Common use of Liability of Administrative Agent Clause in Contracts

Liability of Administrative Agent. NO RELATED PARTY OF THE ADMINISTRATIVE AGENT SHALL (A) BE LIABLE FOR ANY ACTION TAKEN OR OMITTED TO BE TAKEN BY ANY OF THEM UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (EXCEPT FOR ITS OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT IN CONNECTION WITH ITS DUTIES EXPRESSLY SET FORTH HEREIN), or (b) be responsible in any manner to any Lender or participant for any recital, statement, representation or warranty made by the Borrower or any Restricted Subsidiary or any officer thereof, contained 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 or any other Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document, or for the creation, perfection or priority of any Liens purported to be created by any of the Loan Documents, or the validity, genuineness, enforceability, existence, value or sufficiency of any collateral security, or to make any inquiry respecting the performance by the Borrower of its obligations hereunder or under any other Loan Document, or for any failure of the Borrower or any Restricted Subsidiary or any other party to any Loan Document to perform its obligations hereunder or thereunder. No Related Party of the Administrative Agent shall be under any obligation to any Lender or Participant to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of the Borrower or any Restricted Subsidiary or any Affiliate thereof.

Liability of Administrative Agent. NO RELATED PARTY OF THE ADMINISTRATIVE AGENT SHALL Neither Administrative Agent nor any of its directors, officers, agents or employees shall be liable to any Lender for any action taken or not taken by it in connection with the Financing Documents, except that Administrative Agent shall be liable with respect to its specific duties set forth hereunder but only to the extent of its own gross negligence or willful misconduct in the discharge thereof as determined by a final non-appealable judgment of a court of competent jurisdiction. Neither Administrative Agent nor any of its directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify (Aa) BE LIABLE FOR ANY ACTION TAKEN OR OMITTED TO BE TAKEN BY ANY OF THEM UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (EXCEPT FOR ITS OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT IN CONNECTION WITH ITS DUTIES EXPRESSLY SET FORTH HEREIN)any statement, warranty or representation made in connection with any Financing Document or any borrowing hereunder; (b) be responsible the performance or observance of any of the covenants or agreements specified in any manner to Financing Document; (c) the satisfaction of any Lender or participant for any recital, statement, representation or warranty made by the Borrower or any Restricted Subsidiary or any officer thereof, contained herein or condition specified in any other Loan 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 or any other Loan Document, or ; (d) the validity, effectiveness, genuineness, enforceability sufficiency or sufficiency genuineness of this Agreement or any other Loan Financing Document, or for the creation, perfection or priority of any Liens Lien purported to be created by any of the Loan Documents, or the validity, genuineness, enforceability, existence, value or sufficiency of any collateral security, or to make any inquiry respecting the performance by the Borrower of its obligations hereunder or under any other Loan Document, or for any failure of the Borrower or any Restricted Subsidiary perfected thereby or any other party to instrument or writing furnished in connection therewith; (e) the existence or non-existence of any Loan Document to perform its obligations hereunder Default or thereunderEvent of Default; or (f) the financial condition of any Credit Party. No Related Party of the Administrative Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, statement, or other writing (which may be under a bank wire, telex, facsimile or electronic transmission or similar writing) believed by it to be genuine or to be signed by the proper party or parties. Administrative Agent shall not be liable for any obligation apportionment or distribution of payments made by it in good faith and if any such apportionment or distribution is subsequently determined to have been made in error the sole recourse of any Lender or Participant to ascertain or whom payment was due but not made, shall be to inquire as to the observance or performance of recover from other Lenders any payment in excess of the agreements contained in, or conditions of, this Agreement or amount to which they are determined to be entitled (and such other Lenders hereby agree to return to such Lender any other Loan Document, or to inspect the properties, books or records of the Borrower or any Restricted Subsidiary or any Affiliate thereofsuch erroneous payments received by them).

Liability of Administrative Agent. NO RELATED PARTY OF THE ADMINISTRATIVE AGENT SHALL (A) BE LIABLE FOR ANY ACTION TAKEN OR OMITTED TO BE TAKEN BY ANY OF THEM UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (EXCEPT FOR ITS OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT IN CONNECTION WITH ITS DUTIES EXPRESSLY SET FORTH HEREIN)Neither Administrative Agent nor any of its directors, officers, agents or (b) employees shall be responsible in any manner liable to any Lender or participant for any recitalaction taken or not taken by it in connection with the Financing Documents, except that Administrative Agent shall be liable with respect to its specific duties set forth hereunder, but only to the extent of its own gross negligence or willful misconduct in the discharge thereof as determined by a final non-appealable judgment of a court of competent jurisdiction. Neither Administrative Agent nor any of its directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify (i) any statement, warranty or representation or warranty made by the Borrower in connection with any Financing Document or any Restricted Subsidiary borrowing hereunder; (ii) the performance or observance of any officer thereof, contained herein of the covenants or agreements specified in any other Loan Financing Document, or ; (iii) the satisfaction of any condition specified 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 or any other Loan Financing Document, or ; (iv) the validity, effectiveness, genuineness, enforceability sufficiency or sufficiency genuineness of this Agreement or any other Loan Financing Document, or for the creation, perfection or priority of any Liens Lien purported to be created by any of the Loan Documents, or the validity, genuineness, enforceability, existence, value or sufficiency of any collateral security, or to make any inquiry respecting the performance by the Borrower of its obligations hereunder or under any other Loan Document, or for any failure of the Borrower or any Restricted Subsidiary perfected thereby or any other party to instrument or writing furnished in connection therewith; (v) the existence or non-existence of any Loan Document to perform its obligations hereunder Default or thereunderEvent of Default; or (vi) the financial condition of any Credit Party. No Related Party of the Administrative Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, statement, or other writing (which may be under a bank wire, telex, facsimile or electronic transmission or similar writing) believed by it to be genuine or to be signed by the proper party or parties. Administrative Agent shall not be liable for any obligation apportionment or distribution of payments made by it in good faith and if any such apportionment or distribution is subsequently determined to have been made in error the sole recourse of any Lender or Participant to ascertain or whom payment was due but not made, shall be to inquire as to the observance or performance of recover from other Lenders any payment in excess of the agreements contained in, or conditions of, this Agreement or amount to which they are determined to be entitled (and such other Lenders hereby agree to return to such Lender any other Loan Document, or to inspect the properties, books or records of the Borrower or any Restricted Subsidiary or any Affiliate thereofsuch erroneous payments received by them).

Liability of Administrative Agent. NO RELATED PARTY OF THE ADMINISTRATIVE AGENT SHALL No Agent-Related Person shall (Aa) BE LIABLE FOR ANY ACTION TAKEN OR OMITTED TO BE TAKEN BY ANY OF THEM UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY be liable for any action taken or omitted to be taken by any of them under or in connection with this Agreement or any other Loan Document or the transactions contemplated hereby (EXCEPT FOR ITS OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT IN CONNECTION WITH ITS DUTIES EXPRESSLY SET FORTH HEREINexcept for its own gross negligence or willful misconduct in connection with its duties expressly set forth herein), or (b) be responsible in any manner to any Lender or participant for any recital, statement, representation or warranty made by the Borrower or any Restricted Subsidiary Loan Party or any officer thereof, contained 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 or any other Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document, or for the creation, perfection or priority of any Liens purported to be created by any of the Loan Documents, or the validity, genuineness, enforceability, existence, value or sufficiency of any collateral security, or to make any inquiry respecting the performance by the Borrower of its obligations hereunder or under any other Loan Document, or for any failure of the Borrower or any Restricted Subsidiary Loan Party or any other party to any Loan Document to perform its obligations hereunder or thereunder. No Agent-Related Party of the Administrative Agent Person shall be under any obligation to any Lender or Participant participant to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of the Borrower or any Restricted Subsidiary Loan Party or any Affiliate thereof.

Liability of Administrative Agent. NO RELATED PARTY INDEMNIFIED ENTITY OF THE ADMINISTRATIVE AGENT SHALL (Aa) BE LIABLE TO ANY SECURED PARTY FOR ANY ACTION TAKEN OR OMITTED TO BE TAKEN BY ANY OF THEM UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT PAPER OR THE TRANSACTIONS CONTEMPLATED HEREBY (EXCEPT FOR ITS OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT IN CONNECTION WITH ITS DUTIES EXPRESSLY SET FORTH HEREIN), or (b) be responsible in any manner to any Lender Secured Party or participant for any recital, statement, representation or warranty made by the Borrower or any Restricted Subsidiary other Credit Party or any officer thereof, contained herein or in any other Loan DocumentPaper, 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 or any other Loan DocumentPaper, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan DocumentPaper, or for the creation, perfection or priority of any Liens purported to be created by any of the Loan DocumentsPapers, or the validity, genuineness, enforceability, existence, value or sufficiency of any collateral security, or to make any inquiry respecting the performance by the Borrower of its obligations hereunder or under any other Loan DocumentPaper, or for any failure of the Borrower or any Restricted Subsidiary other Credit Party or any other party to any Loan Document Credit Party to perform its obligations hereunder or thereunder. No Related Party Indemnified Entity of the Administrative Agent shall be under any obligation to any Lender Secured Party or Participant participant to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan DocumentPaper, or to inspect the properties, books or records of the Borrower or any Restricted Subsidiary other Credit Party or any Affiliate thereof.

Liability of Administrative Agent. NO RELATED PARTY OF THE ADMINISTRATIVE AGENT SHALL (A) BE LIABLE FOR ANY ACTION TAKEN OR OMITTED TO BE TAKEN BY ANY OF THEM UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (EXCEPT FOR ITS OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT IN CONNECTION WITH ITS DUTIES EXPRESSLY SET FORTH HEREIN)Neither Administrative Agent nor any of its directors, officers, agents or (b) employees shall be responsible in any manner liable to any Lender or participant for any recitalaction taken or not taken by it in connection with the Financing Documents, except that Administrative Agent shall be liable with respect to its specific duties set forth hereunder, but only to the extent of its own gross negligence or willful misconduct in the discharge thereof as determined by a final non-appealable judgment of a court of competent jurisdiction. Neither Administrative Agent nor any of its directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify (i) any statement, warranty or representation or warranty made by the Borrower in connection with any Financing Document or any Restricted Subsidiary borrowing hereunder, (ii) the performance or observance of any officer thereof, contained herein of the covenants or agreements specified in any other Loan Financing Document, or (iii) the satisfaction of any condition specified 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 or any other Loan Financing Document, or (iv) the validity, effectiveness, genuineness, enforceability sufficiency or sufficiency genuineness of this Agreement or any other Loan Financing Document, or for the creation, perfection or priority of any Liens Lien purported to be created by any of the Loan Documents, or the validity, genuineness, enforceability, existence, value or sufficiency of any collateral security, or to make any inquiry respecting the performance by the Borrower of its obligations hereunder or under any other Loan Document, or for any failure of the Borrower or any Restricted Subsidiary perfected thereby or any other party to instrument or writing furnished in connection therewith, (v) the existence or non-existence of any Loan Document to perform its obligations hereunder Default or thereunderEvent of Default; or (vi) the financial condition of any Credit Party. No Related Party of the Administrative Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, statement, or other writing (which may be under a bank wire, telex, facsimile or electronic transmission or similar writing) believed by it to be genuine or to be signed by the proper party or parties. Administrative Agent shall not be liable for any obligation apportionment or distribution of payments made by it in good faith and if any such apportionment or distribution is subsequently determined to have been made in error the sole recourse of any Lender or Participant to ascertain or whom payment was due but not made, shall be to inquire as to the observance or performance of recover from other Lenders any payment in excess of the agreements contained in, or conditions of, this Agreement or amount to which they are determined to be entitled (and such other Lenders hereby agree to return to such Lender any other Loan Document, or to inspect the properties, books or records of the Borrower or any Restricted Subsidiary or any Affiliate thereofsuch erroneous payments received by them).

Liability of Administrative Agent. NO NEITHER THE ADMINISTRATIVE AGENT NOR ANY RELATED PARTY OF THE ADMINISTRATIVE AGENT SHALL (A) BE LIABLE FOR ANY ACTION TAKEN OR OMITTED TO BE TAKEN BY ANY OF THEM UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (EXCEPT FOR ITS OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT IN CONNECTION WITH ITS DUTIES EXPRESSLY SET FORTH HEREINHEREIN AS DETERMINED BY A COURT OF COMPETENT JURISDICTION IN A FINAL AND NON-APPEALABLE JUDGMENT), or (b) be responsible in any manner to any Lender or participant for any recital, statement, representation or warranty made by the Borrower Parent or any Restricted Subsidiary or any officer thereof, contained 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 or such Related Party under or in connection with, this Agreement or any other Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document, or for the creation, perfection or priority of any Liens purported to be created by any of the Loan Documents, or the validity, genuineness, enforceability, existence, value or sufficiency of any collateral security, or to make any inquiry respecting the performance by the Borrower of its obligations hereunder or under any other Loan Document, or for any failure of the Borrower Parent or any Restricted Subsidiary or any other party to any Loan Document to perform its obligations hereunder or thereunder. No Related Party of Neither the Administrative Agent nor any Related Party thereof shall be under any obligation to any Lender or Participant to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of the Borrower Parent or any Restricted Subsidiary or any Affiliate thereof.

