Common use of Liability of Administrative Agent Clause in Contracts

Liability of Administrative Agent. No Administrative Agent-Related 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 Bank or participant for any recital, statement, representation or warranty made by any Borrower or any Subsidiary or Affiliate of a Borrower, 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 any failure of any Borrower or any other party to any Loan Document to perform its obligations hereunder or thereunder. No Administrative Agent-Related Person shall be under any obligation to any Bank or participant to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of any Borrower or any of its Subsidiaries or Affiliates thereof.

Liability of Administrative Agent. No Administrative None of the Agent-Related Person 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 (except for its such Agent-Related Person’s own gross negligence or willful misconduct in connection with its duties expressly set forth hereinmisconduct), or (bii) be responsible in any manner to any Bank of the Lenders or participant their participants for any recital, statement, representation or warranty made by any Borrower the Company or any Subsidiary or Affiliate of a Borrowerthe Company, 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 sufficiency of this Agreement or any other Loan Document, or for any failure of any Borrower the Company or any other party to any Loan Document to perform its obligations hereunder or thereunder. No Administrative Agent-Related Person shall be under any obligation to any Bank Lender or participant to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of any Borrower the Company or any of its the Company’s Subsidiaries or Affiliates thereofAffiliates; 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, including for the avoidance of doubt any action that may be in violation of the automatic stay under any bankruptcy or insolvency law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any bankruptcy or insolvency law.

Liability of Administrative Agent. No Administrative None of the Agent-Related Person 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 (except for its such Agent-Related Person’s own gross negligence or willful misconduct in connection with its duties expressly set forth hereinmisconduct), or (bii) be responsible in any manner to any Bank of the Lenders or participant their participants for any recital, statement, representation or warranty made by any Borrower the Company or any Subsidiary or Affiliate of a Borrowerthe Company, 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 sufficiency of this Agreement or any other Loan Document, or for any failure of any Borrower the Company or any other party to any Loan Document to perform its obligations hereunder or thereunder. No Administrative Agent-Related Person shall be under any obligation to any Bank Lender or participant to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of any Borrower the Company or any of its the Company’s Subsidiaries or Affiliates thereofAffiliates.

Liability of Administrative Agent. No None of the Administrative Agent-Related Person 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 Agreement, any Letter of Credit 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 hereinmisconduct), or (bii) be responsible in any manner to any Bank or participant of the Banks for any recital, statement, representation or warranty made by any Borrower the Company or any Subsidiary or Affiliate of a Borrowerthe Company, or any officer thereof, contained herein in this Agreement, in any Letter of Credit or in any other Loan Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Agreement Agreement, any Letter of Credit or any other Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement Agreement, any Letter of Credit or any other Loan Document, or for any failure of any Borrower the Company or any other party to any Loan Document to perform its obligations hereunder or thereunder. No Administrative Agent-Related Person shall be under any obligation to any Bank or participant to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement Agreement, any Letter of Credit or any other Loan Document, or to inspect the propertiesProperties, books or records of any Borrower the Company or any of its the Company’s Subsidiaries or Affiliates thereofAffiliates.

Liability of Administrative Agent. No Administrative None of the Agent-Related Person 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 (except 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 Bank or participant Participant for any recital, statement, representation or warranty made by any Borrower the Company or any Subsidiary or Affiliate of a Borrowerthe Company, 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 sufficiency of this Agreement or any other Loan Document, or for any failure of any Borrower the Company or any other party to any Loan Document to perform its obligations hereunder or thereunder. No Administrative Agent-Related Person shall be under any obligation to any Bank or participant 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 any Borrower the Company or any of its the Company’s Subsidiaries or Affiliates thereofAffiliates.

Liability of Administrative Agent. No Administrative Agent-Related Person 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 Operative Agreement or the transactions contemplated hereby (except 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 Bank Financing Party or participant for any recital, statement, representation or warranty made by any Lessee/Borrower or any Subsidiary or Affiliate of a Borrower, Party or any officer thereofof any of the foregoing, contained herein in this Agreement or in any other Loan DocumentOperative Agreement, or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Agreement or any other Loan DocumentOperative Agreement, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan DocumentOperative Agreement, or for any failure of any Lessee/Borrower Party or any other party to any Loan Document Operative Agreement to perform its obligations hereunder or thereunder. No Administrative Agent-Related Person shall be under any obligation to any Bank Financing Party or participant to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan DocumentOperative Agreement, or to inspect the properties, books or records of any Lessee/Borrower Party or any of its Subsidiaries Subsidiary or Affiliates affiliate thereof.

Liability of Administrative Agent. No Administrative None of the Agent-Related Person 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 (except for its such Agent-Related Person’s own gross negligence or willful misconduct in connection with its duties expressly set forth hereinmisconduct), or (bii) be responsible in any manner to any Bank of the Lenders or participant their participants for any recital, statement, representation or warranty made by any Borrower the Company or any Subsidiary or Affiliate of a Borrowerthe Company, 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 sufficiency of this Agreement or any other Loan Document, or for any failure of any Borrower the Company or any other party to any Loan Document to perform its obligations hereunder or thereunder. No Administrative Agent-Related Person shall be under any obligation to any Bank Lender or participant to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of any Borrower the Company or any of its the Company’s Subsidiaries or Affiliates thereof.Affiliates. 14.4

Liability of Administrative Agent. No None of the Administrative Agent, its Affiliates or any of their officers, directors, employees, agents or attorneys-Related Person in-fact (collectively, "ADMINISTRATIVE AGENT-RELATED PERSONS") 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 Agreement, any of the other Loan Document Documents or the transactions contemplated hereby Collateral (except for its their own gross negligence or willful misconduct in connection with its duties expressly set forth hereinmisconduct), or (b) be responsible in any manner to any Bank of the Lenders or participant the Issuing Lender for any recital, statement, representation or warranty made by any the Parent Company, the Borrower or any Subsidiary or Affiliate of a Borrowerthereof, 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, in or received by the Administrative Agent under or in connection with, this Agreement or any other Loan DocumentDocument or any of the Collateral, or for the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan DocumentDocument or any of the Collateral, or for any failure of any the Parent Company, the Borrower or any other party to any Loan Document to perform its obligations hereunder or thereunder. No Administrative Agent-Related Person shall be under any obligation to any Bank Lender, the Issuing Lender or participant any of the other Agents to ascertain or to inquire as to the observance or performance of any of the Obligations or any of the other agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect any of the propertiesCollateral or any of the Properties, books or records of any the Parent Company, the Borrower or any of its their Subsidiaries or Affiliates thereofAffiliates.

