the Banks for any recital, statement, representation or warranty made by the Company or any Subsidiary or Affiliate of the CompanyCredit Party, or any officer thereof, contained in this Agreement, in any Letter of Credit Agreement or in any other Loan Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Agreement, any Letter of Credit Agreement or any other Loan Document, or the validity, effectivenesseffectiveness (other than such Agent-Related Person's own due execution and delivery), genuineness, enforceability or sufficiency of this Agreement, any Letter of Credit Agreement or any other Loan Document, or for any failure of the Company or any other party to any Loan Document Credit Party to perform its obligations hereunder or thereunderunder any other Loan Documents to which it is a party. No Administrative Agent-Related Person shall 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, any Letter of Credit Agreement or any other Loan Document, or to inspect the Propertiesproperties, books or records of the Company or any of the Company’s Subsidiaries or AffiliatesCredit Party.

Liability of Administrative Agent. None of the Administrative No 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, any Letter of Credit Agreement or any other Loan Document or the transactions contemplated hereby (except for its own gross negligence or willful misconductmisconduct in connection with its duties expressly set forth herein), or (iib) be responsible in any manner to any of the Banks Lender or participant for any recital, statement, representation or warranty made by the any Company or any Subsidiary or Affiliate of the Company, or any officer thereof, contained in this Agreement, in any Letter of Credit herein or in any other Loan Document, or in any certificate, LETTER OF CREDIT AND REIMBURSEMENT AGREEMENT report, statement statement, or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Agreement, any Letter of Credit Agreement or any other Loan Document, or the validity, effectiveness, genuineness, enforceability enforceability, or sufficiency of this Agreement, any Letter of Credit Agreement or any other Loan Document, or for any failure of the any Company or any other party to any Loan Document to perform its obligations hereunder or thereunder. No Administrative Agent-Related Person shall be under any obligation to any Bank 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, any Letter of Credit Agreement or any other Loan Document, or to inspect the Propertiesproperties, books books, or records of the any Company or any of the Company’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, any Letter of Credit Agreement or any other Loan Document or the transactions contemplated hereby (except for its own gross negligence or willful misconduct), or (ii) be responsible in any manner to any of the Banks Lenders for any recital, statement, representation or warranty made by the Company Borrower or any Subsidiary of its Subsidiaries or Affiliate Affiliates of the CompanyBorrower, or any officer thereof, contained in this Agreement, in any Letter of Credit Agreement or in any other Loan Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Agreement, any Letter of Credit Agreement or any other Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any Letter of Credit Agreement or any other Loan Document, or for any failure of the Company Borrower or any other party to any Loan Document to perform its obligations hereunder or thereunder. No Administrative Agent-Related Person shall be under any obligation to any Bank 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 Letter of Credit Agreement or any other Loan Document, or to inspect the Propertiesproperties, books or records of the Company Borrower or any of the Company’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, any Letter of Credit Agreement or any other Loan Document or the transactions contemplated hereby (except for its own gross negligence or willful misconduct), or (ii) be responsible in any manner to any of the Banks Lenders for any recital, statement, representation or warranty made by the Company Borrower or any Subsidiary or Affiliate of the CompanyBorrower, or any officer thereof, contained in this Agreement, in any Letter of Credit Agreement or in any other Loan Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Agreement, any Letter of Credit Agreement or any other Loan Document, or for the value of or title to any Collateral, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any Letter of Credit Agreement or any other Loan Document, or for any failure of the Company Borrower or any other party to any Loan Document to perform its obligations hereunder or thereunder. No Administrative Agent-Related Person shall be under any obligation to any Bank 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 Letter of Credit Agreement or any other Loan Document, or to inspect the Propertiesproperties, books or records of the Company Borrower or any of the Company’s Borrower's Subsidiaries or Affiliates.