Liability of Administrative Agent. NO RELATED PARTY OF THE ADMINISTRATIVE AGENT SHALL Neither Administrative Agent nor any Related Party of Administrative Agent shall (Aa) BE LIABLE FOR ANY ACTION TAKEN OR OMITTED TO BE TAKEN BY ANY OF THEM UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY be liable for any action taken or omitted to be taken by any of them under or in connection with this Agreement or any other Loan Document or the transactions contemplated hereby or thereby (EXCEPT FOR ITS OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT IN CONNECTION WITH ITS DUTIES EXPRESSLY SET FORTH HEREINi) with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary), or as Administrative Agent shall believe in good faith shall be necessary or (ii) in the absence of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction by final and nonappealable judgment, or (b) be responsible in any manner to any Lender or participant for any recital, statement, representation or warranty made by the Borrower, Guarantor, any subsidiary or Affiliate of Borrower or Guarantor, or any Restricted Subsidiary other Person, or any officer thereof, contained 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 or any other Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document, or for the creation, perfection or priority of any Liens purported to be created by any of the Loan Documents, or the validity, genuineness, enforceability, existence, value or sufficiency of any collateral security, or to make any inquiry respecting the performance by the Borrower of its obligations hereunder or under any other Loan Document, or for any failure of the Borrower or any Restricted Subsidiary or any other party to any Loan Document to perform its obligations hereunder or thereunder. No Neither Administrative Agent nor any Related Party of the Administrative Agent shall be under any obligation to any Lender or Participant to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement participant or any other Loan Document, or Person to inspect the properties, books or records of the Borrower Borrower, Guarantor, any of their Related Parties or any Restricted Subsidiary other Person, or to ascertain or inquire into (u) any statement, warranty or representation made in or in connection with this Agreement or any Affiliate thereofother Loan Document, (v) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (w) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default, (x) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document, or the creation, perfection or priority of any Lien purported to be created by the Loan Documents, (y) the value or the sufficiency of any Collateral, or (z) the satisfaction of any condition set forth herein or therein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.

Liability of Administrative Agent. NO RELATED PARTY INDEMNIFIED ENTITY OF THE ADMINISTRATIVE AGENT SHALL (Aa) BE LIABLE FOR ANY ACTION TAKEN OR OMITTED TO BE TAKEN BY ANY OF THEM UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT PAPER OR THE TRANSACTIONS CONTEMPLATED HEREBY (EXCEPT FOR ITS OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT IN CONNECTION WITH ITS DUTIES EXPRESSLY SET FORTH HEREIN), or (b) be responsible in any manner to any Lender Bank or participant for any recital, statement, representation or warranty made by the Borrower or any Restricted Subsidiary other Credit Party or any officer thereof, contained herein or in any other Loan DocumentPaper, 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 or any other Loan DocumentPaper, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan DocumentPaper, or for the creation, perfection or priority of any Liens purported to be created by any of the Loan DocumentsPapers, or the validity, genuineness, enforceability, existence, value or sufficiency of any collateral security, or to make any inquiry respecting the performance by the Borrower of its obligations hereunder or under any other Loan DocumentPaper, or for any failure of the Borrower or any Restricted Subsidiary other Credit Party or any other party to any Loan Document Credit Party to perform its obligations hereunder or thereunder. No Related Party Indemnified Entity of the Administrative Agent shall be under any obligation to any Lender Bank or Participant participant to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan DocumentPaper, or to inspect the properties, books or records of the Borrower or any Restricted Subsidiary other Credit Party or any Affiliate thereof.

Liability of Administrative Agent. NO RELATED PARTY OF THE ADMINISTRATIVE AGENT SHALL No Agent-Related Person shall (Aa) BE LIABLE FOR ANY ACTION TAKEN OR OMITTED TO BE TAKEN BY ANY OF THEM UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY be liable for any action taken or omitted to be taken by any of them under or in connection with this Agreement or any other Loan Document or the transactions contemplated hereby (EXCEPT FOR ITS OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT IN CONNECTION WITH ITS DUTIES EXPRESSLY SET FORTH HEREINi) with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as such Agent-Related Person shall believe in good faith shall be necessary, under the circumstances as provided in Sections 10.01 and 8.01) or (ii) in the absence of its own gross negligence or willful misconduct in connection with its duties expressly set forth herein), or (b) be responsible in any manner to any Lender or participant for any recital, statement, representation or warranty made by the Borrower or any Restricted Subsidiary Loan Party or any officer thereof, contained 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 or any other Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document, or for the creation, perfection or priority of any Liens purported to be created by any of the Loan Documents, or the validity, genuineness, enforceability, existence, value or sufficiency of any collateral security, or to make any inquiry respecting the performance by the Borrower of its obligations hereunder or under any other Loan Document, or for any failure of the Borrower or any Restricted Subsidiary Loan Party or any other party to any Loan Document to perform its obligations hereunder or thereunder. No Agent-Related Party of the Administrative Agent Person shall be under any obligation to any Lender or Participant participant to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of the Borrower or any Restricted Subsidiary Loan Party or any Affiliate thereof. Neither the Administrative nor the Collateral Agent shall be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith of therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default or Event of Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document or (v) the satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent or the Collateral Agent, as applicable.

Liability of Administrative Agent. NO RELATED PARTY OF THE ADMINISTRATIVE AGENT SHALL Neither Administrative Agent nor any Related Party of Administrative Agent shall (Aa) BE LIABLE FOR ANY ACTION TAKEN OR OMITTED TO BE TAKEN BY ANY OF THEM UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY be liable for any action taken or omitted to be taken by any of them under or in connection with this Agreement or any other Loan Document or the transactions contemplated hereby or thereby (EXCEPT FOR ITS OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT IN CONNECTION WITH ITS DUTIES EXPRESSLY SET FORTH HEREINi) with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary), or as Administrative Agent shall believe in good faith shall be necessary or (ii) in the absence of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction by final and nonappealable judgment, or (b) be responsible in any manner to any Lender or participant for any recital, statement, representation or warranty made by the any Borrower, Guarantor, any subsidiary or Affiliate of any Borrower or Guarantor, or any Restricted Subsidiary other Person, or any officer thereof, contained 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 or any other Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document, or for the creation, perfection or priority of any Liens purported to be created by any of the Loan Documents, or the validity, genuineness, enforceability, existence, value or sufficiency of any collateral security, or to make any inquiry respecting the performance by the Borrower of its obligations hereunder or under any other Loan Document, or for any failure of the any Borrower or any Restricted Subsidiary or any other party to any Loan Document to perform its obligations hereunder or thereunder. No Neither Administrative Agent nor any Related Party of the Administrative Agent shall be under any obligation to any Lender or Participant to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement participant or any other Loan Document, or Person to inspect the properties, books or records of the Borrower any Borrower, Guarantor, any of their Related Parties or any Restricted Subsidiary other Person, or to ascertain or inquire into (u) any statement, warranty or representation made in or in connection with this Agreement or any Affiliate thereofother Loan Document, (v) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (w) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default, (x) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document, or the creation, perfection or priority of any Lien purported to be created by the Loan Documents, (y) the value or the sufficiency of any Collateral, or (z) the satisfaction of any condition set forth herein or therein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.

Liability of Administrative Agent. NO RELATED PARTY OF THE ADMINISTRATIVE AGENT SHALL (A) BE LIABLE FOR ANY ACTION TAKEN OR OMITTED TO BE TAKEN BY ANY OF THEM UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (EXCEPT FOR ITS OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT IN CONNECTION WITH ITS DUTIES EXPRESSLY SET FORTH HEREIN)The Administrative Agent shall exercise the same care to protect the interests of each Bank as it does to protect its own interests, so that so long as the Administrative Agent exercises such care it shall not be under any liability to any of the Banks, except for the Administrative Agent's gross negligence or (b) willful misconduct with respect to anything it may do or refrain from doing. Subject to the immediately preceding sentence, neither the Administrative Agent nor any of its directors, officers, administrative agents or employees shall be liable for any action taken or not taken by it in connection herewith in its capacity as Administrative Agent. Without limiting the generality of the foregoing, neither the Administrative Agent nor any of its directors, officers, administrative agents or employees shall be responsible in for or have any manner duty to ascertain, inquire into or verify: (i) any Lender or participant for any recital, statement, warranty or representation or warranty made by the Borrower or in connection with this Agreement, any Restricted Subsidiary or any officer thereof, contained herein or in any other Loan Document, or any borrowing hereunder; (ii) the performance or observance of any of the covenants or agreements of the Borrower; (iii) the satisfaction of any condition specified in any certificateSections 3.1 or 3.2, report, statement or other document referred except receipt of items required to or provided for in, or received by be delivered to the Administrative Agent under Agent; (iv) the validity, effectiveness, enforceability or in connection withgenuineness of this Agreement, this Agreement the Notes, any other Loan Document or any other Loan Documentdocument or instrument executed and delivered in connection with or as contemplated by this Agreement; (v) the existence, value, collectibility or adequacy of the Collateral or any part thereof or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document, or for the creation, perfection or relative priority of any Liens purported to be created by any the liens and security interests of the Loan DocumentsBanks (through the Administrative Agent) therein; or (vi) the filing, recording, refiling, continuing or the validity, genuineness, enforceability, existence, value or sufficiency re-recording of any collateral security, financing statement or other document or instrument evidencing or relating to make any inquiry respecting the performance by the Borrower of its obligations hereunder security interests or under any other Loan Document, or for any failure liens of the Borrower or any Restricted Subsidiary or any other party to any Loan Document to perform its obligations hereunder or thereunderBanks (through the Administrative Agent) in the Collateral. No Related Party of the The Administrative Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, statement or other writing (which may be under any obligation a bank wire, telecopy or similar writing) believed by it to any Lender or Participant to ascertain be genuine or to inquire as to be signed or sent by the observance proper party or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of the Borrower or any Restricted Subsidiary or any Affiliate thereofparties.

Liability of Administrative Agent. NO RELATED PARTY OF THE ADMINISTRATIVE AGENT SHALL (A) BE LIABLE FOR ANY ACTION TAKEN OR OMITTED TO BE TAKEN BY ANY OF THEM UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (EXCEPT FOR ITS OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT IN CONNECTION WITH ITS DUTIES EXPRESSLY SET FORTH HEREIN), or (b) be responsible in any manner to any Lender or participant for any recital, statement, representation or warranty made by the Borrower or any Restricted Subsidiary or any officer thereof, contained 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 Neither the Administrative Agent under nor any of its directors, officers, agents or employees shall be liable for any action taken or not taken by it in connection withherewith (i) with the consent or at the request of the Required Banks or (ii) in the absence of its own gross negligence or willful misconduct. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify (i) any statement, warranty or representation made in connection with this Agreement or any other Loan Documentborrowing hereunder; (ii) the performance or observance of any of the covenants or agreements of the Borrower; (iii) the satisfaction of any condition specified in Section 7, except receipt of items required to be delivered to the Administrative Agent; or (iv) the validity, effectiveness, genuineness, enforceability effectiveness or sufficiency genuineness of this Agreement Agreement, the Notes or any other Loan Documentinstrument or writing furnished in connection herewith; and the Administrative Agent makes no representation of any kind or character with respect to any such matter mentioned in this sentence. The Administrative Agent may execute any of its duties hereunder or under the Notes by or through employees, agents, and attorneys-in-fact and shall not be answerable to the Banks, the Borrower, or any other Person for the creation, perfection default or priority misconduct of any Liens purported such agents or attorneys-in- fact selected with reasonable care. The Administrative Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, request or statement, (whether written or oral) or other documents believed by it to be created genuine or to be signed by the proper party or parties and, in the case of legal matters, in relying on the advice of counsel (including counsel for the Borrower). In particular and without limiting any of the Loan Documentsforegoing, or the validity, genuineness, enforceability, existence, value or sufficiency of any collateral security, or to make any inquiry respecting the performance by the Borrower of its obligations hereunder or under any other Loan Document, or for any failure of the Borrower or any Restricted Subsidiary or any other party to any Loan Document to perform its obligations hereunder or thereunder. No Related Party of the Administrative Agent shall be under any obligation to any Lender or Participant to ascertain or to inquire as to have no responsibility for confirming the observance or performance accuracy of any compliance certificate or other document or instrument received by it hereunder or under the Notes. The Administrative Agent may treat the Banks that are named herein as the holders of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect Notes and the properties, books or records indebtedness contemplated herein unless and until the Administrative Agent receives notice of the Borrower or any Restricted Subsidiary or any Affiliate thereofassignment of the Note and the indebtedness held by a Bank hereunder pursuant to an assignment contemplated by Section 12.12 hereof.

Liability of Administrative Agent. NO RELATED PARTY INDEMNIFIED ENTITY OF THE ADMINISTRATIVE AGENT SHALL (A) BE LIABLE FOR ANY ACTION TAKEN OR OMITTED TO BE TAKEN BY ANY OF THEM UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT PAPER OR THE TRANSACTIONS CONTEMPLATED HEREBY (EXCEPT FOR ITS OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT IN CONNECTION WITH ITS DUTIES EXPRESSLY SET FORTH HEREIN), or (b) be responsible in any manner to any Lender Bank or participant for any recital, statement, representation or warranty made by the Borrower or any Restricted Subsidiary other Credit Party or any officer thereof, contained herein or in any other Loan DocumentPaper, 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 or any other Loan DocumentPaper, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan DocumentPaper, or for the creation, perfection or priority of any Liens purported to be created by any of the Loan DocumentsPapers, or the validity, genuineness, enforceability, existence, value or sufficiency of any collateral security, or to make any inquiry respecting the performance by the Borrower of its obligations hereunder or under any other Loan DocumentPaper, or for any failure of the Borrower or any Restricted Subsidiary other Credit Party or any other party to any Loan Document Credit Party to perform its obligations hereunder or thereunder. No Related Party Indemnified Entity of the Administrative Agent shall be under any obligation to any Lender Bank or Participant participant to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan DocumentPaper, or to inspect the properties, books or records of the Borrower or any Restricted Subsidiary other Credit Party or any Affiliate thereof.