Liability of Administrative Agent. No None of the Administrative --------------------------------- Agent, its Affiliates, or any of their respective officers, directors, employees, administrative agents, or attorneys-in-fact (collectively, the "Agent-Related Person 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 (except for its own gross negligence or willful misconduct in connection with its duties expressly set forth herein), misconduct) or (bii) be responsible in any manner to any Bank or participant of the Banks for any recital, statement, representation or warranty made by any Borrower the Company or any Subsidiary or Affiliate of a Borrower, the Company or any officer thereof, 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 sufficiency of this Agreement or any other Loan Document, or for any failure of any Borrower the Company or any other party to any Loan Document to perform its obligations hereunder or thereunder. No Administrative Agent-Related Person shall be under any obligation to any Bank or participant to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of any Borrower the Company or any of its Subsidiaries or Affiliates thereofSubsidiaries.

Liability of Administrative Agent. No None of the Administrative Agent-Related Person 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 (except for its own gross negligence or willful misconduct in connection with its duties expressly set forth hereinmisconduct), or (bii) be responsible in any manner to any Bank or participant of the Lenders for any recital, statement, representation or warranty made by the Company, any Borrower Guarantor or any Subsidiary or Affiliate of a Borrowerthe Company, 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, effectivenesseffectiveness (other than such Administrative Agent- Related Person's own due execution and delivery), genuineness, enforceability or sufficiency of this Agreement or any other Loan Document, or for any failure of the Company, any Borrower Guarantor or any other party to any Loan Document to perform its obligations hereunder or thereunder. No Administrative Agent-Related Person shall be under any obligation to any Bank or participant Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the propertiesProperties, books or records of any Borrower the Company or any of its the Company's Subsidiaries or Affiliates thereofAffiliates.

Liability of Administrative Agent. No Administrative Agent-Related 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 Bank or participant for any recital, statement, representation or warranty made by any Borrower or any Subsidiary or Affiliate of a the Borrower, 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 any failure of any Borrower or any other party to any Loan Document to perform its obligations hereunder or thereunder. No Administrative Agent-Related Person shall be under any obligation to any Bank or participant to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of any Borrower or any of its Subsidiaries or Affiliates thereof.

Liability of Administrative Agent. No None of the --------------------------------- Administrative Agent-Related Person Persons shall (ai) 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 (except for its own gross negligence or willful misconduct in connection with its duties expressly set forth hereinmisconduct), or (bii) be responsible in any manner to any Bank or participant of the Lenders for any recital, statement, representation or warranty made by any Borrower the Company or any Subsidiary or Affiliate of a Borrowerthe Company, 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 sufficiency of this Agreement or any other Loan Document, or for any failure of any Borrower the Company or any other party to any Loan Document to perform its obligations hereunder or thereunder. No Administrative Agent-Related Person shall be under any obligation to any Bank or participant Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of any Borrower the Company or any of its the Company's Subsidiaries or Affiliates thereofAffiliates.

Liability of Administrative Agent. No None of the Administrative Agent-Related Person 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 Agreement, any Letter of Credit 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 hereinmisconduct), or (bii) be responsible in any manner to any Bank or participant of the Banks for any recital, statement, representation or warranty made by any Borrower the Company or any Subsidiary or Affiliate of a Borrowerthe Company, or any officer thereof, contained herein in this Agreement, any Letter of Credit or in any other Loan Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Agreement Agreement, any Letter of Credit or any other Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement Agreement, any Letter of Credit or any other Loan Document, or for any failure of any Borrower the Company or any other party to any Loan Document to perform its obligations hereunder or thereunder. No Administrative Agent-Related Person shall be under any obligation to any Bank or participant to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement Agreement, any Letter of Credit or any other Loan Document, or to inspect the propertiesProperties, books or records of any Borrower the Company or any of its the Company’s Subsidiaries or Affiliates thereofAffiliates.

Liability of Administrative Agent. No Administrative None of the Agent-Related Person Persons 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 hereinmisconduct), or (b) be responsible in any manner to any of the Lenders (or Bank or participant Product Providers) for any recital, statement, representation or warranty made by Parent, any Borrower or any Subsidiary of its Subsidiaries or Affiliate of a BorrowerAffiliates, or any officer or director 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 sufficiency of this Agreement or any other Loan Document, or for any failure of Parent, any Borrower or its Subsidiaries or any other party to any Loan Document to perform its obligations hereunder or thereunder. No Administrative Agent-Related Person shall be under any obligation to any Lenders (or Bank or participant Product Providers) to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the propertiesbooks and records or properties of Parent, books or records of any Borrower or any of its Subsidiaries or Affiliates thereofSubsidiaries.

Liability of Administrative Agent. No Neither the Administrative Agent-Related Person Agent nor any of its Affiliates, officers, directors, employees, agents or attorneys in fact shall (a) be liable for any action taken or omitted to be taken by it or any of them such Person under or in connection with this Agreement or any other Loan Document or the transactions contemplated hereby (except for its own gross negligence or willful misconduct in connection with its duties expressly set forth hereinmisconduct), or (b) be responsible in any manner to any Bank Lender or participant any Participant for any recital, statement, representation or warranty made by any Borrower or any Subsidiary or Affiliate of a Borrowerthe Company, 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 sufficiency of this Agreement or any other Loan Document, or for any failure of any Borrower or any other party to any Loan Document the Company to perform its obligations hereunder or thereunder. No Except as otherwise expressly stated therein, the Administrative Agent-Related Person Agent shall not be under any obligation to any Bank Lender or participant any Participant to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, or facts stated in, this Agreement or any other Loan Document, or to inspect the properties, books or records of any Borrower the Company or any of its Subsidiaries or Affiliates thereofSubsidiaries.