Liability of Administrative Agent. None of the No Administrative 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, any Letter of Credit Agreement or any other Loan Document or the transactions contemplated hereby (except for its own gross negligence or willful misconductmisconduct in connection with its duties expressly set forth herein), or (iib) be responsible in any manner to any of the Banks Lender or participant for any recital, statement, representation or warranty made by the Company Borrower or any Subsidiary or Affiliate of the CompanyBorrower, or any officer thereof, contained in this Agreement, in any Letter of Credit Agreement or in any other Loan Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Agreement, any Letter of Credit Agreement or any other Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any Letter of Credit Agreement or any other Loan Document, or for any failure of the Company Borrower or any other party to any Loan Document to perform its obligations hereunder or thereunder. No Administrative Agent-Related Person shall be under any obligation to any Bank 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, any Letter of Credit Agreement or any other Loan Document, or to inspect the Propertiesproperties, books or records of the Company Borrower or any of the Company’s Borrower's Subsidiaries or Affiliates.

Liability of Administrative Agent. None of the Administrative --------------------------------- 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, any Letter of Credit Agreement or any other Loan Document or the transactions contemplated hereby (except for its own gross negligence or willful misconduct), or (ii) be responsible in any manner to any of the Banks Lenders for any recital, statement, representation or warranty made by the Company or any Subsidiary or Affiliate of the Company, or any officer thereof, contained in this Agreement, in any Letter of Credit Agreement or in any other Loan Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Agreement, any Letter of Credit Agreement or any other Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any Letter of Credit Agreement or any other Loan Document, or for any failure of the Company or any other party to any Loan Document to perform its obligations hereunder or thereunder. No Administrative Agent-Related Person shall be under any obligation to any Bank 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 Letter of Credit Agreement or any other Loan Document, or to inspect the Propertiesproperties, books or records of the Company or any of the Company’s 's Subsidiaries or Affiliates.

Liability of Administrative Agent. None of the Administrative 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, any Letter of Credit Agreement or any other Loan Document or the transactions contemplated hereby (except for its own gross negligence or willful misconduct), or (iib) be responsible in any manner to any of the Banks Lenders (or Bank Product Providers) for any recital, statement, representation or warranty made by the Company Parent, any Borrower or any Subsidiary of its Restricted Subsidiaries or Affiliate of the CompanyAffiliates, or any officer or director thereof, contained in this Agreement, in any Letter of Credit Agreement or in any other Loan Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Agreement, any Letter of Credit Agreement or any other Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any Letter of Credit Agreement or any other Loan Document, or for any failure of the Company Parent, any Borrower or its Restricted Subsidiaries or any other party to any Loan Document to perform its obligations hereunder or thereunder. No Administrative Agent-Related Person shall be under any obligation to any Lenders (or Bank Product Providers) to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement, any Letter of Credit Agreement or any other Loan Document, or to inspect the Propertiesbooks and records or properties of Parent, books any Borrower or records of the Company or any of the Company’s Subsidiaries or Affiliatesits Restricted Subsidiaries.

Liability of Administrative Agent. None of the Administrative 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, any Letter of Credit Agreement or any other Loan Document or the transactions contemplated hereby (except for its own gross negligence or willful misconduct), or (iib) be responsible in any manner to any of the Banks Lenders for any recital, statement, representation or warranty made by the Company Borrower or any Subsidiary or Affiliate of the CompanyBorrower, or any officer thereof, contained in this Agreement, in any Letter of Credit Agreement or in any other Loan Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Agreement, any Letter of Credit Agreement or any other Loan Document, or for the value of or title to any Collateral, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any Letter of Credit Agreement or any other Loan Document, or for any failure of the Company Borrower or any other party to any Loan Document to perform its obligations hereunder or thereunder. No Except as specifically provided for in this Agreement, no Administrative Agent-Related Person shall be under any obligation to any Bank 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 Letter of Credit Agreement or any other Loan Document, or to inspect the Propertiesproperties, books or records of the Company Borrower or any of the CompanyBorrower’s Subsidiaries or Affiliates.