Liability of Administrative Agent. NO AGENT-RELATED PARTY OF THE ADMINISTRATIVE AGENT PERSON SHALL (A) BE LIABLE FOR ANY ACTION TAKEN OR OMITTED TO BE TAKEN BY ANY OF THEM UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER LOAN CREDIT DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (EXCEPT FOR ITS OWN GROSS NEGLIGENCE NEGLIGENCE, BAD FAITH, OR WILLFUL MISCONDUCT IN CONNECTION WITH ITS DUTIES EXPRESSLY SET FORTH HEREIN), or (bB) be responsible in any manner to any Lender or participant for any recital, statement, representation or warranty made by the Borrower or any Restricted Subsidiary Guarantor or any officer thereof, contained herein or in any other Loan Credit 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 or any other Loan Credit Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Credit Document, or for the creation, perfection or priority of any Liens purported to be created by any of the Loan Credit Documents, or the validity, genuineness, enforceability, existence, value or sufficiency of any collateral security, or to make any inquiry respecting the performance by the Borrower of its obligations hereunder or under any other Loan Credit Document, or for any failure of the Borrower or any Restricted Subsidiary Guarantor or any other party to any Loan Credit Document to perform its obligations hereunder or thereunder. No Agent-Related Party of the Administrative Agent Person shall be under any obligation to any Lender or Participant participant to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Credit Document, or to inspect the properties, books or records of the Borrower or any Restricted Subsidiary Guarantor or any Affiliate thereof. No Agent-Related Person shall be responsible for or have any duty to ascertain or inquire into the utilization of any Issuing Bank’s Letter of Credit Commitment (it being understood and agreed that each Issuing Bank shall monitor compliance with its own Letter of Credit Commitment without any further action by the Administrative Agent).

Liability of Administrative Agent. NO RELATED PARTY OF THE ADMINISTRATIVE AGENT SHALL (A) BE LIABLE FOR ANY ACTION TAKEN OR OMITTED TO BE TAKEN BY ANY OF THEM UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (EXCEPT FOR ITS OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT IN CONNECTION WITH ITS DUTIES EXPRESSLY SET FORTH HEREIN), or (b) be responsible in any manner to any Lender or participant for any recital, statement, representation or warranty made by the Borrower or any Restricted Subsidiary or any officer thereof, contained 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 or any other Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document, or for the creation, perfection or priority of any Liens purported to be created by any of the Loan Documents, or the validity, genuineness, enforceability, existence, value or sufficiency of any collateral security, or to make any inquiry respecting the performance by the Borrower of its obligations hereunder or under any other Loan Document, or for any failure of the Borrower or any Restricted Subsidiary or any other party to any Loan Document to perform its obligations hereunder or thereunder. No Related Party of the Administrative Agent shall be under any obligation to any Lender or Participant to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of the Borrower or any Restricted Subsidiary or any Affiliate thereof.

Liability of Administrative Agent. NO RELATED PARTY OF THE ADMINISTRATIVE AGENT SHALL Neither the Administrative Agent nor any of its Affiliates nor any of their respective directors, officers, agents or employees shall be liable for any action taken or not taken by it in connection herewith (Ai) BE LIABLE FOR ANY ACTION TAKEN OR OMITTED TO BE TAKEN BY ANY OF THEM UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (EXCEPT FOR ITS OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT IN CONNECTION WITH ITS DUTIES EXPRESSLY SET FORTH HEREIN)with the consent or at the request of the Required Banks or, where required by the terms of this Agreement, all of the Banks, or (bii) in the absence of its own gross negligence or willful misconduct. Except as expressly set forth herein, the Administrative Agent shall not have any duty to disclose, and shall not be responsible liable for the failure to disclose, any information relating to the Borrower or any of its Subsidiaries that is communicated to or obtained by the bank serving as Administrative Agent or any of its Affiliates in any manner capacity. The Administrative Agent shall be deemed not to have knowledge of any Lender Default (other than a Default under Section 6.1(a) with respect to the payment of principal, interest, facility fees or participant for any recital, statement, representation or warranty made Letter of Credit Fees) unless and until written notice thereof is given to the Administrative Agent by the Borrower or any Restricted Subsidiary or any officer thereof, contained 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 a Bank. Neither the Administrative Agent under nor any of its directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify (i) any statement, warranty or representation made in connection with, with this Agreement or any other Loan Document, borrowing hereunder or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document, or for the creation, perfection or priority contents of any Liens purported to be created by any of the Loan Documents, report or the validity, genuineness, enforceability, existence, value or sufficiency of any collateral security, or to make any inquiry respecting certificate delivered hereunder; (ii) the performance by the Borrower of its obligations hereunder or under any other Loan Document, or for any failure of the Borrower or any Restricted Subsidiary or any other party to any Loan Document to perform its obligations hereunder or thereunder. No Related Party of the Administrative Agent shall be under any obligation to any Lender or Participant to ascertain or to inquire as to the observance or performance of any of the covenants or agreements contained inof the Borrower; (iii) the satisfaction of any condition specified in Article III, except receipt of items required to be delivered to the Administrative Agent; or conditions of(iv) the validity, effectiveness or genuineness of this Agreement Agreement, the other Loan Documents or any other Loan Documentinstrument or writing furnished in connection herewith. The Administrative Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, statement, or other writing (which may be sent by electronic means) believed by it in good faith to inspect be genuine or to be signed by the propertiesproper party or parties. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it in good faith to be made by the proper Person, books or records of the Borrower or and shall not incur any Restricted Subsidiary or any Affiliate thereofliability for relying thereon.

Liability of Administrative Agent. NO RELATED PARTY OF THE ADMINISTRATIVE AGENT SHALL No Agent-Related Person shall (Aa) BE LIABLE FOR ANY ACTION TAKEN OR OMITTED TO BE TAKEN BY ANY OF THEM UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY be liable for any action taken or omitted to be taken by any of them under or in connection with this Agreement or any other Loan Document or the transactions contemplated hereby (EXCEPT FOR ITS OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT IN CONNECTION WITH ITS DUTIES EXPRESSLY SET FORTH HEREINi) with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as such Agent-Related Person shall believe in good faith shall be necessary, under the circumstances as provided in Section 10.01 and Section 8.01), or (ii) in the absence of its own gross negligence or willful misconduct in connection with its duties expressly set forth herein or (b) be responsible in any manner to any Lender or participant for any recital, statement, representation or warranty made by the Borrower or any Restricted Subsidiary Company or any officer thereof, contained 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 or any other Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document, or for the creation, perfection or priority of any Liens purported to be created by any of the Loan Documents, or the validity, genuineness, enforceability, existence, value or sufficiency of any collateral security, or to make any inquiry respecting the performance by the Borrower of its obligations hereunder or under any other Loan Document, or for any failure of the Borrower or any Restricted Subsidiary Company or any other party to any Loan Document to perform its obligations hereunder or thereunder. No Agent-Related Party of the Administrative Agent Person shall be under any obligation to any Lender or Participant participant to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of the Borrower or any Restricted Subsidiary Loan Party or any Affiliate thereof. Neither the Administrative Agent nor the Collateral Agent shall be responsible for or have any duty to ascertain or inquire into (a) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (b) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith of therewith, (c) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default or Event of Default, (d) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document or (e) the satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent or the Collateral Agent, as applicable.

Liability of Administrative Agent. NO RELATED PARTY OF THE ADMINISTRATIVE AGENT SHALL No Agent-Related Person shall be liable for any action taken or omitted to be taken by any of them under or in connection with this Agreement or any other Loan Document or the transactions contemplated hereby, and each Loan Party and Secured Party hereby waives and agrees not to assert any right, claim or cause of action based thereon, except to the extent of liabilities resulting primarily from its own gross negligence or willful misconduct in connection with its duties expressly set forth herein, as finally determined in a non-appealable decision of a court of competent jurisdiction. Without limiting the foregoing, no Agent-Related Person shall be: (Ai) BE LIABLE FOR ANY ACTION TAKEN OR OMITTED TO BE TAKEN BY ANY OF THEM UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (EXCEPT FOR ITS OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT IN CONNECTION WITH ITS DUTIES EXPRESSLY SET FORTH HEREIN)responsible or have any obligation to any other Secured Party for the due execution, validity, genuineness, effectiveness, sufficiency, or (b) be responsible in any manner to any Lender enforceability of, or participant for any recital, statement, warranty or representation or warranty made by the Borrower or any Restricted Subsidiary or any officer thereofin, contained herein or in this Agreement, any other Loan DocumentDocument or any related agreement, document or order; (ii) required or have any obligation to ascertain, monitor or enforce or to make any inquiry concerning the performance or observance by any Loan Party and any Lender of any of the terms, conditions, covenants, 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, agreements of this Agreement or any of the other Loan DocumentDocuments (including, without limitation, any restrictions, limitations or qualifications related to any Disqualified Institution); (iii) responsible for or have any duty to ascertain or monitor or to inquire into whether a condition set forth in any Loan Document is satisfied, or waived, including any condition set forth in Article 4 hereof; (iv) responsible or have any obligation to any other Secured Party for the state or condition of any properties of the Loan Parties constituting Collateral for the Obligations or any information contained in the books or records of the Loan Parties; (v) responsible or have any obligation to any other Secured Party for the validity, effectivenessenforceability, genuinenesscollectability, enforceability effectiveness or sufficiency genuineness of this Agreement or any other Loan DocumentDocument or any other certificate, document or instrument furnished in connection therewith; (vi) liable with respect to or arising out of any assignment or participation of the Obligations, or for the creation, perfection or priority disclosure of any information, to any Secured Party or such Secured Party’s representatives, Approved Funds or Affiliates; or (vii) responsible or have any obligation to any other Secured Party to assure that the Collateral exists or is owned by the Loan Parties or is cared for, protected, or insured or has been encumbered, or that the Liens purported granted to the Administrative Agent therein have been properly or sufficiently or lawfully created, perfected (or continue to be created by perfected), protected, or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure, or fidelity, or to continue exercising, any of the rights, authorities, and powers granted or available to the Administrative Agent pursuant to any of the Loan Documents. In addition to and not in limitation of the foregoing, it is understood and agreed that in respect of the Collateral, or the validityany act, genuineness, enforceability, existence, value or sufficiency of any collateral securityomission, or to make event related thereto, the Administrative Agent may act in any inquiry respecting manner it may deem appropriate, in its sole discretion, given the performance by Administrative Agent’s own interest in the Borrower of Collateral in its obligations hereunder or under any other Loan Document, or for any failure capacity as one of the Borrower or any Restricted Subsidiary or any other party to any Loan Document to perform its obligations hereunder or thereunder. No Related Party of Secured Parties and that the Administrative Agent shall be under any obligation have no other duty or liability whatsoever to any Lender or Participant to ascertain or to inquire Secured Party as to the observance or performance of any of the agreements contained inforegoing, including, without limitation, the preparation, form or conditions offiling of any Uniform Commercial Code financing statement, this Agreement amendment or continuation or of any other Loan Documenttype of document related to the creation, perfection, continuation or priority of any Lien as to inspect the properties, books or records any property of the Borrower or any Restricted Subsidiary or any Affiliate thereofLoan Parties.

Liability of Administrative Agent. NO RELATED PARTY OF THE ADMINISTRATIVE AGENT SHALL No Agent-Related Person shall (Aa) BE LIABLE FOR ANY ACTION TAKEN OR OMITTED TO BE TAKEN BY ANY OF THEM UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY be liable for any action taken or omitted to be taken by any of them under or in connection with this Agreement or any other Loan Document or the transactions contemplated hereby (EXCEPT FOR ITS OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT IN CONNECTION WITH ITS DUTIES EXPRESSLY SET FORTH HEREINexcept for its own gross negligence or willful misconduct in connection with its duties expressly set forth herein as determined by a court of competent jurisdiction by a final and non-appealable judgment), or (b) be responsible in any manner to any Lender or participant for any recital, preliminary statement, statement, representation or warranty made by the Borrower or any Restricted Subsidiary or any Affiliate thereof or any officer thereof, contained 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 or any other Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document, or for the creation, perfection or priority of any Liens purported to be created by any of the Loan Documents, or the validity, genuineness, enforceability, existence, value or sufficiency of any collateral security, or to make any inquiry respecting the performance by the Borrower of its obligations hereunder or under any other Loan Document, or for any failure of the Borrower or any Restricted Subsidiary Loan Party or any other party to any Loan Document to perform its obligations hereunder or thereunder. No Agent-Related Party of the Administrative Agent Person shall be under any obligation to any Lender or Participant participant to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of the Borrower or any Restricted Subsidiary or any Affiliate thereof. The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of any Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.