Liability of Administrative Agent. No None of the Administrative Agent-Related Person 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 (except 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 Bank Lender or participant for any recital, statement, representation or warranty made by any Borrower the Company or any Subsidiary or Affiliate of a Borrowerthe Company, 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 sufficiency of this Agreement or any other Loan Document, or for any failure of any Borrower the Company or any other party to any Loan Document to perform its obligations hereunder or thereunder. No Administrative Agent-Related Person shall be under any obligation to any Bank Lender or participant to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of any Borrower the Company or any of its the Company’s Subsidiaries or Affiliates thereofAffiliates.

Liability of Administrative Agent. No Neither the Agent nor any of the Administrative Agent-Related Person 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 (except for its own gross negligence or willful misconduct in connection with its duties expressly set forth hereinmisconduct), or (bii) be responsible in any manner to any Bank or participant of the Lenders for any recital, statement, representation or warranty made by any Borrower or any Subsidiary or Affiliate of a Borrowerthe Borrowers, 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 sufficiency of this Agreement or any other Loan Document, or for any failure of any Borrower the Borrowers or any other party to any Loan Document to perform its obligations hereunder or thereunder. No Administrative Agent-Related Person shall be under any obligation to any Bank or participant Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of any Borrower the Borrowers or any of its the Borrowers' Subsidiaries or Affiliates thereofAffiliates.

Liability of Administrative Agent. No Except as otherwise provided herein, no Administrative Agent-Related Person shall (a) be liable for any action reasonably 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 Bank Lender or participant for any recital, statement, representation or warranty made by any Borrower Fund or any Subsidiary or Affiliate of a Borrower, Managing Entity 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 any failure of any Borrower or any other party to any Loan Document (other than the Administrative Agent) to perform its obligations hereunder or thereunder. No Administrative Agent-Related Person shall be under any obligation to any Bank Lender or participant to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of any Borrower or any of its Subsidiaries or Affiliates Affiliate thereof.

Liability of Administrative Agent. No Administrative None of the Agent-Related Person 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 or thereby (except for its own gross negligence or willful misconduct in connection with its duties expressly set forth hereinmisconduct), or (bii) be responsible in any manner to any Bank of the Lenders or participant any Affiliate of any Lender for any recital, statement, representation or warranty made by any Borrower Loan Party or any Subsidiary or Affiliate of a BorrowerLoan Party, or any officer thereof, contained herein in this Agreement or in any other Loan Document, Document or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Agreement or any other Loan Document, or the validity, effectivenesseffectiveness (other than such Agent-Related Person’s own due execution and delivery), genuineness, enforceability or sufficiency of this Agreement or any other Loan Document, or for any failure of any Borrower Loan Party or any other party to any Loan Document to perform its obligations hereunder or thereunder. No Administrative Agent-Related Person shall be under any obligation to any Bank or participant Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of any Borrower Loan Party or any Affiliate of its Subsidiaries or Affiliates thereofany Loan.

Liability of Administrative Agent. No Administrative Agent-Related 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 Bank Lender or participant for any recital, statement, representation or warranty made by any Borrower or any Subsidiary or Affiliate of a Borrower, 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 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 any failure of any Borrower Loan Party or any other party to any Loan Document to perform its obligations hereunder or thereunder. No Administrative Agent-Related Person shall be under any obligation to any Bank Lender or participant to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of any Borrower Loan Party or any of its Subsidiaries or Affiliates affiliate thereof.

Liability of Administrative Agent. No None of the Administrative --------------------------------- Agent, its Affiliates, or any of their respective officers, directors, employees, administrative agents, or attorneys-in-fact (collectively, the "Agent-Related Person 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 (except for its own gross negligence or willful misconduct in connection with its duties expressly set forth herein), misconduct) or (bii) be responsible in any manner to any Bank or participant of the Lenders for any recital, statement, representation or warranty made by any Borrower the Company or any Subsidiary or Affiliate of a Borrower, the Company or any officer thereof, 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 sufficiency of this Agreement or any other Loan Document, or for any failure of any Borrower the Company or any other party to any Loan Document to perform its obligations hereunder or thereunder. No Administrative Agent-Related Person shall be under any obligation to any Bank or participant Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of any Borrower the Company or any of its Subsidiaries or Affiliates thereofSubsidiaries.

Liability of Administrative Agent. (a) No Administrative Agent-Related Person 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 (except 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 Bank Lender or participant for any recital, statement, representation or warranty made by any Borrower Loan Party or any Subsidiary or Affiliate of a Borrower, its Affiliates 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 any failure of FSEP, any Borrower Loan Party or any other party to any Subsidiary of a Loan Document Party to perform its obligations hereunder or thereunder. No Administrative Agent-Related Person shall be under any obligation to any Bank Lender or participant to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of any Borrower Loan Party or any of its Subsidiaries or Affiliates Affiliate thereof.

Liability of Administrative Agent. No None of Administrative Agent-Related Person Persons 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 hereinmisconduct), or (b) be responsible in any manner to any Bank or participant of the Lenders for any recital, statement, representation or warranty made by any the Borrower or any Subsidiary or Affiliate of a the Borrower, 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 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 any failure of any the Borrower or any other party to any Loan Document to perform its obligations hereunder or thereunder. No Except as specifically provided for in this Agreement, no Administrative Agent-Related Person shall be under any obligation to any Bank or participant Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of any the Borrower or any of its the Borrower’s Subsidiaries or Affiliates thereofAffiliates.