Liability of Administrative Agent. None of the Administrative --------------------------------- Agent, its Affiliates, or any of their respective officers, directors, employees, administrative agents, or attorneys-in-fact (collectively, the "Agent-Related Persons 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, any Letter of Credit or any other Loan Document Agreement (except for its own gross negligence or willful misconduct), ) or (ii) be responsible in any manner to any of the Banks Lenders for any recital, statement, representation or warranty made by the Company or any Subsidiary or Affiliate of the Company, Company or any officer thereof, thereof contained in this Agreement, in any Letter of Credit Agreement or in any other Loan Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Agreement, any Letter of Credit Agreement or any other Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any Letter of Credit Agreement or any other Loan Document, or for any failure of the Company or any other party to any Loan Document to perform its obligations hereunder or thereunder. No Administrative Agent-Related Person shall be under any obligation to any Bank 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 Letter of Credit Agreement or any other Loan Document, or to inspect the Propertiesproperties, books or records of the Company or any of the Company’s Subsidiaries or Affiliatesits Subsidiaries.

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, any Letter of Credit Agreement or any other Loan Document or the transactions contemplated hereby (except for its such Agent-Related Person's own gross negligence or willful misconduct), or (ii) be responsible in any manner to any of the Banks Lenders or their participants for any recital, statement, representation or warranty made by the Company or any Subsidiary or Affiliate of the Company, or any officer thereof, contained in this Agreement, in any Letter of Credit Agreement or in any other Loan Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Agreement, any Letter of Credit Agreement or any other Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any Letter of Credit Agreement or any other Loan Document, or for any failure of the Company or any other party to any Loan Document to perform its obligations hereunder or thereunder. No Administrative Agent-Related Person shall be under any obligation to any Bank 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, any Letter of Credit Agreement or any other Loan Document, or to inspect the Propertiesproperties, books or records of the Company or any of the Company’s 's Subsidiaries or Affiliates.

Liability of Administrative Agent. None of the Administrative No 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, any Letter of Credit Agreement or any other Loan Document or the transactions contemplated hereby (except for its own gross negligence or willful misconductmisconduct in connection with its duties expressly set forth CREDIT AGREEMENT 44 herein), or (iib) be responsible in any manner to any of the Banks Lender or Participant for any recital, statement, representation or warranty made by the Company or any Subsidiary or Affiliate of the Company, Borrower or any officer thereof, contained in this Agreement, in any Letter of Credit herein or in any other Loan Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Agreement, any Letter of Credit Agreement or any other Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any Letter of Credit Agreement or any other Loan Document, or for any failure of the Company Borrower or any other party to any Loan Document to perform its obligations hereunder or thereunder. No Administrative Agent-Related Person shall be under any obligation to any Bank 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, any Letter of Credit Agreement or any other Loan Document, or to inspect the Propertiesproperties, books or records of the Company Borrower or any of the Company’s Subsidiaries or AffiliatesAffiliate thereof.