Liability of Administrative Agent. NO RELATED PARTY OF THE ADMINISTRATIVE AGENT SHALL Neither the Administrative Agent nor any of its Affiliates nor any of their respective directors, officers, agents or employees shall be liable for any action taken or not taken by it in connection herewith (Ai) BE LIABLE FOR ANY ACTION TAKEN OR OMITTED TO BE TAKEN BY ANY OF THEM UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (EXCEPT FOR ITS OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT IN CONNECTION WITH ITS DUTIES EXPRESSLY SET FORTH HEREIN)with the consent or at the request of the Required Banks or, where required by the terms of this Agreement, all of the Banks, or (bii) in the absence of its own gross negligence or willful misconduct. Except as expressly set forth herein, the Administrative Agent shall not have any duty to disclose, and shall not be responsible liable for the failure to disclose, any information relating to the Borrower or any of its Subsidiaries that is communicated to or obtained by the bank serving as Administrative Agent or any of its Affiliates in any manner capacity. The Administrative Agent shall be deemed not to have knowledge of any Lender Default (other than a Default under Section 6.1(a) with respect to the payment of principal or participant for any recital, statement, representation or warranty made interest) unless and until written notice thereof is given to the Administrative Agent by the Borrower or any Restricted Subsidiary or any officer thereof, contained 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 a Bank. Neither the Administrative Agent under nor any of its directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify (i) any statement, warranty or representation made in connection with, with this Agreement or any other Loan Document, borrowing hereunder or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document, or for the creation, perfection or priority contents of any Liens purported to be created by any of the Loan Documents, report or the validity, genuineness, enforceability, existence, value or sufficiency of any collateral security, or to make any inquiry respecting certificate delivered hereunder; (ii) the performance by the Borrower of its obligations hereunder or under any other Loan Document, or for any failure of the Borrower or any Restricted Subsidiary or any other party to any Loan Document to perform its obligations hereunder or thereunder. No Related Party of the Administrative Agent shall be under any obligation to any Lender or Participant to ascertain or to inquire as to the observance or performance of any of the covenants or agreements contained inof the Borrower; (iii) the satisfaction of any condition specified in Article III, except receipt of items required to be delivered to the Administrative Agent; or conditions of(iv) the validity, effectiveness or genuineness of this Agreement Agreement, the other Loan Documents or any other Loan Documentinstrument or writing furnished in connection herewith. The Administrative Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, statement, or other writing (which may be sent by electronic means) believed by it in good faith to inspect be genuine or to be signed by the propertiesproper party or parties. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it in good faith to be made by the proper Person, books or records of the Borrower or and shall not incur any Restricted Subsidiary or any Affiliate thereofliability for relying thereon.

Liability of Administrative Agent. NO RELATED PARTY OF THE ADMINISTRATIVE AGENT SHALL None of Administrative Agent-Related Persons shall (Ai) BE LIABLE FOR ANY ACTION TAKEN OR OMITTED TO BE TAKEN BY ANY OF THEM UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY be liable for any action taken or omitted to be taken by any of them under or in connection with this Agreement or any other Loan Document or the transactions contemplated hereby (EXCEPT FOR ITS OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT IN CONNECTION WITH ITS DUTIES EXPRESSLY SET FORTH HEREINexcept for its own gross negligence or willful misconduct as determined in a final, nonappealable judgment by a court of competent jurisdiction), or (bii) be responsible in any manner to any Lender or participant for any recital, statement, representation or warranty made by the Borrower or any Restricted Subsidiary or Affiliate of Borrower, or any officer thereof, contained herein in this Agreement or in any other Loan Document or Spinoff Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Agreement or Agreement, any other Loan Document or any Spinoff Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or Agreement, any other Loan Document, Document or for the creation, perfection or priority of any Liens purported to be created by any of the Loan Documents, or the validity, genuineness, enforceability, existence, value or sufficiency of any collateral security, or to make any inquiry respecting the performance by the Borrower of its obligations hereunder or under any other Loan Spinoff Document, or for any failure of the Borrower or any Restricted Subsidiary or any other party to any Loan Document or Spinoff Document to perform its obligations hereunder or thereunder. No Administrative Agent-Related Party of the Administrative Agent Person shall be under any obligation to any Lender or Participant to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or Agreement, any other Loan Document or any Spinoff Document, or to inspect the properties, books or records of the Borrower or any Restricted Subsidiary of Borrower's Subsidiaries or any Affiliate thereofAffiliates.

Liability of Administrative Agent. NO RELATED PARTY OF THE ADMINISTRATIVE AGENT SHALL (A) BE LIABLE FOR ANY ACTION TAKEN OR OMITTED TO BE TAKEN BY ANY OF THEM UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (EXCEPT FOR ITS OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT IN CONNECTION WITH ITS DUTIES EXPRESSLY SET FORTH HEREIN)Neither the Administrative Agent nor any of its directors, officers, agents, employees or (b) Affiliates shall be responsible in any manner liable to any Lender or participant for any recitalaction taken or not taken by it in connection with the Loan Documents (i) with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, statementor as the Administrative Agent shall believe in good faith shall be necessary, representation under the circumstances as provided in Section 8.01 and Article VI or warranty made (ii) to the extent of its own gross negligence or willful misconduct in the discharge thereof (the absence of such gross negligence and willful misconduct to be presumed unless otherwise determined by a final non-appealable judgment of a court of competent jurisdiction). The Administrative Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof (stating that it is a “notice of default”) describing such Default is given to the Administrative Agent in writing by the Borrower or a Lender. Neither the Administrative Agent nor any Restricted Subsidiary of its directors, officers, agents, employees or Affiliates shall be responsible for or have any duty to ascertain, inquire into or verify (i) any statement, warranty or representation made in connection with any Loan Document or any officer thereofborrowing hereunder; (ii) the contents of any certificate, contained report or other document delivered hereunder or thereunder or in connection herewith or therewith; (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein; (iv) the satisfaction of any condition specified in any other Loan Document; (v) the validity, enforceability, effectiveness, sufficiency or genuineness of any 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 or any other Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document, or for the creation, perfection or priority of any Liens Lien purported to be created by any of the Loan Documents, or the validity, genuineness, enforceability, existence, value or sufficiency of any collateral security, or to make any inquiry respecting the performance by the Borrower of its obligations hereunder or under any other Loan Document, or for any failure of the Borrower or any Restricted Subsidiary perfected thereby or any other party to any Loan Document to perform its obligations hereunder agreement, instrument, document or thereunder. No Related Party of writing; (vi) the Administrative Agent shall be under any obligation to any Lender occurrence, existence or Participant to ascertain or to inquire as to the observance or performance non-existence of any Default or Event of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of the Borrower or any Restricted Subsidiary or any Affiliate thereof.Default; or

Liability of Administrative Agent. NO RELATED PARTY OF THE ADMINISTRATIVE AGENT SHALL No Agent-Related Person shall be liable for any action taken or omitted to be taken by any of them under or in connection with this Agreement or any other Loan Document or the transactions contemplated hereby, and each Loan Party and Secured Party hereby waives and agrees not to assert any right, claim or cause of action based thereon, except to the extent of liabilities resulting from its own gross negligence or willful misconduct in connection with its duties expressly set forth herein, as finally determined in a non-appealable decision of a court of competent jurisdiction. Without limiting the foregoing, no Agent-Related Person shall be: (Ai) BE LIABLE FOR ANY ACTION TAKEN OR OMITTED TO BE TAKEN BY ANY OF THEM UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (EXCEPT FOR ITS OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT IN CONNECTION WITH ITS DUTIES EXPRESSLY SET FORTH HEREIN)responsible or have any obligation to any other Secured Party for the due execution, validity, genuineness, effectiveness, sufficiency, or (b) be responsible in any manner to any Lender enforceability of, or participant for any recital, statement, warranty or representation or warranty made by the Borrower or any Restricted Subsidiary or any officer thereofin, contained herein or in this Agreement, any other Loan DocumentDocument or any related agreement, document or order; (ii) required or have any obligation to ascertain, monitor or enforce or to make any inquiry concerning the performance or observance by any Loan Party and any Lender of any of the terms, conditions, covenants, 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, agreements of this Agreement or any of the other Loan DocumentDocuments; (iii) responsible for or have any duty to ascertain or monitor or to inquire into whether a condition set forth in any Loan Document is satisfied, or waived, including any condition set forth in Article 4 hereof; (iv) responsible or have any obligation to any other Secured Party for the state or condition of any properties of the Loan Parties constituting Collateral for the Obligations or any information contained in the books or records of the Loan Parties; (v) responsible or have any obligation to any other Secured Party for the validity, effectivenessenforceability, genuinenesscollectability, enforceability effectiveness or sufficiency genuineness of this Agreement or any other Loan DocumentDocument or any other certificate, document or instrument furnished in connection therewith; (vi) liable with respect to or arising out of any assignment or participation of the Obligations, or for the creation, perfection or priority disclosure of any information, to any Secured Party or such Secured Party’s representatives, Approved Funds or Affiliates; or (vii) responsible or have any obligation to any other Secured Party to assure that the Collateral exists or is owned by the Loan Parties or is cared for, protected, or insured or has been encumbered, or that the Liens purported granted to the Administrative Agent therein have been properly or sufficiently or lawfully created, perfected (or continue to be created by perfected), protected, or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure, or fidelity, or to continue exercising, any of the rights, authorities, and powers granted or available to the Administrative Agent pursuant to any of the Loan Documents. In addition to and not in limitation of the foregoing, it is understood and agreed that in respect of the Collateral, or the validityany act, genuineness, enforceability, existence, value or sufficiency of any collateral securityomission, or to make event related thereto, the Administrative Agent may act in any inquiry respecting manner it may deem appropriate, in its sole discretion, given the performance by Administrative Agent’s own interest in the Borrower of Collateral in its obligations hereunder or under any other Loan Document, or for any failure capacity as one of the Borrower or any Restricted Subsidiary or any other party to any Loan Document to perform its obligations hereunder or thereunder. No Related Party of Secured Parties and that the Administrative Agent shall be under any obligation have no other duty or liability whatsoever to any Lender or Participant to ascertain or to inquire Secured Party as to the observance or performance of any of the agreements contained inforegoing, including, without limitation, the preparation, form or conditions offiling of any Uniform Commercial Code financing statement, this Agreement amendment or continuation or of any other Loan Documenttype of document related to the creation, perfection, continuation or priority of any Lien as to inspect the properties, books or records any property of the Borrower or any Restricted Subsidiary or any Affiliate thereofLoan Parties.

Liability of Administrative Agent. NO RELATED PARTY OF THE ADMINISTRATIVE AGENT SHALL None of the Administrative Agent, its affiliates and their respective directors, officers, agents and employees shall be liable for any action taken or not taken by it in connection herewith (Ai) BE LIABLE FOR ANY ACTION TAKEN OR OMITTED TO BE TAKEN BY ANY OF THEM UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY with the consent or at the request of the Required Lenders (EXCEPT FOR ITS OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT IN CONNECTION WITH ITS DUTIES EXPRESSLY SET FORTH HEREIN), or such different number of Lenders as any provision hereof expressly requires for such consent or request) or (bii) in the absence of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction by final and non-appealable judgment. The Administrative Agent shall be responsible deemed not to have knowledge of any Default unless and until notice describing such Default is given in any manner writing to any Lender or participant for any recital, statement, representation or warranty made the Administrative Agent by the Borrower or any Restricted Subsidiary or any officer thereof, contained 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 a Lender. None of the Administrative Agent under Agent, its affiliates and their respective directors, officers, agents and employees shall be responsible for or have any duty to ascertain, inquire into or verify (i) any statement, warranty or representation made in connection with, with this Agreement or any borrowing hereunder; (ii) the contents of any certificate, report or other Loan Documentdocument delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants or agreements of the Borrower; (iv) the satisfaction of any condition specified in Article 3, except receipt of items required to be delivered to the Administrative Agent; or (v) the validity, effectivenessenforceability, genuineness, enforceability effectiveness or sufficiency genuineness of this Agreement or any other Loan Documentinstrument or writing furnished in connection herewith. The Administrative Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, statement or for the creation, perfection other writing (which may be a facsimile or priority of any Liens purported similar writing) believed by it to be created by any of the Loan Documents, or the validity, genuineness, enforceability, existence, value or sufficiency of any collateral security, genuine or to make any inquiry respecting the performance be signed by the Borrower proper party or parties. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper party or parties, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan that by its obligations hereunder or under any other Loan Documentterms must be fulfilled to the satisfaction of a Lender, or for any failure of the Borrower or any Restricted Subsidiary or any other party Administrative Agent may presume that such condition is satisfactory to any Loan Document to perform its obligations hereunder or thereunder. No Related Party of such Lender unless the Administrative Agent shall be under any obligation to any Lender or Participant to ascertain or to inquire as have received notice to the observance contrary from such Lender prior to the making of such Loan. Without limiting the generality of the foregoing, the use of the term “agent” in this Agreement with reference to the Administrative Agent is not intended to connote any fiduciary or performance other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of the agreements contained in, market custom and is intended to create or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of the Borrower or any Restricted Subsidiary or any Affiliate thereofreflect only an administrative relationship between independent contracting parties.