Liability of Administrative Agent. No None of the Administrative Agent-Related Person 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 Agreement, any Letter of Credit 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 hereinmisconduct), or (bii) be responsible in any manner to any Bank or participant of the Banks for any recital, statement, representation or warranty made by any Borrower the Company or any Subsidiary or Affiliate of a Borrowerthe Company, or any officer thereof, contained herein in this Agreement, any Letter of Credit or in any other Loan Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Agreement Agreement, any Letter of Credit or any other Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement Agreement, any Letter of Credit or any other Loan Document, or for any failure of any Borrower the Company or any other party to any Loan Document to perform its obligations hereunder or thereunder. No Administrative Agent-Related Person shall be under any obligation to any Bank or participant to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement Agreement, any Letter of Credit or any other Loan Document, or to inspect the propertiesProperties, books or records of any Borrower the Company or any of its the Company's Subsidiaries or Affiliates thereofAffiliates.

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

Liability of Administrative Agent. No None of the Administrative Agent-Related Person Persons 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 Bank of the Lenders or participant for any recital, statement, representation or warranty made by the Company, any Borrower Loan Party or any Subsidiary or Affiliate of a Borrowerthe Company, 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 sufficiency of this Agreement or any other Loan Document, or for any failure of the Company, any Borrower Loan Party or any other party to any Loan Document to perform its obligations hereunder or thereunder. No Administrative Agent-Related Person shall be under any obligation to any Bank Lender or any participant to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the propertiesProperties, books or records of the Company, any Borrower Loan Party or any of its the Company's Subsidiaries or Affiliates thereofAffiliates.

Liability of Administrative Agent. No None of the Administrative Agent-Related Person Persons shall (a) i be liable to any Lender for any action taken or omitted to be taken by any of them under or in connection with this Agreement 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)misconduct, or (b) ii be responsible in any manner to any Bank or participant of the Lenders for any recital, 66 73 statement, representation or warranty made by any Borrower the Company or any Subsidiary or Affiliate of a Borrowerthe Company, 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 sufficiency of this Agreement or any other Loan Document, or for any failure of any Borrower the Company or any other party to any Loan Document to perform its obligations hereunder or thereunder. No Administrative Agent-Related Person shall be under any obligation to any Bank or participant Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of any Borrower the Company or any of its the Company's Subsidiaries or Affiliates thereofAffiliates.

Liability of Administrative Agent. No None of the Administrative Agent-Related Person Persons shall (a) be liable to any of the Lenders for any action taken or omitted to be taken by any of them under or in connection with this Agreement 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 hereinmisconduct), or (b) be responsible in any manner to any Bank of the Lenders or participant Participants for any recital, statement, representation or warranty made by any Borrower the Company or any Subsidiary or Affiliate of a Borrowerthe Company, 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 sufficiency of this Agreement or any other Loan Document, or for any failure of any Borrower the Company or any other party to any Loan Document to perform its obligations hereunder or thereunder. No Administrative Agent-Related Person shall be under any obligation to any Bank Lender or participant 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 any Borrower the Company or any of its the Company's Subsidiaries or Affiliates thereofAffiliates.

Liability of Administrative Agent. No Administrative None of the Agent-Related Person Persons 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 hereinmisconduct), or (b) be responsible in any manner to any Bank or participant of the Lenders for any recital, statement, representation or warranty made by any Borrower the Company or any Subsidiary or Affiliate of a Borrowerthe Company, 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 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 any failure of any Borrower the Company or any other party to any Loan Document to perform its obligations hereunder or thereunder. No Administrative Agent-Related Person shall be under any obligation to any Bank or participant Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of any Borrower the Company or any of its the Company's Subsidiaries or Affiliates thereofAffiliates.

Liability of Administrative Agent. No Administrative Agent-Related Person Neither of the Agents nor any of their respective directors, officers, employees or agents 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 (except for its such Agent's own gross negligence or willful misconduct in connection with its duties expressly set forth hereinmisconduct), or (bii) be responsible in any manner to any Bank or participant of the Lenders for any recital, statement, representation or warranty made by any Borrower the Company or any Subsidiary or Affiliate of a Borrowerthe Company, 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 sufficiency of this Agreement or any other Loan Document, or for any failure of any Borrower or any other party to any Loan Document to perform its obligations hereunder or thereunder. No Administrative Agent-Related Person The Agents shall not be under any obligation to any Bank or participant Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of any Borrower the Company or any of its the Company's Subsidiaries or Affiliates thereofAffiliates.

Liability of Administrative Agent. No Administrative Agent-Related 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 Bank Lender or participant for any recital, statement, representation or warranty made by any Borrower or any Subsidiary or Affiliate of a Borrower, 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 sufficiency of this Agreement or any other Loan Document, or for any failure of any Borrower or any other party to any Loan Document to perform its obligations hereunder or thereunder. No Administrative Agent-Related Person shall be under any obligation to any Bank 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 any Borrower or any of its Borrower's Subsidiaries or Affiliates thereofAffiliates.

Liability of Administrative Agent. No Administrative None of the Agent-Related Person 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 (except for its own gross negligence or willful misconduct in connection with its duties expressly set forth hereinmisconduct), or (bii) be responsible in any manner to any Bank of the Banks or participant any Affiliate of the Banks for any recital, statement, representation or warranty made by any Borrower or any Subsidiary or Affiliate of a BorrowerCredit 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, effectivenesseffectiveness (other than such Agent-Related Person's own due execution and delivery), genuineness, enforceability or sufficiency of this Agreement or any other Loan Document, or for any failure of any Borrower or any other party to any Loan Document Credit Party to perform its obligations hereunder or thereunderunder any other Loan Documents to which it is a party. No Administrative Agent-Related Person shall be under any obligation to any Bank 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 any Borrower or any of its Subsidiaries or Affiliates thereofCredit Party.

