Common use of No Responsibility for Certain Matters Clause in Contracts

No Responsibility for Certain Matters. Administrative Agent shall not be responsible to any Lender for the execution, effectiveness, genuineness, validity, enforceability, collectibility or sufficiency of this Agreement or any other Loan Document or for any representations, warranties, recitals or statements made herein or therein or made in any written or oral statements or in any financial or other statements, instruments, reports or certificates or any other documents furnished or made by Administrative Agent to Lenders or by or on behalf of Borrower to Administrative Agent or any Lender in connection with the Loan Documents and the transactions contemplated thereby or for the financial condition or business affairs of Borrower or any other Person liable for the payment of any Obligations, nor shall Administrative Agent be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained in any of the Loan Documents or as to the use of the proceeds of the Loans or the use of the Letters of Credit or as to the existence or possible existence of any Event of Default or Potential Event of Default. Anything contained in this Agreement to the contrary notwithstanding, Administrative Agent shall not have any liability arising from confirmations of the amount of outstanding Loans or the Letter of Credit Usage or the component amounts thereof unless any such liability results from the gross negligence or willful misconduct of Administrative Agent.

No Responsibility for Certain Matters. Administrative Agent shall not be responsible to any Lender for the execution, effectiveness, genuineness, validity, enforceability, collectibility collectability or sufficiency of this Agreement hereof or any other Loan Document or for any representations, warranties, recitals or statements made herein or therein or made in any written or oral statements or in any financial or other statements, instruments, reports or certificates or any other documents furnished or made by Administrative Agent to Lenders or by or on behalf of Borrower any Loan Party to Administrative Agent or any Lender in connection with the Loan Documents and the transactions contemplated thereby or for the financial condition or business affairs of Borrower any Loan Party or any other Person liable for the payment of any Obligations, nor shall Administrative Agent be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained in any of the Loan Documents or as to the use of the proceeds of the Loans or the use of the Letters of Credit or as to the existence or possible existence of any Event of Default or Potential Event of DefaultDefault or to make any disclosures with respect to the foregoing. Anything contained in this Agreement herein to the contrary notwithstanding, Administrative Agent shall not have any liability arising from confirmations of the amount of outstanding Term Loans or the Letter of Credit Usage or the component amounts thereof unless any such liability results from the gross negligence or willful misconduct of Administrative Agentthereof.

No Responsibility for Certain Matters. Administrative No Agent shall not be responsible to any Lender for the execution, effectiveness, genuineness, validity, enforceability, collectibility collectability or sufficiency of this Agreement hereof or any other Loan Financing Document or for any representations, warranties, recitals or statements made herein or therein or made in any written or oral statements or in any financial or other statements, instruments, reports or certificates or any other documents furnished or made by Administrative any Agent to Lenders or by or on behalf of Borrower to Administrative any Agent or any Lender in connection with the Loan Financing Documents and the transactions contemplated thereby or for the financial condition or business affairs of Borrower or any other Person liable for the payment of any Obligations, nor shall Administrative any Agent be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained in any of the Loan Financing Documents or as to the use of the proceeds of the Loans or the use of the Letters of Credit or as to the existence or possible existence of any Event of Default or Potential Event of DefaultDefault or to make any disclosures with respect to the foregoing. Anything contained in this Agreement herein to the contrary notwithstanding, Administrative Agent shall not have any liability arising from confirmations of the amount of outstanding Loans or the Letter of Credit Usage L/C Obligations or the component amounts thereof unless any such liability results from the gross negligence or willful misconduct of Administrative Agentthereof.

No Responsibility for Certain Matters. Administrative No Agent shall not be responsible to any Lender for the execution, effectiveness, genuineness, validity, enforceability, collectibility or sufficiency of this Agreement hereof or any other Loan Credit Document or for any representations, warranties, recitals or statements made herein or therein or made in any written or oral statements or in any financial or other statements, instruments, reports or certificates or any other documents furnished or made by Administrative any Agent to the Lenders or by or on behalf of the Borrower or any Lender to Administrative any Agent or any Lender in connection with the Loan Credit Documents and the transactions contemplated thereby or for the financial condition or business affairs of the Borrower or any other Person liable for the payment of any Obligations, nor shall Administrative any Agent be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained in any of the Loan Credit Documents or as to the use of the proceeds of the Loans or the use of the Letters of Credit or as to the existence or possible existence of any Event of Default or Potential Event of DefaultDefault or to make any disclosures with respect to the foregoing. Anything contained in this Agreement Notwithstanding anything to the contrary notwithstandingcontained herein, the Administrative Agent shall not have any liability arising from confirmations of the amount of outstanding Loans or the Letter of Credit Usage or the component amounts thereof unless any such liability results from the gross negligence or willful misconduct of Administrative Agentthereof.