Liability of Administrative Agent. NO AGENT-RELATED PARTY OF THE ADMINISTRATIVE AGENT PERSON SHALL (A) BE LIABLE FOR ANY ACTION TAKEN OR OMITTED TO BE TAKEN BY ANY OF THEM UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER LOAN CREDIT DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (EXCEPT FOR ITS OWN GROSS NEGLIGENCE NEGLIGENCE, BAD FAITH, OR WILLFUL MISCONDUCT IN CONNECTION WITH ITS DUTIES EXPRESSLY SET FORTH HEREIN), or (bB) be responsible in any manner to any Lender or participant for any recital, statement, representation or warranty made by the Borrower or any Restricted Subsidiary the Parent or any officer thereof, contained herein or in any other Loan Credit 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 or any other Loan Credit Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Credit Document, or for the creation, perfection or priority of any Liens purported to be created by any of the Loan Credit Documents, or the Xxxxx Energy Partners, L.P. 3rd Amended/Restated Credit Agreement validity, genuineness, enforceability, existence, value or sufficiency of any collateral security, or to make any inquiry respecting the performance by the Borrower of its obligations hereunder or under any other Loan Credit Document, or for any failure of the Borrower or any Restricted Subsidiary the Parent or any other party to any Loan Credit Document to perform its obligations hereunder or thereunder. No Agent-Related Party of the Administrative Agent Person shall be under any obligation to any Lender or Participant participant to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Credit Document, or to inspect the properties, books or records of the Borrower or any Restricted Subsidiary the Parent or any Affiliate thereof. No Agent-Related Person shall be responsible for or have any duty to ascertain or inquire into the utilization of any Issuing Bank’s Letter of Credit Commitment (it being understood and agreed that each Issuing Bank shall monitor compliance with its own Letter of Credit Commitment without any further action by the Administrative Agent).

Liability of Administrative Agent. NO RELATED PARTY OF THE ADMINISTRATIVE AGENT SHALL No Agent Related Person shall (Aa) BE LIABLE FOR ANY ACTION TAKEN OR OMITTED TO BE TAKEN BY ANY OF THEM UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY be liable for any action taken or omitted to be taken by any of them under or in connection with this Credit Agreement or any other Credit Document or the transactions contemplated hereby (EXCEPT FOR ITS OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT IN CONNECTION WITH ITS DUTIES EXPRESSLY SET FORTH HEREINexcept for its own gross negligence or willful misconduct in connection with its duties expressly set forth herein), or (b) be responsible in any manner to any Lender or participant for any recital, statement, representation or warranty made by the Borrower or any Restricted Subsidiary Credit Party or any officer thereof, contained herein or in any other Loan Credit 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 Credit Agreement or any other Loan Credit Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Credit Agreement or any other Loan Document, or for the creation, perfection or priority of any Liens purported to be created by any of the Loan Documents, or the validity, genuineness, enforceability, existence, value or sufficiency of any collateral security, or to make any inquiry respecting the performance by the Borrower of its obligations hereunder or under any other Loan Document, Credit Document or for any failure of the Borrower or any Restricted Subsidiary Credit Party or any other party to any Loan Credit Document to perform its obligations hereunder or thereunder. No Agent Related Party of the Administrative Agent Person shall be under any obligation to any Lender or Participant participant to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Credit Agreement or any other Loan Credit Document, or to inspect the properties, books or records of the Borrower or any Restricted Subsidiary Credit Party or any Affiliate thereof. No Agent Related Person shall be responsible or have any liability for, or have any duty to ascertain, inquire into, monitor or enforce, compliance with the provisions of this Credit Agreement relating to Disqualified Institutions or any Affiliate thereof. Without limiting the generality of the foregoing, the Administrative Agent shall not (x) be obligated to ascertain, monitor or inquire as to whether any Lender or prospective Lender is a Disqualified Institution or an Affiliate thereof or (y) have any liability with respect to or arising out of any assignment of Loans, or disclosure of confidential information, to any Disqualified Institution or an Affiliate thereof.

Liability of Administrative Agent. NO AGENT-RELATED PARTY OF THE ADMINISTRATIVE AGENT PERSON SHALL (A) BE LIABLE FOR ANY ACTION TAKEN OR OMITTED TO BE TAKEN BY ANY OF THEM UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER LOAN CREDIT DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (EXCEPT FOR ITS OWN GROSS NEGLIGENCE NEGLIGENCE, BAD FAITH, OR WILLFUL MISCONDUCT IN CONNECTION WITH ITS DUTIES EXPRESSLY SET FORTH HEREIN), or (b) be responsible in any manner to any Lender or participant for any recital, statement, representation or warranty made by the Borrower or any Restricted Subsidiary Guarantor or any officer thereof, contained herein or in any other Loan Credit 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 or any other Loan Credit Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Credit Document, or for the creation, perfection or priority of any Liens purported to be created by any of the Loan Credit Documents, or the validity, genuineness, enforceability, existence, value or sufficiency of any collateral security, or to make any inquiry respecting the performance by the Borrower of its obligations hereunder or under any other Loan Credit Document, or for any failure of the Borrower or any Restricted Subsidiary Guarantor or any other party to any Loan Credit Document to perform its obligations hereunder or thereunder. No Agent-Related Party of the Administrative Agent Person shall be under any obligation to any Lender or Participant participant to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Credit Document, or to inspect the properties, books or records of the Borrower or any Restricted Subsidiary Guarantor or any Affiliate thereof.. No Agent-Related Person shall be responsible for or have any duty to ascertain or inquire into the utilization of any Issuing Bank’s Letter of Credit Commitment (it being understood and agreed that each Issuing Bank shall monitor compliance with its own Letter of Credit Commitment without any further action by the Administrative Agent). 91 Xxxxx Energy Partners, L.P. 3rd Amended/Restated Credit Agreement

Liability of Administrative Agent. NO RELATED PARTY OF THE ADMINISTRATIVE AGENT SHALL None of Agent-Related Persons shall (Ai) BE LIABLE FOR ANY ACTION TAKEN OR OMITTED TO BE TAKEN BY ANY OF THEM UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY be liable for any action taken or omitted to be taken by any of them in connection with this Agreement or any other Loan Document or the transactions contemplated hereby (EXCEPT FOR ITS OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT IN CONNECTION WITH ITS DUTIES EXPRESSLY SET FORTH HEREINexcept for such Person's own gross negligence or willful misconduct), or (bii) be responsible in any manner to any Lender or participant of the Lenders for any recital, statement, representation or warranty made by the Borrower, Guarantor, any Permitted Affiliate or any affiliate of Borrower or any Restricted Subsidiary or any officer thereof, Guarantor contained herein 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, with this Agreement or any other Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document, or for the creation, perfection or priority of any Liens purported to be created by any of the Loan Documents, or the validity, genuineness, enforceability, existence, value or sufficiency of any collateral security, or to make any inquiry respecting the performance by the Borrower of its obligations hereunder or under any other Loan Document, or for any failure of the Borrower Borrower, Guarantor or any Restricted Subsidiary or any other party to any Loan Document Permitted Affiliate to perform its obligations hereunder or thereunderunder any Loan Document. No Except as expressly provided in this Agreement, no Agent-Related Party of the Administrative Agent Person shall be under any obligation to any Lender or Participant to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of the Borrower Borrower, Guarantor or any Restricted Subsidiary Permitted Affiliate or any of their subsidiaries or affiliates. Co-Agents. None of the Lenders identified on the face page or the signature pages of this Agreement as a "Co-Agent" shall have any right, power, obligation, liability, responsibility or duty under this Agreement or the other Loan Documents other than those applicable to all Lenders as such. Credit Decision. Each Lender acknowledges that none of Agent-Related Persons has made any representation or warranty to it, and that no act by Administrative Agent hereinafter taken, including any review of the affairs of Borrower, Guarantor or any Permitted Affiliate, shall be deemed a representation or warranty by any Agent-Related Person to any Lender. Each Lender represents to Administrative Agent that, independently and without reliance upon any Agent-Related Person, and based on such documents and information as it has deemed appropriate, such Lender has made, and will continue to make, its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of Borrower, Guarantor and each Permitted Affiliate, the value of and title to any and all Unencumbered Asset Pool Properties, and all applicable financial and regulatory laws relating to the transactions contemplated hereby, and made and will continue to make its own decision to enter into this Agreement and to extend credit to Borrower, and that it will continue to make its own credit analysis and decisions in taking or not taking action under this Agreement and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of Borrower, Guarantor and each Permitted Affiliate. Except for notices, reports and other documents that Administrative Agent is expressly required to furnish to Lenders, Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning Borrower, Guarantor, any Permitted Affiliate thereofor any Unencumbered Asset Pool Property that may come into the possession of any Agent-Related Person.

Liability of Administrative Agent. NO RELATED PARTY OF THE ADMINISTRATIVE AGENT SHALL Neither Administrative Agent nor any Related Party of Administrative Agent shall (Aa) BE LIABLE FOR ANY ACTION TAKEN OR OMITTED TO BE TAKEN BY ANY OF THEM UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY be liable for any action taken or omitted to be taken by any of them under or in connection with this Agreement or any other Loan Document or the transactions contemplated hereby or thereby (EXCEPT FOR ITS OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT IN CONNECTION WITH ITS DUTIES EXPRESSLY SET FORTH HEREINi) with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary), or as Administrative Agent shall believe in good faith shall be necessary or (ii) in the absence of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction by final and non-appealable judgment, or (b) be responsible in any manner to any Lender or participant for any recital, statement, representation or warranty made by the Borrower, Guarantor, any subsidiary or Affiliate of Borrower or Guarantor, or any Restricted Subsidiary other Person, or any officer thereof, contained 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 or any other Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document, or for the creation, perfection or priority of any Liens purported to be created by any of the Loan Documents, or the validity, genuineness, enforceability, existence, value or sufficiency of any collateral security, or to make any inquiry respecting the performance by the Borrower of its obligations hereunder or under any other Loan Document, or for any failure of the Borrower or any Restricted Subsidiary or any other party to any Loan Document to perform its obligations hereunder or thereunder. No Neither Administrative Agent nor any Related Party of the Administrative Agent shall be under any obligation to any Lender or Participant to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement participant or any other Loan Document, or Person to inspect the properties, books or records of the Borrower Borrower, Guarantor, any of their Related Parties or any Restricted Subsidiary other Person, or to ascertain or inquire into (u) any statement, warranty or representation made in or in connection with this Agreement or any Affiliate thereofother Loan Document, (v) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (w) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default, (x) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document, or the creation, perfection or priority of any Lien purported to be created by the Loan Documents, (y) the value or the sufficiency of any Collateral, or (z) the satisfaction of any condition set forth herein or therein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.

Liability of Administrative Agent. NO RELATED PARTY OF THE ADMINISTRATIVE AGENT SHALL No Agent-Related Person shall (Aa) BE LIABLE FOR ANY ACTION TAKEN OR OMITTED TO BE TAKEN BY ANY OF THEM UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY be liable for any action taken or omitted to be taken by any of them under or in connection with this Agreement or any other Loan Document or the transactions contemplated hereby (EXCEPT FOR ITS OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT IN CONNECTION WITH ITS DUTIES EXPRESSLY SET FORTH HEREINi) with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as such Agent-Related Person shall believe in good faith shall be necessary, under the circumstances as provided in Section 10.01 and Section 8.01), or (ii) in the absence of its own gross negligence or willful misconduct in connection with its duties expressly set forth herein or (b) be responsible in any manner to any Lender or participant for any recital, statement, representation or warranty made by the Borrower or any Restricted Subsidiary Company or any officer thereof, contained 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 or any other Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document, or for the creation, perfection or priority of any Liens purported to be created by any of the Loan Documents, or the validity, genuineness, enforceability, existence, value or sufficiency of any collateral security, or to make any inquiry respecting the performance by the Borrower of its obligations hereunder or under any other Loan Document, or for any failure of the Borrower or any Restricted Subsidiary Company or any other party to any Loan Document to perform its obligations hereunder or thereunder. No Agent-Related Party of the Administrative Agent Person shall be under any obligation to any Lender or Participant participant to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of the Borrower or any Restricted Subsidiary or any Affiliate thereof.or

Liability of Administrative Agent. NO RELATED PARTY OF THE ADMINISTRATIVE AGENT SHALL None of the Administrative Agent-Related Persons shall (Ai) BE LIABLE FOR ANY ACTION TAKEN OR OMITTED TO BE TAKEN BY ANY OF THEM UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY be liable for any action taken or omitted to be taken by any of them under or in connection with this Agreement or any other Loan Document or the transactions contemplated hereby (EXCEPT FOR ITS OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT IN CONNECTION WITH ITS DUTIES EXPRESSLY SET FORTH HEREINexcept for its own gross negligence or willful misconduct in connection with its duties expressly set forth herein), or (bii) be responsible in any manner to any Lender or participant for any recital, statement, representation or warranty made by the Borrower any Loan Party or any Restricted Subsidiary or Affiliate of any Loan Party, or any officer thereof, contained herein in this 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 or any other Loan Document, or the validity, effectiveness, genuineness, enforceability or Mattel Asia Pacific Sourcing Limited Credit Agreement sufficiency of this Agreement or any other Loan Document, or for the creation, perfection or priority of any Liens purported to be created by any of the Loan Documents, or the validity, genuineness, enforceability, existence, value or sufficiency of any collateral security, or to make any inquiry respecting the performance by the Borrower of its obligations hereunder or under any other Loan Document, or for any failure of the Borrower or any Restricted Subsidiary Loan Party or any other party to any Loan Document to perform its obligations hereunder or thereunder. No Administrative Agent-Related Party of the Administrative Agent Person shall be under responsible for or have any obligation to any Lender or Participant duty to ascertain or to inquire as to the observance into (i) any statement, warranty or performance of any of the agreements contained in, representation made in or conditions of, in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or to inspect other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the properties, books performance or records observance of any of the Borrower covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any Restricted Subsidiary other agreement, instrument or document or (v) the satisfaction of any Affiliate thereofcondition set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.