Liability of Administrative Agent. No None of the Administrative Agent-Related Person Persons shall (a) be liable for any action taken or omitted to be taken by any of them under or in connection with this Agreement Agreement, any Letter of Credit 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 hereinmisconduct), or (b) be responsible in any manner to any Bank or participant of the Banks for any recital, statement, representation or warranty made by any Borrower the Company or any Subsidiary or Affiliate of a Borrowerthe Company, or any officer thereof, contained herein in this Agreement, in any Letter of Credit or in any other Loan Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Agreement Agreement, any Letter of Credit or any other Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement Agreement, any Letter of Credit or any other Loan Document, or for any failure of any Borrower the Company or any other party to any Loan Document to perform its obligations hereunder or thereunder. No Administrative Agent-Related Person shall be under any obligation to any Bank or participant to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement Agreement, any Letter of Credit or any other Loan Document, or to inspect the propertiesProperties, books or records of any Borrower the Company or any of its the Company’s Subsidiaries or Affiliates thereofAffiliates.

Liability of Administrative Agent. No Administrative _________________________________ Agent-Related 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 Bank or participant for any recital, statement, representation or warranty made by any Borrower or any Subsidiary or Affiliate of a the Borrower, 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 any failure of any Borrower or any other party to any Loan Document to perform its obligations hereunder or thereunder. No Administrative Agent-Related Person shall be under any obligation to any Bank or participant to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of any Borrower or any of its Subsidiaries or Affiliates thereof.

Liability of Administrative Agent. No Administrative None of the Agent-Related Person Persons 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 hereinmisconduct), or (b) be responsible in any manner to any Bank or participant of the Lenders for any recital, statement, representation or warranty made by any Borrower 66 the Company or any Subsidiary or Affiliate of a Borrowerthe Company, 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 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 any failure of any Borrower the Company or any other party to any Loan Document to perform its obligations hereunder or thereunder. No Administrative Agent-Related Person shall be under any obligation to any Bank or participant Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of any Borrower the Company or any of its the Company's Subsidiaries or Affiliates thereofAffiliates.

Liability of Administrative Agent. No None of the Administrative --------------------------------- Agent-Related Person Persons shall (ai) 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 (except for its own gross negligence or willful misconduct in connection with its duties expressly set forth hereinmisconduct), or (bii) be responsible in any manner to any Bank or participant of the Lenders for any recital, statement, representation or warranty made by any Borrower the Company or any Subsidiary or Affiliate of a Borrowerthe Company, 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 sufficiency of this Agreement or any other Loan Document, or for any failure of any Borrower the Company or any other party to any Loan Document to perform its obligations hereunder or thereunder. No Administrative Agent-Related Person shall be under any obligation to any Bank or participant Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of any Borrower the Company or any of its the Company's Subsidiaries or Affiliates thereofAffiliates.

Liability of Administrative Agent. No None of the Administrative Agent-Related Person Persons shall (a( I ) be liable for any action taken or omitted to be taken by any of them under or in connection with this Agreement Agreement, any Letter of Credit 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 hereinmisconduct), or (b( ) be responsible in any manner to any Bank or participant of the Banks for any recital, statement, representation or warranty made by any Borrower the Company or any Subsidiary or Affiliate of a Borrowerthe Company, or any officer thereof, contained herein in this Agreement, in any Letter of Credit or in any other Loan Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Agreement Agreement, any Letter of Credit or any other Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement Agreement, any Letter of Credit or any other Loan Document, or for any failure of any Borrower the Company or any other party to any Loan Document to perform its obligations hereunder or thereunder. No Administrative Agent-Related Person shall be under any obligation to any Bank or participant to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement Agreement, any Letter of Credit or any other Loan Document, or to inspect the propertiesProperties, books or records of any Borrower the Company or any of its the Company’s Subsidiaries or Affiliates thereofAffiliates. ......................................... 66 SECTION 9.04 . Reliance by Administrative Agent .

Liability of Administrative Agent. No None of the Administrative Agent-Related Person Persons shall (ai) 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 (except for its own gross negligence or willful misconduct in connection with its duties expressly set forth hereinmisconduct), or (bii) be responsible in any manner to any Bank or participant of the Lenders for any recital, statement, representation or warranty made by any either Borrower or any Subsidiary or Affiliate of a either Borrower, 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 sufficiency of this Agreement or any other Loan Document, or for any failure of any either Borrower or any other party to any Loan Document to perform its obligations hereunder or thereunder. No Administrative Agent-Related Person shall be under any obligation to any Bank or participant Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of any either Borrower or any Subsidiary or Affiliate of its Subsidiaries or Affiliates thereofeither Borrower.

Liability of Administrative Agent. No None of the Administrative Agent, its Affiliates, or any of their respective officers, directors, employees, administrative agents, or attorneys-in-fact (collectively, the "Agent-Related Person 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 (except for its own gross negligence or willful misconduct in connection with its duties expressly set forth herein), misconduct) or (bii) be responsible in any manner to any Bank or participant of the Banks for any recital, statement, representation or warranty made by any Borrower the Company or any Subsidiary or Affiliate of a Borrower, the Company or any officer thereof, 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 sufficiency of this Agreement or any other Loan Document, or for any failure of any Borrower the Company or any other party to any Loan Document to perform its obligations hereunder or thereunder. No Administrative Agent-Related Person shall be under any obligation to any Bank or participant to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of any Borrower the Company or any of its Subsidiaries or Affiliates thereofSubsidiaries.

Liability of Administrative Agent. No None of the Administrative Agent-Related Person 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 (except for its own gross negligence or willful misconduct in connection with its duties expressly set forth hereinmisconduct), or (bii) be responsible in any manner to any Bank or participant of the Lenders for any recital, statement, representation or warranty made by any the Borrower or any Subsidiary or Affiliate of a the Borrower, 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 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 any failure of any the Borrower or any other party to any Loan Document to perform its obligations hereunder or thereunder. No Administrative Agent-Related Person shall be under any obligation to any Bank or participant Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of any the Borrower or any of its the Borrower's Subsidiaries or Affiliates thereofAffiliates.