No Responsibility for Certain Matters. The Administrative Agent shall not be responsible to any Lender Holder for the execution, effectiveness, genuineness, validity, enforceability, collectibility collectability or sufficiency of this Agreement hereof or any other Loan Note Document or for any representations, warranties, recitals or statements made herein or therein or made in any written or oral statements or in any financial or other statements, instruments, reports or certificates or any other documents furnished or made by the Administrative Agent to Lenders Holders or by or on behalf of Borrower any Note Party to the Administrative Agent or any Lender Holder in connection with the Loan Note Documents and the transactions contemplated thereby or for the financial condition or business affairs of Borrower any Note Party or any other Person liable for the payment of any Obligations, nor shall the Administrative Agent be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained in any of the Loan Note Documents or as to the use of the proceeds of the Loans or the use of the Letters of Credit Notes or as to the existence or possible existence of any Event of Default or Potential Event of DefaultDefault or to make any disclosures with respect to the foregoing. Anything contained in this Agreement herein to the contrary notwithstanding, the Administrative Agent shall not have any liability arising from confirmations of the amount of outstanding Loans or the Letter of Credit Usage Notes or the component amounts thereof unless any such liability results from the gross negligence or willful misconduct of Administrative Agentthereof.

No Responsibility for Certain Matters. Administrative No Agent shall not be responsible to any Lender for the execution, effectiveness, genuineness, validity, enforceability, collectibility collectability or sufficiency of this Agreement hereof or any other Loan Credit Document or for any representations, warranties, recitals or statements made herein or therein or made in any written or oral statements or in any financial or other statements, instruments, reports or certificates or any other documents furnished or made by Administrative any Agent to Lenders or by or on behalf of Borrower any Credit Party to Administrative any Agent or any Lender in connection with the Loan Credit Documents and the transactions contemplated thereby or for the financial condition or business affairs of Borrower any Credit Party or any other Person liable for the payment of any Obligations, nor shall Administrative any Agent be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained in any of the Loan Credit Documents or as to the use of the proceeds of the Term Loans or the use of the Letters of Credit or as to the existence or possible existence of any Event of Default or Potential Event of DefaultDefault or to make any disclosures with respect to the foregoing. Anything contained in this Agreement herein to the contrary notwithstanding, Administrative Agent shall not have any liability arising from confirmations of the amount of outstanding Term Loans or the Letter of Credit Usage or the component amounts thereof unless any such liability results from the gross negligence or willful misconduct of Administrative Agentthereof.

No Responsibility for Certain Matters. Administrative No Agent shall not be responsible to any Lender for the execution, effectiveness, genuineness, validity, enforceability, collectibility or sufficiency of this Agreement or any other Loan Document or for any representations, warranties, recitals or statements made herein or therein or made in any written or oral statements or in any financial or other statements, instruments, reports or certificates or any other documents furnished or made by Administrative such Agent to Lenders or by or on behalf of any Borrower to Administrative such Agent or any Lender in connection with the Loan Documents and the transactions contemplated thereby or for the financial condition or business affairs of Borrower Borrowers or any other Person liable for the payment of any Obligations, nor shall Administrative such Agent be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained in any of the Loan Documents or as to the use of the proceeds of the Loans or the use of the Letters of Credit or as to the existence or possible existence of any Event of Default or Potential Event of Default. Anything contained in this Agreement to the contrary notwithstanding, Administrative Agent shall not have any liability arising from confirmations of the amount of outstanding Loans or the Letter of Credit Usage or the component amounts thereof unless any such liability results from the gross negligence or willful misconduct of Administrative Agentthereof.