Liability of Administrative Agent. NO RELATED PARTY OF THE NEITHER ADMINISTRATIVE AGENT NOR ANY OF ITS DIRECTORS, OFFICERS, AGENTS, OR EMPLOYEES SHALL (A) BE LIABLE FOR ANY ACTION TAKEN OR OMITTED TO BE NOT TAKEN BY ANY OF THEM UNDER OR IT IN CONNECTION HEREWITH (A) WITH THIS AGREEMENT THE CONSENT OR ANY OTHER LOAN DOCUMENT AT THE REQUEST OF THE REQUIRED BANKS OR (B) IN THE TRANSACTIONS CONTEMPLATED HEREBY (EXCEPT FOR ABSENCE OF ITS OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT IN CONNECTION WITH ITS DUTIES EXPRESSLY SET FORTH HEREIN)MISCONDUCT, IT BEING THE INTENTION OF BANKS THAT SUCH PARTIES SHALL NOT BE LIABLE FOR THE CONSEQUENCES OF THEIR OWN NEGLIGENCE. Neither Administrative Agent nor any of its directors, officers, agents or (b) employees shall be responsible in for or have any manner duty to ascertain, inquire into or verify (a) any Lender or participant for any recital, statement, warranty or representation or warranty made by the Borrower or any Restricted Subsidiary or any officer thereof, contained 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, with this Agreement or any other Loan DocumentBorrowing hereunder, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document, or for the creation, perfection or priority of any Liens purported to be created by any of the Loan Documents, or the validity, genuineness, enforceability, existence, value or sufficiency of any collateral security, or to make any inquiry respecting (b) the performance by the Borrower of its obligations hereunder or under any other Loan Document, or for any failure of the Borrower or any Restricted Subsidiary or any other party to any Loan Document to perform its obligations hereunder or thereunder. No Related Party of the Administrative Agent shall be under any obligation to any Lender or Participant to ascertain or to inquire as to the observance or performance of any of the covenants or agreements contained inof Borrower, (c) the satisfaction of any condition specified in Article VI, except receipt of items required to be delivered to Administrative Agent, or conditions of(d) the validity, effectiveness or genuineness of this Agreement Agreement, the Notes or any other Loan Documentinstrument or writing furnished in connection herewith. Administrative Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, statement, or other writing (which may be a bank wire, telex or similar writing) believed by it to inspect be genuine or to be signed by the propertiesproper party or parties or upon any oral notice which Administrative Agent believes will be confirmed in writing by the proper party or parties. If Administrative Agent fails to take any action required to be taken by it under the Loan Papers after a default and within a reasonable time after being requested to do so by any Bank (after such requesting Bank has obtained the approval of such other Banks as required), books Administrative Agent shall not suffer or records of the Borrower or incur any Restricted Subsidiary or any Affiliate liability as a result thereof, but such requesting Bank may request Administrative Agent to resign, whereupon Administrative Agent shall so resign pursuant to Section 12.9.

Liability of Administrative Agent. NO RELATED PARTY OF THE ADMINISTRATIVE AGENT SHALL No Agent-Related Person shall be liable for any action taken or omitted to be taken by any of them under or in connection with this Agreement or any other Loan Document or the transactions contemplated hereby, and each Loan Party and Secured Party hereby waives and agrees not to assert any right, claim or cause of action based thereon, except to the extent of liabilities resulting from its own gross negligence or willful misconduct in connection with its duties expressly set forth herein, as fmally determined in a non-appealable decision of a court of competent jurisdiction. Without limiting the foregoing, no Agent-Related Person shall be: (Ai) BE LIABLE FOR ANY ACTION TAKEN OR OMITTED TO BE TAKEN BY ANY OF THEM UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (EXCEPT FOR ITS OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT IN CONNECTION WITH ITS DUTIES EXPRESSLY SET FORTH HEREIN)responsible or have any obligation to any other Secured Party for the due execution, validity, genuineness, effectiveness, sufficiency, or (b) be responsible in any manner to any Lender enforceability of, or participant for any recital, statement, warranty or representation or warranty made by the Borrower or any Restricted Subsidiary or any officer thereofin, contained herein or in this Agreement, any other Loan DocumentDocument or any related agreement, document or order; (ii) required or have any obligation to ascertain, monitor or enforce or to make any inquiry concerning the performance or observance by any Loan Party and any Lender of any of the terms, conditions, covenants, 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, agreements of this Agreement or any of the other Loan DocumentDocuments; (iii) responsible for or have any duty to ascertain or monitor or to inquire into whether a condition set forth in any Loan Document is satisfied, or waived, including any condition set forth in Article 4 hereof; (iv) responsible or have any obligation to any other Secured Party for the state or condition of any properties of the Loan Parties constituting Collateral for the Obligations or any information contained in the books or records of the Loan Parties; (v) responsible or have any obligation to any other Secured Party for the validity, effectivenessenforceability, genuinenesscollectability, enforceability effectiveness or sufficiency genuineness of this Agreement or any other Loan DocumentDocument or any other certificate, document or instrument furnished in connection therewith; (vi) liable with respect to or arising out of any assignment or participation of the Obligations, or for the creation, perfection or priority disclosure of any information, to any Secured Party or such Secured Party’s representatives, Approved Funds or Affiliates; or (vii) responsible or have any obligation to any other Secured Party to assure that the Collateral exists or is owned by the Loan Parties or is cared for, protected, or insured or has been encumbered, or that the Liens purported granted to the Mesa Credit and Guaranty Agreement —Page 106 Administrative Agent therein have been properly or sufficiently or lawfully created, perfected (or continue to be created by perfected), protected, or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure, or fidelity, or to continue exercising, any of the rights, authorities, and powers granted or available to the Administrative Agent pursuant to any of the Loan Documents. In addition to and not in limitation of the foregoing, it is understood and agreed that in respect of the Collateral, or the validityany act, genuineness, enforceability, existence, value or sufficiency of any collateral securityomission, or to make event related thereto, the Administrative Agent may act in any inquiry respecting manner it may deem appropriate, in its sole discretion, given the performance by Administrative Agent’s own interest in the Borrower of Collateral in its obligations hereunder or under any other Loan Document, or for any failure capacity as one of the Borrower or any Restricted Subsidiary or any other party to any Loan Document to perform its obligations hereunder or thereunder. No Related Party of Secured Parties and that the Administrative Agent shall be under any obligation have no other duty or liability whatsoever to any Lender or Participant to ascertain or to inquire Secured Party as to the observance or performance of any of the agreements contained inforegoing, including, without limitation, the preparation, form or conditions offiling of any Uniform Commercial Code financing statement, this Agreement amendment or continuation or of any other Loan Documenttype of document related to the creation, perfection, continuation or priority of any Lien as to inspect the properties, books or records any property of the Borrower or any Restricted Subsidiary or any Affiliate thereofLoan Parties.

Liability of Administrative Agent. NO AGENT-RELATED PARTY OF THE ADMINISTRATIVE AGENT PERSON SHALL (A) BE LIABLE FOR ANY ACTION TAKEN OR OMITTED TO BE TAKEN BY ANY OF THEM UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (EXCEPT FOR ITS OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT IN CONNECTION WITH ITS DUTIES EXPRESSLY SET FORTH HEREIN), or (b) be responsible in any manner to any Lender or participant Participant for any recital, statement, representation or warranty made by the Borrower or any Restricted Subsidiary Loan Party or any officer thereof, contained 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 or any other Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document, or for the creation, perfection or priority of any Liens purported to be created by any of the Loan Documents, or the validity, genuineness, enforceability, existence, value or sufficiency of any collateral security, or to make any inquiry respecting the performance by the Borrower of its obligations hereunder or under any other Loan Document, or for any failure of the Borrower or any Restricted Subsidiary Loan Party or any other party to any Loan Document to perform its obligations hereunder or thereunder. No Agent-Related Party of the Administrative Agent Person shall be under any obligation to any Lender or Participant to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of the Borrower or any Restricted Subsidiary Loan Party or any Affiliate thereof.

Liability of Administrative Agent. NO RELATED PARTY OF THE ADMINISTRATIVE AGENT SHALL Neither Administrative Agent nor any Related Party of Administrative Agent shall (Aa) BE LIABLE FOR ANY ACTION TAKEN OR OMITTED TO BE TAKEN BY ANY OF THEM UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY be liable for any action taken or omitted to be taken by any of them under or in connection with this Agreement or any other Loan Document or the transactions contemplated hereby or thereby (EXCEPT FOR ITS OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT IN CONNECTION WITH ITS DUTIES EXPRESSLY SET FORTH HEREINi) with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary), or as Administrative Agent shall believe in good faith shall be necessary or (ii) in the absence of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction by final and nonappealable judgment, or (b) be responsible in any manner to any Lender or participant for any recital, statement, representation or warranty made by the Borrower, Guarantor, any subsidiary or Affiliate of Borrower or Guarantor, or any Restricted Subsidiary other Person, or any officer thereof, contained 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 or any other Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document, or for the creation, perfection or priority of any Liens purported to be created by any of the Loan Documents, or the validity, genuineness, enforceability, existence, value or sufficiency of any collateral security, or to make any inquiry respecting the performance by the Borrower of its obligations hereunder or under any other Loan Document, or for any failure of the Borrower or any Restricted Subsidiary or any other party to any Loan Document to perform its obligations hereunder or thereunder. No Neither Administrative Agent nor any Related Party of the Administrative Agent shall be under any obligation to any Lender or Participant to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement participant or any other Loan Document, or Person to inspect the properties, books or records of the Borrower Borrower, Guarantor, any of their Related Parties or any Restricted Subsidiary other Person, or to ascertain or inquire into (u) any statement, warranty or representation made in or in connection with this Agreement or any Affiliate thereof.other Loan Document, (v) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (w) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default, (x) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document, or the creation, perfection or priority of any Lien purported to be created by the Loan Documents, (y) the value or the sufficiency of any Collateral, or (z) the satisfaction of any condition set forth herein or therein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent. 8.4

Liability of Administrative Agent. NO AGENT-RELATED PARTY OF THE ADMINISTRATIVE AGENT PERSON SHALL (A) BE LIABLE FOR ANY ACTION TAKEN OR OMITTED TO BE TAKEN BY ANY OF THEM UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER LOAN CREDIT DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (EXCEPT FOR ITS OWN GROSS NEGLIGENCE NEGLIGENCE, BAD FAITH, OR WILLFUL MISCONDUCT IN CONNECTION WITH ITS DUTIES EXPRESSLY SET FORTH HEREIN), or (b) be responsible in any manner to any Lender or participant for any recital, statement, representation or warranty made by the Borrower or any Restricted Subsidiary Guarantor or any officer thereof, contained herein or in any other Loan Credit 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 or any other Loan Credit Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Credit Document, or for the creation, perfection or priority of any Liens purported to be created by any of the Loan Credit Documents, or the validity, genuineness, enforceability, existence, value or sufficiency of any collateral security, or to make any inquiry respecting the performance by the Borrower of its obligations hereunder or under any other Loan Credit Document, or for any failure of the Borrower or any Restricted Subsidiary Guarantor or any other party to any Loan Credit Document to perform its obligations hereunder or thereunder. No Agent-Related Party of the Administrative Agent Person shall be under any obligation to any Lender or Participant participant to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Credit Document, or to inspect the properties, books or records of the Borrower or any Restricted Subsidiary Guarantor or any Affiliate thereof.

Liability of Administrative Agent. NO RELATED PARTY OF THE ADMINISTRATIVE AGENT SHALL None of the Administrative Agent, its affiliates and their respective directors, officers, agents and employees shall be liable for any action taken or not taken by it in connection herewith (Ai) BE LIABLE FOR ANY ACTION TAKEN OR OMITTED TO BE TAKEN BY ANY OF THEM UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY with the consent or at the request of the Required Lenders (EXCEPT FOR ITS OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT IN CONNECTION WITH ITS DUTIES EXPRESSLY SET FORTH HEREIN), or such different number of Lenders as any provision hereof expressly requires for such consent or request) or (bii) in the absence of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction by final and non-appealable judgment. The Administrative Agent shall be responsible deemed not to have knowledge of any Default unless and until notice describing such Default is given in any manner writing to any Lender or participant for any recital, statement, representation or warranty made the Administrative Agent by the Borrower or a Lender. None of the Administrative Agent, its affiliates and their respective directors, officers, agents and employees shall be responsible for or have any Restricted Subsidiary duty to ascertain, inquire into or verify (i) any officer thereofstatement, contained herein warranty or representation made in any other Loan Document, connection with this Agreement or in the borrowing hereunder; (ii) the contents of any certificate, report, statement report or other document referred to delivered hereunder or provided for in, or received by the Administrative Agent under thereunder or in connection withherewith or therewith, this Agreement (iii) the performance or observance of any other Loan Documentof the covenants or agreements of the Borrower; (iv) the satisfaction of any condition specified in Article 3, except receipt of items required to be delivered to the Administrative Agent; or (v) the validity, effectivenessenforceability, genuineness, enforceability effectiveness or sufficiency genuineness of this Agreement or any other Loan Documentinstrument or writing furnished in connection herewith. The Administrative Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, statement or for the creation, perfection other writing (which may be a facsimile or priority of any Liens purported similar writing) believed by it to be created by any of the Loan Documents, or the validity, genuineness, enforceability, existence, value or sufficiency of any collateral security, genuine or to make any inquiry respecting the performance be signed by the Borrower proper party or parties. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper party or parties, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan that by its obligations hereunder or under any other Loan Documentterms must be fulfilled to the satisfaction of a Lender, or for any failure of the Borrower or any Restricted Subsidiary or any other party Administrative Agent may presume that such condition is satisfactory to any Loan Document to perform its obligations hereunder or thereunder. No Related Party of such Lender unless the Administrative Agent shall be under any obligation to any Lender or Participant to ascertain or to inquire as have received notice to the observance contrary from such Lender prior to the making of such Loan. Without limiting the generality of the foregoing, the use of the term “agent” in this Agreement with reference to the Administrative Agent is not intended to connote any fiduciary or performance other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of the agreements contained in, market custom and is intended to create or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of the Borrower or any Restricted Subsidiary or any Affiliate thereofreflect only an administrative relationship between independent contracting parties.