Liability of Administrative Agent. No Administrative None of the Agent-Related Person 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 (except for its such Agent-Related Person's own gross negligence or willful misconduct in connection with its duties expressly set forth hereinmisconduct), or (bii) be responsible in any manner to any Bank of the Lenders or participant their participants for any recital, statement, representation or warranty made by any Borrower the Company or any Subsidiary or Affiliate of a Borrowerthe Company, 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 sufficiency of this Agreement or any other Loan Document, or for any failure of any Borrower the Company or any other party to any Loan Document to perform its obligations hereunder or thereunder. No Administrative Agent-Related Person shall be under any obligation to any Bank Lender or participant to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of any Borrower the Company or any of its the Company's Subsidiaries or Affiliates thereofAffiliates.

Liability of Administrative Agent. No Administrative None of the --------------------------------- Agent-Related Person Persons 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 hereinmisconduct), or (b) be responsible in any manner to any Bank of the Lenders or participant Issuing Banks for any recital, statement, representation or warranty made by any ATSC, Borrower or any Subsidiary or Affiliate of a ATSC or the Borrower, 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 sufficiency of this Agreement or any other Loan Document, or for any failure of any ATSC, the Borrower or any other party to any Loan Document to perform its obligations hereunder or thereunder. No Administrative Agent-Related Person shall be under any obligation to any Lender or Issuing Bank 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 propertiesProperties, books or records of any ATSC, the Borrower or any of its the Subsidiaries or Affiliates thereofof ATSC or the Borrower.

Liability of Administrative Agent. No Administrative Agent-Related 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 Bank or participant for any recital, statement, representation or warranty made by any the Borrower or any Subsidiary or Affiliate of a the Borrower, 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 any failure of any the Borrower or any other party to any Loan Document to perform its obligations hereunder or thereunder. No Administrative Agent-Related Person shall be under any obligation to any Bank or participant to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of any the Borrower or any of its Subsidiaries or Affiliates thereof.

Liability of Administrative Agent. No Administrative Agent-Related 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 Bank Lender or participant Participant for any recital, statement, representation or warranty made by any Borrower or any Subsidiary or Affiliate of a Borrower, 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, 57 FIVE-YEAR CREDIT AGREEMENT enforceability or sufficiency of this Agreement or any other Loan Document, or for any failure of any Borrower Loan Party or any other party to any Loan Document to perform its obligations hereunder or thereunder. No Administrative Agent-Related Person shall be under any obligation to any Bank Lender or participant 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 any Borrower Loan Party or any of its Subsidiaries or Affiliates Affiliate thereof.

Liability of Administrative Agent. No None of the Administrative Agent-Related Person 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 (except for its own gross negligence or willful misconduct in connection with its duties expressly set forth hereinmisconduct), or (bii) be responsible in any manner to any Bank or participant of the Banks for any recital, statement, representation or warranty made by any Borrower the Company or any Subsidiary or Affiliate of a Borrowerthe Company, or any officer thereof, 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 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 any failure of any Borrower the Company or any other party to any Loan Document to perform its obligations hereunder or thereunder. No Administrative Agent-Related Person shall be under any obligation to any Bank or participant to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of any Borrower the Company or any of its the Company's Subsidiaries or Affiliates thereofAffiliates.

Liability of Administrative Agent. No Administrative None of the Agent-Related Person 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 (except for its such Agent-Related Person’s own gross negligence or willful misconduct in connection with its duties expressly set forth hereinmisconduct), or (bii) be responsible in any manner to any Bank of the Lenders or participant their participants for any recital, statement, representation or warranty made by any Borrower the Company or any Subsidiary or Affiliate of a Borrowerthe Company, or any officer thereof, contained herein in this Agreement or in any other Loan Document, or in any certificate, report, 106 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 any failure of any Borrower the Company or any other party to any Loan Document to perform its obligations hereunder or thereunder. No Administrative Agent-Related Person shall be under any obligation to any Bank Lender or participant to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of any Borrower the Company or any of its the Company’s Subsidiaries or Affiliates thereofAffiliates; 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, including for the avoidance of doubt any action that may be in violation of the automatic stay under any bankruptcy or insolvency law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any bankruptcy or insolvency law.

Liability of Administrative Agent. No None of the Administrative Agent-Related Person 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 (except for its own gross negligence or willful misconduct in connection with its duties expressly set forth hereinmisconduct), or (bii) be responsible in any manner to any Bank or participant of the Lenders for any recital, statement, representation or warranty made by any the Borrower or any Subsidiary or Affiliate of a the Borrower, 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 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 any failure of any the Borrower or any other party to any Loan Document to perform its obligations hereunder or thereunder. No Administrative Agent-Related Person shall be under any obligation to any Bank or participant Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of any the Borrower or any of its the Borrower’s Subsidiaries or Affiliates thereofAffiliates.

Liability of Administrative Agent. No Administrative Agent-Related 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 Bank Lender or participant for any recital, statement, representation or warranty made by any Borrower the Company or any Subsidiary or Affiliate of a Borrowerthe Company, 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 sufficiency of this Agreement or any other Loan Document, or for any failure of the Company or any Borrower Subsidiary or Affiliate of the Company or any other party to any Loan Document to perform its obligations hereunder or thereunder. No Administrative Agent-Related Person shall be under any obligation to any Bank Lender or participant to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of any Borrower the Company or any of its the Company's Subsidiaries or Affiliates thereofAffiliates.