No Responsibility for Certain Matters. Except for Administrative Agent’s failure to perform a specifically required task set forth herein (and which failure constitutes gross negligence, bad faith or willful misconduct, as determined by a court of competent jurisdiction in a final, non-appealable order), Administrative Agent shall not be responsible to any Lender for the execution, effectiveness, genuineness, validity, enforceability, collectibility collectability or sufficiency of this Agreement hereof or any other Loan Document Program Agreement or with respect to any other party for any representations, warranties, recitals or statements made herein or therein or made in any written or oral statements or in any financial or other statements, instruments, reports or certificates or any other documents furnished or made by Administrative Agent to Lenders or by or on behalf of Borrower to Administrative Agent Buyer or any Lender other party in connection with the Loan Documents Program Agreements and the transactions contemplated thereby or for the financial condition or business affairs of Borrower Seller or any other Person liable for the payment of any Obligations, nor shall Administrative Agent be required (except as set forth herein or in the Program Agreements) to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained in any of the Loan Documents Program Agreements or as to the use of the proceeds of the Loans or the use of the Letters of Credit Transactions or as to the existence or possible existence of any Event of Default or Potential Event of Default. Anything contained in this Agreement to the contrary notwithstanding, Administrative Agent shall not have any liability arising from confirmations of the amount of outstanding Loans or the Letter of Credit Usage or the component amounts thereof unless any such liability results from the gross negligence or willful misconduct of Administrative Agent.

No Responsibility for Certain Matters. Administrative No Agent shall not be responsible to any Lender for the execution, effectiveness, genuineness, validity, enforceability, collectibility collectability or sufficiency of this Agreement hereof or any other Loan Document Document, the perfection or priority of any Lien, or for any representations, warranties, recitals or statements made herein or therein or made in any written or oral statements or in any financial or other statements, instruments, reports or certificates or any other documents furnished or made by Administrative any Agent to Lenders or by or on behalf of Borrower any Loan Party or to Administrative Agent or any Lender in connection with the Loan Documents and the transactions contemplated thereby or for the financial condition or business affairs of Borrower any Loan Party or any other Person liable for the payment of any Obligations, nor shall Administrative any Agent be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained in any of the Loan Documents or as to the use of the proceeds of the Loans or the use of the Letters of Credit or as to the existence or possible existence of any Event of Default or Potential Event of DefaultDefault or to make any disclosures with respect to the foregoing. Anything contained in this Agreement herein to the contrary notwithstanding, the Administrative Agent shall not have any liability arising from confirmations of the amount of outstanding Loans or the Letter of Credit Usage or the component amounts thereof unless any such liability results from the gross negligence or willful misconduct of Administrative Agentthereof.

No Responsibility for Certain Matters. Administrative No Agent shall not be responsible to any Lender for the execution, effectiveness, genuineness, validity, enforceability, collectibility collectability or sufficiency of this Agreement hereof or any other Loan Credit Document or for any representations, warranties, recitals or statements made herein or therein or made in any written or oral statements or in any financial or other statements, instruments, reports or certificates or any other documents furnished or made by Administrative any Agent to Lenders or by or on behalf of Borrower any Credit Party to Administrative any Agent or any Lender in connection with the Loan Credit Documents and the transactions contemplated thereby or for the financial condition or business affairs of Borrower any Credit Party or any other Person liable for the payment of any Obligations, nor shall Administrative any Agent be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained in any of the Loan Credit Documents or as to the use of the proceeds of the Loans or the use of the Letters of Credit or as to the existence or possible existence of any Event of Default or Potential Event of DefaultDefault or to make any disclosures with respect to the foregoing. Anything contained in this Agreement herein to the contrary notwithstanding, the Administrative Agent shall not have any liability arising from confirmations of the amount of outstanding Loans or the Letter of Credit Usage or the component amounts thereof unless any such liability results from the gross negligence or willful misconduct of Administrative Agentthereof.