Liability of Administrative Agent. NO RELATED PARTY OF THE ADMINISTRATIVE AGENT SHALL (A) BE LIABLE FOR ANY ACTION TAKEN OR OMITTED TO BE TAKEN BY ANY OF THEM UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (EXCEPT FOR ITS OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT IN CONNECTION WITH ITS DUTIES EXPRESSLY SET FORTH HEREIN), or (b) be responsible in any manner to any Lender or participant for any recital, statement, representation or warranty made by the Borrower or any Restricted Subsidiary or any officer thereof, contained 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 Neither the Administrative Agent under nor any of its directors, officers, agents, or employees shall be liable for any action taken or not taken by it in connection withherewith (i) with the consent or at the request of the Required Lenders (or such different number of Lenders as any provision hereof expressly requires for such consent or request) or (ii) in the absence of its own gross negligence or willful misconduct. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify (i) any statement, warranty or representation made in connection with this Agreement or any other Loan Documentborrowing hereunder; (ii) the performance or observance of any of the covenants or agreements of the Borrower or the Guarantor; (iii) the satisfaction of any condition specified in Article 3, except receipt of items required to be delivered to the Administrative Agent; or (iv) the validity, effectiveness, genuineness, enforceability effectiveness or sufficiency genuineness of this Agreement or any other Loan Documentinstrument or writing furnished in connection herewith. The Administrative Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, statement, or for the creationother writing (which may be a bank wire, perfection telex or priority of any Liens purported similar writing) believed by it to be created by any of the Loan Documents, or the validity, genuineness, enforceability, existence, value or sufficiency of any collateral security, genuine or to make any inquiry respecting the performance be signed by the Borrower of its obligations hereunder proper party or under any other Loan Document, or for any failure of the Borrower or any Restricted Subsidiary or any other party to any Loan Document to perform its obligations hereunder or thereunderparties. No Related Party of Nothing in this Agreement shall oblige the Administrative Agent shall be under to carry out any obligation “know your customer” or other checks in relation to any person on behalf of any Lender or Participant to ascertain or to inquire as and each Lender confirms to the observance Administrative Agent that it is solely responsible for any such checks it is required to carry out and that it may not rely on any statement in relation to such checks made by the Administrative Agent. Without limiting the generality of the foregoing, the use of the term “agent” in this Agreement with reference to the Administrative Agent is not intended to connote any fiduciary or performance other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of the agreements contained in, market custom and is intended to create or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of the Borrower or any Restricted Subsidiary or any Affiliate thereofreflect only an administrative relationship between independent contracting parties.

Liability of Administrative Agent. NO RELATED PARTY OF THE ADMINISTRATIVE AGENT SHALL (A) BE LIABLE FOR ANY ACTION TAKEN OR OMITTED TO BE TAKEN BY ANY OF THEM UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (EXCEPT FOR ITS OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT IN CONNECTION WITH ITS DUTIES EXPRESSLY SET FORTH HEREIN), or (b) be responsible in any manner to any Lender or participant for any recital, statement, representation or warranty made by the Borrower or any Restricted Subsidiary or any officer thereof, contained 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 Neither the Administrative Agent under nor any of its respective directors, officers, employees, agents, trustees, attorneys, Affiliates or advisors shall be liable as such for any action taken or omitted by any of them except for its or his own gross negligence or willful misconduct, or be responsible for any statement, warranty or representation herein or the contents of any document delivered in connection withherewith, this Agreement or be required to ascertain or to make any inquiry concerning the performance or observance by the Guarantor or any other Loan Other Applicant of any of the terms, conditions, covenants or agreements contained in any Facility Document, or . The Administrative Agent shall not be responsible to the validity, effectivenessLenders for the due execution, genuineness, validity, enforceability or sufficiency effectiveness of this Agreement or any other Loan DocumentFacility Documents, instruments or agreements. The Administrative Agent shall in all cases be fully protected in acting, or for refraining from acting, in accordance with written instructions signed by the creationRequired Lenders and, perfection except as otherwise specifically provided herein, such instructions and any action or priority inaction pursuant thereto shall be binding on all the Lenders. The Administrative Agent shall, in the absence of knowledge to the contrary, be entitled to rely on any instrument or document believed by it in good faith to be genuine and correct and to have been signed or sent by the proper person or persons. Neither the Administrative Agent nor any of its respective directors, officers, employees or agents shall have any responsibility to the Guarantor or any Other Applicant on account of the failure of or delay in performance or breach by any Lender or Issuing Bank of any Liens purported of its obligations hereunder or to be created any Lender or Issuing Bank on account of the failure of or delay in performance or breach by any of the Loan Documents, other Lender or Issuing Bank or the validity, genuineness, enforceability, existence, value Guarantor or sufficiency any Other Applicant of any collateral security, or to make any inquiry respecting the performance by the Borrower of its their respective obligations hereunder or under any other Loan Document, Facility Document or in connection herewith or therewith. The Administrative Agent may execute any and all duties hereunder by or through agents or employees and shall be entitled to rely upon the advice of legal counsel selected by it with respect to all matters arising hereunder and shall not be liable for any failure action taken or suffered in good faith by it in accordance with the advice of the Borrower or any Restricted Subsidiary or any other party to any Loan Document to perform its obligations hereunder or thereunder. No Related Party of the Administrative Agent shall be under any obligation to any Lender or Participant to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of the Borrower or any Restricted Subsidiary or any Affiliate thereofsuch counsel.

Liability of Administrative Agent. NO RELATED PARTY OF THE ADMINISTRATIVE AGENT SHALL No Agent-Related Person shall be liable for any action taken or omitted to be taken by any of them under or in connection with this Agreement or any other Loan Document or the transactions contemplated hereby, and each Loan Party and Secured Party hereby waives and agrees not to assert any right, claim or cause of action based thereon, except to the extent of liabilities resulting primarily from its own gross negligence or willful misconduct in connection with its duties expressly set forth herein, as finally determined in a non-appealable decision of a court of competent jurisdiction. Without limiting the foregoing, no Agent-Related Person shall be: (Ai) BE LIABLE FOR ANY ACTION TAKEN OR OMITTED TO BE TAKEN BY ANY OF THEM UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (EXCEPT FOR ITS OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT IN CONNECTION WITH ITS DUTIES EXPRESSLY SET FORTH HEREIN)responsible or have any obligation to any other Secured Party for the due execution, validity, genuineness, effectiveness, sufficiency, or (b) be responsible in any manner to any Lender enforceability of, or participant for any recital, statement, warranty or representation or warranty made by the Borrower or any Restricted Subsidiary or any officer thereofin, contained herein or in this Agreement, any other Loan DocumentDocument or any related agreement, document or order; (ii) required or have any obligation to ascertain, monitor or enforce or to make any inquiry concerning the performance or observance by any Loan Party and any Lender of any of the terms, conditions, covenants, 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, agreements of this Agreement or any of the other Loan DocumentDocuments; (iii) responsible for or have any duty to ascertain or monitor or to inquire into whether a condition set forth in any Loan Document is satisfied, or waived, including any condition set forth in Article 4; (iv) responsible or have any obligation to any other Secured Party for the state or condition of any properties of the Loan Parties constituting Collateral for the Obligations or any information contained in the books or records of the Loan Parties; (v) responsible or have any obligation to any other Secured Party for the validity, effectivenessenforceability, genuinenesscollectability, enforceability effectiveness or sufficiency genuineness of this Agreement or any other Loan DocumentDocument or any other certificate, document or instrument furnished in connection therewith; (vi) liable with respect to or arising out of any assignment or participation of the Obligations, or for the creation, perfection or priority disclosure of any information, to any Secured Party or such Secured Party’s representatives, Approved Funds or Affiliates; or (vii) responsible or have any obligation to any other Secured Party to assure that the Collateral exists or is owned by the Loan Parties or is cared for, protected, or insured or has been encumbered, or that the Liens purported granted to the Administrative Agent therein have been properly or sufficiently or lawfully created, perfected (or continue to be created by perfected), protected, or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure, or fidelity, or to continue exercising, any of the rights, authorities, and powers granted or available to the Administrative Agent pursuant to any of the Loan Documents. In addition to and not in limitation of the foregoing, it is understood and agreed that in respect of the Collateral, or the validityany act, genuineness, enforceability, existence, value or sufficiency of any collateral securityomission, or to make event related thereto, the Administrative Agent may act in any inquiry respecting manner it may deem appropriate, in its sole discretion, given the performance by Administrative Agent’s own interest in the Borrower of Collateral in its obligations hereunder or under any other Loan Document, or for any failure capacity as one of the Borrower or any Restricted Subsidiary or any other party to any Loan Document to perform its obligations hereunder or thereunder. No Related Party of Secured Parties and that the Administrative Agent shall be under any obligation have no other duty or liability whatsoever to any Lender or Participant to ascertain or to inquire Secured Party as to the observance or performance of any of the agreements contained inforegoing, including the preparation, form or conditions offiling of any Uniform Commercial Code financing statement, this Agreement amendment or continuation or of any other Loan Documenttype of document related to the creation, perfection, continuation or priority of any Lien as to inspect the properties, books or records any property of the Borrower or any Restricted Subsidiary or any Affiliate thereofLoan Parties.

Liability of Administrative Agent. NO RELATED PARTY OF THE ADMINISTRATIVE AGENT SHALL Neither Administrative Agent nor any Related Party of Administrative Agent shall (Aa) BE LIABLE FOR ANY ACTION TAKEN OR OMITTED TO BE TAKEN BY ANY OF THEM UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY be liable for any action taken or omitted to be taken by any of them under or in connection with this Agreement or any other Loan Document or the transactions contemplated hereby or thereby (EXCEPT FOR ITS OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT IN CONNECTION WITH ITS DUTIES EXPRESSLY SET FORTH HEREINi) with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary), or as Administrative Agent shall believe in good faith shall be necessary or (ii) in the absence of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction by final and nonappealable judgment, or (b) be responsible in any manner to any Lender or participant for any recital, statement, representation or warranty made by the Borrower, Guarantor, any subsidiary or Affiliate of Borrower or Guarantor, or any Restricted Subsidiary other Person, or any officer thereof, contained 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 or any other Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document, or for the creation, perfection or priority of any Liens purported to be created by any of the Loan Documents, or the validity, genuineness, enforceability, existence, value or sufficiency of any collateral security, or to make any inquiry respecting the performance by the Borrower of its obligations hereunder or under any other Loan Document, or for any failure of the Borrower or any Restricted Subsidiary or any other party to any Loan Document to perform its obligations hereunder or thereunder. No Neither Administrative Agent nor any Related Party of the Administrative Agent shall be under any obligation to any Lender or Participant to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement participant or any other Loan Document, or Person to inspect the properties, books or records of the Borrower Borrower, Guarantor, any of their Related Parties or any Restricted Subsidiary other Person, or to ascertain or inquire into (u) any statement, warranty or representation made in or in connection with this Agreement or any Affiliate thereofother Loan Document, (v) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (w) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default, (x) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document, or the creation, perfection or priority of any Lien purported to be created by the Loan Documents, (y) the value or the sufficiency of any collateral, or (z) the satisfaction of any condition set forth herein or therein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.

Liability of Administrative Agent. NO RELATED PARTY OF THE ADMINISTRATIVE AGENT SHALL Neither Administrative Agent nor any Related Party of Administrative Agent shall (Aa) BE LIABLE FOR ANY ACTION TAKEN OR OMITTED TO BE TAKEN BY ANY OF THEM UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY 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 or any other Loan Document or the transactions contemplated hereby or thereby (EXCEPT FOR ITS OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT IN CONNECTION WITH ITS DUTIES EXPRESSLY SET FORTH HEREINi) with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary), or as Administrative Agent shall believe in good faith shall be necessary or (ii) in the absence of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction by final and nonappealable judgment, or (b) be responsible in any manner to any Lender or participant for any recital, statement, representation or warranty made by the Borrower, Guarantor, any subsidiary or Affiliate of Borrower or Guarantor, or any Restricted Subsidiary other Person, or any officer thereof, contained 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 or any other Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document, or for the creation, perfection or priority of any Liens purported to be created by any of the Loan Documents, or the validity, genuineness, enforceability, existence, value or sufficiency of any collateral security, or to make any inquiry respecting the performance by the Borrower of its obligations hereunder or under any other Loan Document, or for any failure of the Borrower or any Restricted Subsidiary or any other party to any Loan Document to perform its obligations hereunder or thereunder. No Neither Administrative Agent nor any Related Party of the Administrative Agent shall be under any obligation to any Lender or Participant to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement participant or any other Loan Document, or Person to inspect the properties, books or records of the Borrower Borrower, Guarantor, any of their Related Parties or any Restricted Subsidiary other Person, or to ascertain or inquire into (u) any statement, warranty or representation made in or in connection with this Agreement or any Affiliate thereofother Loan Document, (v) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (w) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default, (x) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document, or the creation, perfection or priority of any Lien purported to be created by the Loan Documents, (y) the value or the sufficiency of any Collateral, or (z) the satisfaction of any condition set forth herein or therein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.