Liability of Administrative Agent. None of the Administrative Agent-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, any Letter of Credit Agreement or any other Loan DIP Financing Document or the transactions contemplated hereby (except for its own gross negligence or willful misconduct), or (ii) be responsible in any manner to any of the Banks Lenders for any recital, statement, representation or warranty made by the Company Borrowers or any Subsidiary or Affiliate of the CompanyBorrowers, or any officer thereof, contained in this Agreement, in any Letter of Credit Agreement or in any other Loan DIP Financing 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, any Letter of Credit Agreement or any other Loan DIP Financing Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any Letter of Credit Agreement or any other Loan DIP Financing Document, or for any failure of the Company Borrowers or any other party to any Loan DIP Financing Document to perform its obligations hereunder or thereunder. No Administrative Agent-Related Person shall be under any obligation to any Bank 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 Letter of Credit Agreement or any other Loan DIP Financing Document, or to inspect the Propertiesproperties, books or records of the Company Borrowers or any of the Company’s Borrowers' 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, any Letter of Credit Agreement or any other Loan Document or the transactions contemplated hereby (except for its own gross negligence or willful misconduct), or (ii) be responsible in any manner to any of the Banks Lenders for any recital, statement, representation or warranty made by the Company Borrower or any Subsidiary or Affiliate of the CompanyBorrower, or any officer thereof, contained in this Agreement, in any Letter of Credit Agreement or in any other Loan Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Agreement, any Letter of Credit Agreement or any other Loan Document, or for the value of or title to any Collateral, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any Letter of Credit Agreement or any other Loan Document, or for any failure of the Company Borrower or any other party to any Loan Document to perform its obligations hereunder or thereunder. No Administrative Agent-Related Person shall be under any obligation to any Bank 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 Letter of Credit Agreement or any other Loan Document, or to inspect the Propertiesproperties, books or records of the Company Borrower or any of the CompanyBorrower’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, any Letter of Credit Agreement or any other Loan Document or the transactions contemplated hereby or thereby (except for its own gross negligence or willful misconduct), or (ii) be responsible in any manner to any of the Banks Lenders or any Affiliate of any Lender for any recital, statement, representation or warranty made by the Company any Loan Party or any Subsidiary or Affiliate of the Companya Loan Party, or any officer thereof, contained in this Agreement, in any Letter of Credit Agreement or in any other Loan Document, 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, any Letter of Credit Agreement or any other Loan Document, or the validity, effectivenesseffectiveness (other than such Agent-Related Person’s own due execution and delivery), genuineness, enforceability or sufficiency of this Agreement, any Letter of Credit Agreement or any other Loan Document, or for any failure of the Company any Loan Party or any other party to any Loan Document to perform its obligations hereunder or thereunder. No Administrative Agent-Related Person shall be under any obligation to any Bank 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 Letter of Credit Agreement or any other Loan Document, or to inspect the Propertiesproperties, books or records of the Company any Loan Party or any Affiliate of the Company’s Subsidiaries or Affiliatesany Loan.

Liability of Administrative Agent. None of the Administrative 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, any Letter of Credit Agreement or any other Loan Document or the transactions contemplated hereby (except for its own gross negligence or willful misconduct), or (iib) be responsible in any manner to any of the Banks Lenders for any recital, statement, representation or warranty made by the Company or any Subsidiary or Affiliate of the Company, or any officer thereof, contained in this Agreement, in any Letter of Credit Agreement or in any other Loan Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Agreement, any Letter of Credit Agreement or any other Loan Document, or for the value of or title to any Collateral, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any Letter of Credit Agreement or any other Loan Document, or for any failure of the Company or any other party to any Loan Document to perform its obligations hereunder or thereunder. No Administrative Agent-Related Person shall be under any obligation to any Bank 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 Letter of Credit Agreement or any other Loan Document, or to inspect the Propertiesproperties, books or records of the Company or any of the Company’s 's Subsidiaries or Affiliates.

Liability of Administrative Agent. None of the Administrative 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, any Letter of Credit Agreement or any other Loan Document or the transactions contemplated hereby (except for its own gross negligence or willful misconductmisconduct in connection with its duties expressly set forth herein), or (iib) be responsible in any manner to any of the Banks Lenders or participant for any recital, statement, representation or warranty made by the Company Company, any Loan Party or any Subsidiary or Affiliate of the Company, or any officer thereof, contained in this Agreement, in any Letter of Credit Agreement or in any other Loan Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Agreement, any Letter of Credit Agreement or any other Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any Letter of Credit Agreement or any other Loan Document, or for any failure of the Company Company, any Loan Party or any other party to any Loan Document to perform its obligations hereunder or thereunder. No Administrative Agent-Related Person shall be under any obligation to any Bank Lender or any participant to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement, any Letter of Credit Agreement or any other Loan Document, or to inspect the Properties, books or records of the Company Company, any Loan Party or any of the Company’s 's Subsidiaries or Affiliates.