No Responsibility for Certain Matters. The Administrative Agent shall not be responsible to any Lender for the execution, effectiveness, genuineness, validity, enforceability, collectibility collectability or sufficiency of this Agreement hereof or any other Loan Document or for any representations, warranties, recitals or statements made herein or therein or made in any written or oral statements or in any financial or other statements, instruments, reports or certificates or any other documents furnished or made by the Administrative Agent to the Lenders or by or on behalf of Borrower to Administrative Agent any Credit Party or any Lender in connection with the Loan Documents and the transactions contemplated thereby or for the financial condition or business affairs of Borrower any Credit Party or any other Person liable for the payment of any Obligations, nor shall the Administrative Agent be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained in any of the Loan Documents or as to the use of the proceeds of the Loans or the use of the Letters of Credit or as to the existence or possible existence of any Event of Default or Potential Event of DefaultDefault or to make any disclosures with respect to the foregoing. Anything contained in this Agreement herein to the contrary notwithstanding, the Administrative Agent shall not have any liability arising from confirmations of the amount of outstanding Term Loans or the Letter of Credit Usage or the component amounts thereof unless any such liability results from the gross negligence or willful misconduct of Administrative Agentthereof.

No Responsibility for Certain Matters. Administrative Agent shall not be responsible to any Lender for the execution, effectiveness, genuineness, validity, enforceability, collectibility or sufficiency of this Agreement or any other Loan Document or for any representations, warranties, recitals or statements made herein or therein or made in any written or oral statements or in any financial or other statements, instruments, reports or certificates or any other documents furnished or made by Administrative Agent to Lenders or by or on behalf of Borrower Company to Administrative Agent or any Lender in connection with the Loan Documents and the transactions contemplated thereby or for the financial condition or business affairs of Borrower Company or any other Person liable for the payment of any Obligations, nor shall Administrative Agent be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained in any of the Loan Documents or as to the use of the proceeds of the Loans or the use of the Letters of Credit or as to the existence or possible existence of any Event of Default or Potential Event of Default. Anything contained in this Agreement to the contrary notwithstanding, Administrative Agent shall not have any liability arising from confirmations of the amount of outstanding Loans or the Letter of Credit Usage or the component amounts thereof unless any such liability results from the gross negligence or willful misconduct of Administrative Agentthereof.

No Responsibility for Certain Matters. Administrative No Agent shall not be responsible to any Lender for the execution, effectiveness, genuineness, validity, enforceability, collectibility collectability or sufficiency of this Agreement hereof or any other Loan Credit Document or for any representations, warranties, recitals or statements made herein or therein or made in any written or oral statements or in any financial or other statements, instruments, reports or certificates or any other documents furnished or made by Administrative any Agent to Lenders or by or on behalf of Borrower any Credit Party to Administrative any Agent or any Lender in connection with the Loan Credit Documents and the transactions contemplated thereby or for the financial condition or business affairs of Borrower any Credit Party or any other Person liable for the payment of any Obligations, nor shall Administrative any Agent be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained in any of the Loan Credit Documents or as to the use of the proceeds of the Loans or the use of the Letters of Credit or as to the existence or possible existence of any Event of Default or Potential Event of DefaultDefault or to make any disclosures with respect to the foregoing except as expressly set forth in the Credit Documents. Anything contained in this Agreement herein to the contrary notwithstanding, Administrative Agent shall not have any liability arising from confirmations of the amount of outstanding Loans or Loans, except to the Letter of Credit Usage or the component amounts thereof unless any such liability results from the gross negligence or willful misconduct of Administrative Agentextent it would be liable therefor pursuant to section 9.3(b).

No Responsibility for Certain Matters. Administrative No Agent shall not be responsible to any Lender for the execution, effectiveness, genuineness, validity, enforceability, collectibility or sufficiency of this Agreement or any other Loan Document or for any representations, warranties, recitals or statements made herein or therein or made in any written or oral statements statement or in any financial or other statements, instruments, reports or certificates or any other documents furnished or made by Administrative any Agent to Lenders or by or on behalf of Borrower Company and/or its Subsidiaries to Administrative any Agent or any Lender in connection with the Loan Documents and the transactions contemplated thereby or for the financial condition or business affairs of Borrower Company or any other Person liable for the payment of any Obligations, nor shall Administrative any Agent be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained in any of the Loan Documents or as to the use of the proceeds of the Loans or the use of the Letters of Credit or as to the existence or possible existence of any Event of Default or Potential Event of Default. Anything contained in this Agreement to the contrary notwithstanding, neither Co-Administrative Agent shall not have any liability arising from confirmations of the amount of outstanding Loans or the Letter Total Utilization of Credit Usage Revolving Loan Commitments or the component amounts thereof unless any such liability results from the gross negligence or willful misconduct of Administrative Agentthereof.