Liability of Administrative Agent. NO RELATED PARTY OF THE ADMINISTRATIVE AGENT SHALL None of the Administrative Agent, its affiliates and their respective directors, officers, agents and employees shall be liable for any action taken or not taken by it in connection herewith (Ai) BE LIABLE FOR ANY ACTION TAKEN OR OMITTED TO BE TAKEN BY ANY OF THEM UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY with the consent or at the request of the Required Lenders (EXCEPT FOR ITS OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT IN CONNECTION WITH ITS DUTIES EXPRESSLY SET FORTH HEREIN), or such different number of Lenders as any provision hereof expressly requires for such consent or request) or (bii) in the absence of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction by final and non-appealable judgment. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until notice describing such Default is given in writing to the Administrative Agent by any Borrower or a Lender. None of the Administrative Agent, its affiliates and their respective directors, officers, agents and employees shall be responsible in for or have any manner duty to ascertain, inquire into or verify (i) any Lender or participant for any recital, statement, warranty or representation or warranty made by the Borrower in connection with this Agreement or any Restricted Subsidiary borrowing or any officer thereof, contained herein or in any other Loan Document, or in issuance of a Letter of Credit hereunder; (ii) the contents of any certificate, reportreport or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants or agreements of any Borrower; (iv) the satisfaction of any condition specified in Article 3, except receipt of items required to be delivered to the Administrative Agent; or (v) the validity, enforceability, effectiveness or genuineness of this Agreement, the Notes or any other instrument or writing furnished in connection herewith. The Administrative Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, statement or other document referred writing (which may be a facsimile or similar writing) believed by it to be genuine or provided to be signed by the proper party or parties. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper party or parties, and shall not incur any liability for inrelying thereon. In determining compliance with any condition hereunder to the making of a Loan, or received the issuance, extension, renewal or increase of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or an Issuing Lender, the Administrative Agent under may presume that such condition is satisfactory to such Lender or in connection with, this Agreement or any other Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document, or for the creation, perfection or priority of any Liens purported to be created by any of the Loan Documents, or the validity, genuineness, enforceability, existence, value or sufficiency of any collateral security, or to make any inquiry respecting the performance by the Borrower of its obligations hereunder or under any other Loan Document, or for any failure of the Borrower or any Restricted Subsidiary or any other party to any Loan Document to perform its obligations hereunder or thereunder. No Related Party of such Issuing Lender unless the Administrative Agent shall be under any obligation have received notice to any the contrary from such Lender or Participant such Issuing Lender prior to ascertain the making of such Loan or the issuance, extension, renewal or increase of such Letter of Credit. Without limiting the generality of the foregoing, the use of the term “agent” in this Agreement with reference to inquire the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom and is intended to create or reflect only an administrative relationship between independent contracting parties. Each Lender represents to the Administrative Agent and the Joint Lead Arrangers that it has, independently and without reliance upon the Administrative Agent, the Joint Lead Arrangers, any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis of, appraisal of, and investigation into, the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower and their Subsidiaries, and all applicable bank or other regulatory Laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Borrower hereunder. Each Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent, the Joint Lead Arrangers, any other Lender or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder, and to make such investigations as it deems necessary to inform itself as to the observance or performance of any business, prospects, operations, property, financial and other condition and creditworthiness of the agreements contained inBorrower. Each Lender represents and warrants that (i) the Loan Documents set forth the terms of a commercial lending facility and (ii) it is engaged in making, acquiring or holding commercial loans in the ordinary course and is entering into this Agreement as a Lender for the purpose of making, acquiring or holding commercial loans and providing other facilities set forth herein as may be applicable to such Lender, and not for the purpose of purchasing, acquiring or holding any other type of financial instrument, and each Lender agrees not to assert a claim in contravention of the foregoing. Each Lender represents and warrants that it is sophisticated with respect to decisions to make, acquire and/or hold commercial loans and to provide other facilities set forth herein, as may be applicable to such Lender, and either it, or conditions ofthe Person exercising discretion in making its decision to make, this Agreement or any other Loan Document, acquire and/or hold such commercial loans or to inspect the propertiesprovide such other facilities, books is experienced in making, acquiring or records of the Borrower holding such commercial loans or any Restricted Subsidiary or any Affiliate thereofproviding such other facilities.

Liability of Administrative Agent. NO RELATED PARTY OF THE ADMINISTRATIVE AGENT SHALL None of the Administrative Agent, its affiliates and their respective directors, officers, agents and employees shall be liable for any action taken or not taken by it in connection herewith (Ai) BE LIABLE FOR ANY ACTION TAKEN OR OMITTED TO BE TAKEN BY ANY OF THEM UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY with the consent or at the request of the Required Lenders (EXCEPT FOR ITS OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT IN CONNECTION WITH ITS DUTIES EXPRESSLY SET FORTH HEREIN), or such different number of Lenders as any provision hereof expressly requires for such consent or request) or (bii) in the absence of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction by final and non-appealable judgment. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until notice describing such Default is given in writing to the Administrative Agent by any Borrower or a Lender. None of the Administrative Agent, its affiliates and their respective directors, officers, agents and employees shall be responsible in for or have any manner duty to ascertain, inquire into or verify (i) any Lender or participant for any recital, statement, warranty or representation or warranty made by the Borrower in connection with this Agreement or any Restricted Subsidiary borrowing or any officer thereof, contained herein or in any other Loan Document, or in issuance of a Letter of Credit hereunder; (ii) the contents of any certificate, reportreport or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants or agreements of any Borrower; (iv) the satisfaction of any condition specified in Article 3, except receipt of items required to be delivered to the Administrative Agent; or (v) the validity, enforceability, effectiveness or genuineness of this Agreement, the Notes or any other instrument or writing furnished in connection herewith. The Administrative Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, statement or other document referred writing (which may be a facsimile or similar writing) believed by it to be genuine or provided to be signed by the proper party or parties. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper party or parties, and shall not incur any liability for inrelying thereon. In determining compliance with any condition hereunder to the making of a Loan, or received the issuance, extension, renewal or increase of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or an Issuing Lender, the Administrative Agent under may presume that such condition is satisfactory to such Lender or in connection with, this Agreement or any other Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document, or for the creation, perfection or priority of any Liens purported to be created by any of the Loan Documents, or the validity, genuineness, enforceability, existence, value or sufficiency of any collateral security, or to make any inquiry respecting the performance by the Borrower of its obligations hereunder or under any other Loan Document, or for any failure of the Borrower or any Restricted Subsidiary or any other party to any Loan Document to perform its obligations hereunder or thereunder. No Related Party of such Issuing Lender unless the Administrative Agent shall be under any obligation have received notice to any the contrary from such Lender or Participant to ascertain or to inquire as such Issuing Lender prior to the observance making of such Loan or performance the issuance, extension, renewal or increase of such Letter of Credit. Without limiting the generality of the foregoing, the use of the term “agent” in this Agreement with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of the agreements contained in, market custom and is intended to create or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of the Borrower or any Restricted Subsidiary or any Affiliate thereofreflect only an administrative relationship between independent contracting parties.

Liability of Administrative Agent. NO RELATED PARTY OF THE ADMINISTRATIVE AGENT SHALL No Agent-Related Person shall (Aa) BE LIABLE FOR ANY ACTION TAKEN OR OMITTED TO BE TAKEN BY ANY OF THEM UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY be liable for any action taken or omitted to be taken by any of them under or in connection with this Agreement or any other Loan Document or the transactions contemplated hereby (EXCEPT FOR ITS OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT IN CONNECTION WITH ITS DUTIES EXPRESSLY SET FORTH HEREINexcept for its own gross negligence or willful misconduct in connection with its duties expressly set forth herein), or (b) be responsible in any manner to any Lender or participant (i) for any recital, statement, representation or warranty made by the Borrower or any Restricted Subsidiary Loan Party or any officer thereof, contained 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 or any other Loan Document, (ii) for the value of or title to any collateral, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document, or for the creation, perfection or priority of any Liens purported to be created by any of the Loan Documents, or the validity, genuineness, enforceability, existence, value or sufficiency of any collateral security, or to make any inquiry respecting the performance by the Borrower of its obligations hereunder or under any other Loan Document, or (iii) for any failure of the Borrower or any Restricted Subsidiary Loan Party or any other party to any Loan Document to perform its obligations hereunder or thereunder, or (iv) for the satisfaction of any condition set forth in Article V or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent, or (c) be liable for the failure to disclose, any information relating to Borrower or any of its Affiliates that is communicated to or obtained by the Agent-Related Person or any of its Affiliates in any capacity. No Agent-Related Party of the Administrative Agent Person shall be under any obligation to any Lender or Participant participant to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of the Borrower any Loan Party or any Restricted Subsidiary affiliate thereof. The Administrative Agent shall not be liable for any action taken or any Affiliate thereofnot taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Article IX and Section 11.4).

Liability of Administrative Agent. NO RELATED PARTY OF THE ADMINISTRATIVE AGENT SHALL No Agent Related Person shall (Aa) BE LIABLE FOR ANY ACTION TAKEN OR OMITTED TO BE TAKEN BY ANY OF THEM UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY be liable for any action taken or omitted to be taken by any of them under or in connection with this Credit Agreement or any other Credit Document or the transactions contemplated hereby (EXCEPT FOR ITS OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT IN CONNECTION WITH ITS DUTIES EXPRESSLY SET FORTH HEREINexcept for its own gross negligence or willful misconduct in connection with its duties expressly set forth herein), or (b) be responsible in any manner to any Lender or participant for any recital, statement, representation or warranty made by the Borrower or any Restricted Subsidiary Credit Party or any officer thereof, contained herein or in any other Loan Credit 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 Credit Agreement or any other Loan Credit Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Credit Agreement or any other Loan Document, or for the creation, perfection or priority of any Liens purported to be created by any of the Loan Documents, or the validity, genuineness, enforceability, existence, value or sufficiency of any collateral security, or to make any inquiry respecting the performance by the Borrower of its obligations hereunder or under any other Loan Document, Credit Document or for any failure of the Borrower or any Restricted Subsidiary Credit Party or any other party to any Loan Credit Document to perform its obligations hereunder or thereunder. No Agent Related Party of the Administrative Agent Person shall be under any obligation to any Lender or Participant participant to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Credit Agreement or any other Loan Credit Document, or to inspect the properties, books or records of the Borrower or any Restricted Subsidiary Credit Party or any Affiliate thereof.. No Agent Related Person shall be responsible or have any liability for, or have any duty to ascertain, inquire into, monitor or enforce, compliance with the provisions of this Credit Agreement relating to Disqualified Institutions or any Affiliate thereof. Without limiting the generality of the foregoing, the Administrative Agent shall not (x) be obligated to ascertain, monitor or inquire as to whether any Lender or prospective Lender is a Disqualified Institution or an Affiliate thereof or (y) have any liability with respect to or arising out of any assignment of Loans, or disclosure of confidential information, to any Disqualified Institution or an Affiliate thereof. 9.04

Liability of Administrative Agent. NO RELATED PARTY OF THE ADMINISTRATIVE AGENT SHALL No Agent-Related Person shall (Aa) BE LIABLE FOR ANY ACTION TAKEN OR OMITTED TO BE TAKEN BY ANY OF THEM UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY be liable for any action taken or omitted to be taken by it under or in connection with this Agreement or any other Loan Document or the transactions contemplated hereby (EXCEPT FOR ITS OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT IN CONNECTION WITH ITS DUTIES EXPRESSLY SET FORTH HEREIN)i) with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as such Agent-Related Person shall believe in good faith shall be necessary, under the circumstances as provided in Sections 10.02 and 8.02) or (ii) in the absence of its own gross negligence or willful misconduct in connection with its duties expressly set forth herein, (b) be responsible in any manner to any Lender or participant for any recital, statement, representation or warranty made by the Borrower or any Restricted Subsidiary Loan Party or any officer thereof, contained 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 or any other Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document, or for the creation, perfection or priority of any Liens purported to be created by any of the Loan Documents, or the validity, genuineness, enforceability, existence, value or sufficiency of any collateral security, or to make any inquiry respecting the performance by the Borrower of its obligations hereunder or under any other Loan Document, or for any failure of the Borrower or any Restricted Subsidiary Loan Party or any other party to any Loan Document to perform its obligations hereunder or thereunder. No , or (c) have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that such Agent-Related Party Person is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents), provided that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable law. No Agent-Related Person shall be under any obligation to any Lender or Participant participant to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of the Borrower or any Restricted Subsidiary Loan Party or any Affiliate thereof.