Liability of Administrative Agent. None of the No Administrative 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, any Letter of Credit Agreement or any other Loan Document or the transactions contemplated hereby (except for its own gross negligence or willful misconductmisconduct in connection with its duties expressly set forth herein), or (iib) be responsible in any manner to any of the Banks Lender or participant for any recital, statement, representation or warranty made by the Company or any Subsidiary or Affiliate of the Company, or any officer thereof, contained in this Agreement, in any Letter of Credit Agreement or in any other Loan Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Agreement, any Letter of Credit Agreement or any other Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any Letter of Credit Agreement or any other Loan Document, or for any failure of the Company or any Subsidiary or Affiliate of the Company or any other party to any Loan Document to perform its obligations hereunder or thereunder. No Administrative Agent-Related Person shall be under any obligation to any Bank 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, any Letter of Credit Agreement or any other Loan Document, or to inspect the Propertiesproperties, books or records of the Company or any of the Company’s 's Subsidiaries or Affiliates.

Liability of Administrative Agent. None of the Administrative --------------------------------- 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, any Letter of Credit Agreement or any other Loan Document (except for its own gross negligence or willful misconduct), or (iib) be responsible in any manner to any of the Lenders or Issuing Banks for any recital, statement, representation or warranty made by the Company ATSC, Borrower or any Subsidiary or Affiliate of ATSC or the CompanyBorrower, or any officer thereof, contained in this Agreement, in any Letter of Credit Agreement or in any other Loan Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Agreement, any Letter of Credit Agreement or any other Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any Letter of Credit Agreement or any other Loan Document, or for any failure of ATSC, the Company Borrower or any other party to any Loan Document to perform its obligations hereunder or thereunder. No Administrative Agent-Related Person shall be under any obligation to any Lender 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, any Letter of Credit Agreement or any other Loan Document, or to inspect the Properties, books or records of ATSC, the Company Borrower or any of the Company’s Subsidiaries or AffiliatesAffiliates of ATSC or the Borrower.

Liability of Administrative Agent. None of the Administrative No 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, any Letter of Credit or any other Loan Document Document, the Intercreditor Agreement or the transactions contemplated hereby or thereby (except for its own gross negligence or willful misconductmisconduct in connection with its duties expressly set forth herein), or (iib) be responsible in any manner to any of the Banks Lender or participant for any recital, statement, representation or warranty made by the Company or any Subsidiary or Affiliate of the Company, Loan Party or any officer thereof, contained in this Agreement, in any Letter of Credit herein or in any other Loan Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Agreement, any Letter of Credit Agreement or any other Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any Letter of Credit Agreement or any other Loan Document, or for any failure of the Company any Loan Party or any other party to any Loan Document to perform its obligations hereunder or thereunder. No Administrative Agent-Related Person shall be under any obligation to any Bank 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, any Letter of Credit Agreement or any other Loan Document, or to inspect the Propertiesproperties, books or records of the Company any Loan Party or any of the Company’s Subsidiaries or AffiliatesAffiliate thereof.

Liability of Administrative Agent. None of the Administrative Agent-Related Persons shall shall: (ia) be liable for any action taken or omitted to be taken by any of them under or in connection with this Agreement, any Letter of Credit Agreement or any other Loan Document or the transactions contemplated hereby (except for its own gross negligence or willful misconduct), or ; or (iib) be responsible in any manner to any of the Banks Lenders for any recital, statement, representation or warranty made by the Company Borrower or any Subsidiary or Affiliate of the CompanyBorrower, or any officer thereof, contained in this Agreement, in any Letter of Credit Agreement or in any other Loan Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Agreement, any Letter of Credit Agreement or any other Loan Document, or for the value of or title to any collateral, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any Letter of Credit Agreement or any other Loan Document, or for any failure of the Company Borrower or any other party to any Loan Document to perform its obligations hereunder or thereunder. No Administrative Agent-Related Person shall be under any obligation to any Bank 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 Letter of Credit Agreement or any other Loan Document, or to inspect the Propertiesproperties, books books, or records of the Company Borrower or any of the Company’s Borrower's Subsidiaries or Affiliates.