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

Liability of Administrative Agent. No None of the Administrative Agent-Related Person 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 Agreement, any Letter of Credit 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 hereinmisconduct), or (bi) be responsible in any manner to any Bank or participant of the Banks for any recital, statement, representation or warranty made by any Borrower the Company or any Subsidiary or Affiliate of a Borrowerthe Company, or any officer thereof, contained herein in this Agreement, in any Letter of Credit or in any other Loan Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Agreement Agreement, any Letter of Credit or any other Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement Agreement, any Letter of Credit or any other Loan Document, or for any failure of any Borrower the Company or any other party to any Loan Document to perform its obligations hereunder or thereunder. No Administrative Agent-Related Agent‑Related Person shall be under any obligation to any Bank or participant to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement Agreement, any Letter of Credit or any other Loan Document, or to inspect the propertiesProperties, books or records of any Borrower the Company or any of its the Company’s Subsidiaries or Affiliates thereofAffiliates.

Liability of Administrative Agent. No Administrative None of the Agent-Related Person Persons 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 hereinmisconduct), or (b) be responsible in any manner to any of the Lenders (or Bank or participant Product Providers) for any recital, statement, representation or warranty made by Parent, any Borrower or any Subsidiary of its Restricted Subsidiaries or Affiliate of a BorrowerAffiliates, or any officer or director 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 sufficiency of this Agreement or any other Loan Document, or for any failure of Parent, any Borrower or its Restricted Subsidiaries or any other party to any Loan Document to perform its obligations hereunder or thereunder. No Administrative Agent-Related Person shall be under any obligation to any Lenders (or Bank or participant Product Providers) to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the propertiesbooks and records or properties of Parent, books or records of any Borrower or any of its Subsidiaries or Affiliates thereof.Restricted Subsidiaries. 15.4

Liability of Administrative Agent. No Administrative None of the --------------------------------- Agent-Related Person 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 (except for its own gross negligence or willful misconduct in connection with its duties expressly set forth hereinmisconduct), or (bii) be responsible in any manner to any Bank or participant of the Lenders for any recital, statement, representation or warranty made by any the Borrower or any Subsidiary or Affiliate of a the Borrower, 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 sufficiency of this Agreement or any other Loan Document, or for any failure of any the Borrower or any other party to any Loan Document to perform its obligations hereunder or thereunder. No Administrative Agent-Related Person shall be under any obligation to any Bank or participant Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of any the Borrower or any of its the Borrower's Subsidiaries or Affiliates thereofAffiliates.

Liability of Administrative Agent. No None of the Administrative Agent-Related Person 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 (except for its own gross negligence or willful misconduct in connection with its duties expressly set forth hereinmisconduct), or (bii) be responsible in any manner to any Bank or participant of the Lenders for any recital, statement, representation or warranty made by any the Borrower or any Subsidiary of its Subsidiaries or Affiliate Affiliates of a the Borrower, 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 sufficiency of this Agreement or any other Loan Document, or for any failure of any the Borrower or any other party to any Loan Document to perform its obligations hereunder or thereunder. No Administrative Agent-Related Person shall be under any obligation to any Bank or participant Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of any the Borrower or any of its Subsidiaries or Affiliates thereofAffiliates.

Liability of Administrative Agent. No Administrative Agent-Related 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 Bank Lender or participant for any recital, statement, representation or warranty made by any Borrower or any Subsidiary or Affiliate of a Borrower, Company or any officer thereof, contained herein or in any other Loan Document, or in any certificate, LETTER OF CREDIT AND REIMBURSEMENT AGREEMENT report, statement statement, or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Agreement or any other Loan Document, or the validity, effectiveness, genuineness, enforceability enforceability, or sufficiency of this Agreement or any other Loan Document, or for any failure of any Borrower Company or any other party to any Loan Document to perform its obligations hereunder or thereunder. No Administrative Agent-Related Person shall be under any obligation to any Bank Lender or participant to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books books, or records of any Borrower Company or any of its Subsidiaries or Affiliates Affiliate thereof.

Liability of Administrative Agent. No Administrative Agent-Related Person Agent‑Related Persons 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 Agreement, any other Loan Document or the Environmental Agreement or the transactions contemplated hereby (except for its own gross negligence or willful misconduct in connection with its duties expressly set forth hereinmisconduct), or (b) be responsible in any manner to any Bank or participant Lender for any recital, statement, representation or warranty made by any Borrower or any Subsidiary subsidiary or Affiliate of a Borrower, or any officer thereof, contained herein herein, or in any other Loan DocumentDocument or the Environmental Agreement, or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Agreement or Agreement, any other Loan DocumentDocument or the Environmental Agreement, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or Agreement, any other Loan DocumentDocument or the Environmental Agreement, or for any failure of any Borrower or any other party to any Loan Document or the Environmental Agreement to perform its obligations hereunder or thereunder. No Administrative Agent-Related Agent‑Related Person shall be under any obligation to any Bank or participant Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan DocumentDocument or the Environmental Agreement, or to inspect the properties, books or records of any Borrower Borrower, Guarantor, or any of its Subsidiaries or Affiliates thereoftheir Affiliates.

Liability of Administrative Agent. No None of the Administrative Agent-Related Person 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 (except for its own gross negligence or willful misconduct in connection with its duties expressly set forth hereinmisconduct), or (bii) be responsible in any manner to any Bank or participant of the Lenders for any recital, statement, representation or warranty made by any Borrower Holdings or any Subsidiary or Affiliate of a BorrowerHoldings, 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 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 any failure of any Borrower Loan Party or any other party to any Loan Document to perform its obligations hereunder or thereunder. No Administrative Agent-Related Person shall be under any obligation to any Bank or participant Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of any Borrower Holdings or any of its Subsidiaries or Affiliates thereofAffiliates.

Liability of Administrative Agent. No None of the Administrative --------------------------------- Agent-Related Person Persons 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 hereinmisconduct), or (b) be responsible in any manner to any Bank or participant of the Banks for any recital, statement, representation or warranty made by any Borrower the Company or any Subsidiary or Affiliate of a Borrowerthe Company, 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 sufficiency of this Agreement or any other Loan Document, or for any failure of any Borrower the Company or any other party to any Loan Document to perform its obligations hereunder or thereunder. No Administrative Agent-Related Person shall be under any obligation to any Bank or participant to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of any Borrower the Company or any of its the Company's Subsidiaries or Affiliates thereofAffiliates.