Liability of Administrative Agent. None of the Administrative Agent, its Affiliates, or any of their respective officers, directors, employees, administrative agents, or attorneys-in-fact (collectively, the "Agent-Related Persons 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, any Letter of Credit or any other Loan Document Agreement (except for its own gross negligence or willful misconduct), ) or (ii) be responsible in any manner to any of the Banks for any recital, statement, representation or warranty made by the Company or any Subsidiary or Affiliate of the Company, Company or any officer thereof, thereof contained in this Agreement, in any Letter of Credit Agreement or in any other Loan Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Agreement, any Letter of Credit Agreement or any other Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any Letter of Credit Agreement or any other Loan Document, or for any failure of the Company or any other party to any Loan Document to perform its obligations hereunder or thereunder. No Administrative Agent-Related Person shall 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, any Letter of Credit Agreement or any other Loan Document, or to inspect the Propertiesproperties, books or records of the Company or any of the Company’s Subsidiaries or Affiliatesits Subsidiaries.

Liability of Administrative Agent. None of the No Administrative 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, any Letter of Credit Agreement or any other Loan Document or the transactions contemplated hereby (except for its own gross negligence or willful misconductmisconduct in connection with its duties expressly set forth herein), or (iib) be responsible in any manner to any of the Banks Bank or participant for any recital, statement, representation or warranty made by the Company Borrower or any Subsidiary or Affiliate of the CompanyBorrower, or any officer thereof, contained in this Agreement, in any Letter of Credit herein or in any other Loan Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Agreement, any Letter of Credit Agreement or any other Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any Letter of Credit Agreement or any other Loan Document, or for any failure of the Company Borrower or any other party to any Loan Document to perform its obligations hereunder or thereunder. No Administrative Agent-Related Person shall be under any obligation to any Bank 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, any Letter of Credit Agreement or any other Loan Document, or to inspect the Propertiesproperties, books or records of the Company Borrower or any of the Company’s its Subsidiaries or AffiliatesAffiliates thereof.

Liability of Administrative Agent. None of the Administrative No 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, any Letter of Credit Agreement or any other Loan Document or the transactions contemplated hereby (except for its own gross negligence or willful misconductmisconduct in connection with its duties expressly set forth herein), or (iib) be responsible in any manner to any of the Banks Lender or Participant for any recital, statement, representation or warranty made by the Company or any Subsidiary or Affiliate of the Company, Loan Party or any officer thereof, contained in this Agreement, in any Letter of Credit herein or in any other Loan Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Agreement, any Letter of Credit Agreement or any other Loan Document, or the validity, effectiveness, genuineness, 57 FIVE-YEAR CREDIT AGREEMENT enforceability or sufficiency of this Agreement, any Letter of Credit Agreement or any other Loan Document, or for any failure of the Company any Loan Party or any other party to any Loan Document to perform its obligations hereunder or thereunder. No Administrative Agent-Related Person shall be under any obligation to any Bank 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, any Letter of Credit Agreement or any other Loan Document, or to inspect the Propertiesproperties, books or records of the Company any Loan Party or any of the Company’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, any Letter of Credit Agreement or any other Loan DIP Financing Document or the transactions contemplated hereby (except for its own gross negligence or willful misconduct), or (ii) be responsible in any manner to any of the Banks Lenders for any recital, statement, representation or warranty made by the Company Borrowers or any Subsidiary or Affiliate of the CompanyBorrowers, or any officer thereof, contained in this Agreement, in any Letter of Credit Agreement or in any other Loan DIP Financing 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, any Letter of Credit Agreement or any other Loan DIP Financing Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any Letter of Credit Agreement or any other Loan DIP Financing Document, or for any failure of the Company Borrowers or any other party to any Loan DIP Financing Document to perform its obligations hereunder or thereunder. No Administrative Agent-Related Person shall be under any obligation to any Bank 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 Letter of Credit Agreement or any other Loan DIP Financing Document, or to inspect the Propertiesproperties, books or records of the Company Borrowers or any of the Company’s Borrowers' Subsidiaries or Affiliates.