Liability of Administrative Agent. No None of the Administrative Agent-Related Person 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 (except 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 Bank of the Banks or participant for any recital, statement, representation or warranty made by any Borrower the Company or any Subsidiary or Affiliate of a Borrowerthe Company, 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 sufficiency of this Agreement or any other Loan Document, or for any failure of any Borrower the Company or any other party to any Loan Document to perform its obligations hereunder or thereunder. No Administrative Agent-Related Person shall be under any obligation to any Bank or participant to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the propertiesProperties, books or records of any Borrower the Company or any of its the Company's Subsidiaries or Affiliates thereofAffiliates.

Liability of Administrative Agent. No Neither Administrative Agent-Agent nor any Related Person Party of 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 and thereby (except for its own gross negligence or willful misconduct misconduct, as determined by a final, non-appealable decision of a court of competent jurisdiction, in connection with its duties expressly set forth out herein), or (b) be responsible in any manner to any Bank Lender or participant for any recital, statement, representation or warranty made by any Borrower or any Subsidiary or Affiliate of a Borrower, 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 with any other Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document, or for any failure of any Borrower or any other party to any Loan Document to perform its obligations hereunder or thereunder. No Related Party of Administrative Agent-Related Person Agent shall be under any obligation to any Bank Lender or participant to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the propertiesProperties, books or records of any Borrower or any of its Subsidiaries or Affiliates Affiliate thereof.

Liability of Administrative Agent. No None of the Administrative Agent-Related Person 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 (except for its own gross negligence or willful misconduct in connection with its duties expressly set forth hereinmisconduct), or (bii) be responsible in any manner to any Bank or participant of the Lenders for - 41 - Mattel, Inc. Amended and Restated Credit Agreement any recital, statement, representation or warranty made by any Borrower the Company or any Subsidiary or Affiliate of a Borrowerthe Company, 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 for the value of any Collateral or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document, or for any failure of any Borrower the Company or any other party to any Loan Document to perform its obligations hereunder or thereunder. No Administrative Agent-Related Person shall be under any obligation to any Bank or participant Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the propertiesProperties, books or records of any Borrower the Company or any of its the Company's Subsidiaries or Affiliates thereofAffiliates.

Liability of Administrative Agent. No Administrative Agent-Related 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 misconduct, as determined by the final judgment of a court of competent jurisdiction, in connection with its duties expressly set forth herein), or (b) be responsible in any manner to any Bank Lender or participant for any recital, statement, representation or warranty made by any the Borrower or any Subsidiary or Affiliate of a Borrower, 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 any failure of any the Borrower or any other party to any Loan Document to perform its obligations hereunder or thereunder. No Administrative Agent-Related Person shall be under any obligation to any Bank Lender or participant to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of any the Borrower or any of its Subsidiaries or Affiliates Affiliate thereof.

Liability of Administrative Agent. No Administrative Agent-Related 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 Agreement, any other Loan Document Document, the Intercreditor Agreement or the transactions contemplated hereby or thereby (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 Bank Lender or participant for any recital, statement, representation or warranty made by any Borrower or any Subsidiary or Affiliate of a Borrower, 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 any failure of any Borrower Loan Party or any other party to any Loan Document to perform its obligations hereunder or thereunder. No Administrative Agent-Related Person shall be under any obligation to any Bank Lender or participant to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of any Borrower Loan Party or any of its Subsidiaries or Affiliates Affiliate thereof.

Liability of Administrative Agent. No None of Administrative Agent-Related Person Persons 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 hereinmisconduct), or (b) be responsible in any manner to any of the Lenders (or Bank or participant Product Providers) for any recital, statement, representation or warranty made by any Borrower or any Subsidiary of its Subsidiaries or Affiliate of a BorrowerAffiliates, or any officer or director 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 sufficiency of this Agreement or any other Loan Document, or for any failure of any Borrower or its Subsidiaries or any other party to any Loan Document to perform its obligations hereunder or thereunder. No Administrative Agent-Related Person shall be under any obligation to any Lenders (or Bank or participant Product Providers) to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books and records or records properties of any Borrower or any of its Subsidiaries or Affiliates thereofSubsidiaries.

Liability of Administrative Agent. No Administrative None of the Agent-Related Person 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 (except 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 Bank Lender or participant Participant for any recital, statement, representation or warranty made by any Borrower the Borrowers or any Subsidiary or Affiliate of a Borrowerthe Company, 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 sufficiency of this Agreement or any other Loan Document, or for any failure of any Borrower the Borrowers or any other party to any Loan Document to perform its obligations hereunder or thereunder. No Administrative Agent-Related Person shall be under any obligation to any Bank Lender or participant 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 any Borrower the Company or any of its the Company’s Subsidiaries or Affiliates thereofAffiliates.

Liability of Administrative Agent. No Administrative None of the Agent-Related Person Persons 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 Bank Lender or participant for any recital, statement, representation or warranty made by any the Borrower or any Subsidiary or Affiliate of a the Borrower, 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 sufficiency of this Agreement or any other Loan Document, or for any failure of any the Borrower or any other party to any Loan Document to perform its obligations hereunder or thereunder. No Administrative Agent-Related Person shall be under any obligation to any Bank Lender or participant to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of any the Borrower or any of its the Borrower's Subsidiaries or Affiliates thereofAffiliates.

Liability of Administrative Agent. No Administrative Agent-Related 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 CREDIT AGREEMENT 44 herein), or (b) be responsible in any manner to any Bank Lender or participant Participant for any recital, statement, representation or warranty made by any the Borrower or any Subsidiary or Affiliate of a Borrower, 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 any failure of any the Borrower or any other party to any Loan Document to perform its obligations hereunder or thereunder. No Administrative Agent-Related Person shall be under any obligation to any Bank Lender or participant 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 any the Borrower or any of its Subsidiaries or Affiliates Affiliate thereof.