No Responsibility for Certain Matters. Except for Administrative Agent’s failure to perform a specifically required task set forth herein (and which failure constitutes gross negligence, bad faith or willful misconduct, as determined by a court of competent jurisdiction in a final, non-appealable order), Administrative Agent shall not be responsible to any Lender for the execution, effectiveness, genuineness, validity, enforceability, collectibility collectability or sufficiency of this Agreement hereof or any other Loan Document Program Agreement or with respect to any other party for any representations, warranties, recitals or statements made herein or therein or made in any written or oral statements or in any financial or other statements, instruments, reports or certificates or any other documents furnished or made by Administrative Agent to Lenders or by or on behalf of Borrower to Administrative Agent Buyers or any Lender other party in connection with the Loan Documents Program Agreements and the transactions contemplated thereby or for the financial condition or business affairs of Borrower any Seller Party or any other Person liable for the payment of any Obligations, nor shall Administrative Agent be required (except as set forth herein or in the Program Agreements) to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained in any of the Loan Documents Program Agreements or as to the use of the proceeds of the Loans or the use of the Letters of Credit Transactions or as to the existence or possible existence of any Event of Default or Potential Event of Default. Anything contained in this Agreement to the contrary notwithstanding, Administrative Agent shall not have any liability arising from confirmations of the amount of outstanding Loans or the Letter of Credit Usage or the component amounts thereof unless any such liability results from the gross negligence or willful misconduct of Administrative Agent.

No Responsibility for Certain Matters. Administrative No Agent shall not be responsible to any Lender for the execution, effectiveness, genuineness, validity, enforceability, collectibility collectability or sufficiency of this Agreement hereof or any other Loan Document or for any representations, warranties, recitals or statements made herein or therein or made in any written or oral statements or in any financial or other statements, instruments, reports or certificates or any other documents furnished or made by Administrative any Agent to Lenders or by or on behalf of Borrower any Obligor to Administrative any Agent or any Lender in connection with the Loan Documents and the transactions contemplated thereby or for the financial condition or business affairs of Borrower any Obligor or any other Person liable for the payment of any Obligations, nor shall Administrative any Agent be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained in any of the Loan Documents or as to the use of the proceeds of the Loans or the use of the Letters of Credit or as to the existence or possible existence of any Event of Default or Potential Event of DefaultDefault or to make any disclosures with respect to the foregoing. Anything contained in this Agreement herein to the contrary notwithstanding, Administrative Agent shall not have any liability arising from confirmations of the amount of outstanding Loans or the Letter of Credit Usage or the component amounts thereof unless any such liability results from the gross negligence or willful misconduct of Administrative AgentLoans.

No Responsibility for Certain Matters. Administrative Agent shall not be responsible to any Lender for the execution, effectiveness, genuineness, validity, enforceability, collectibility or sufficiency of this Agreement or any other Loan Document or for any representations, warranties, recitals or statements made herein or therein or made in any written or oral statements or in any financial or other statements, instruments, reports or certificates or any other documents furnished or made by Administrative Agent to Lenders or by or on behalf of Borrower to Administrative Agent or any Lender in connection with the Loan Documents and the transactions contemplated thereby or for the financial condition or business affairs of Borrower or any other Person liable for the payment of any Obligations, nor shall Administrative Agent be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained in any of the Loan Documents or as to the use of the proceeds of the Loans or the use of the Letters of Credit or as to the existence or possible existence of any Event of Default or Potential Event of Default. Anything contained in this Agreement to the contrary notwithstanding, Administrative Agent shall not have any liability arising from confirmations of the amount of outstanding Loans or the Letter of Credit Usage or the component amounts thereof unless any such liability results from the gross negligence or willful misconduct of Administrative Agentthereof.

No Responsibility for Certain Matters. Administrative No Agent shall not be responsible to any Lender for the execution, effectiveness, genuineness, validity, enforceability, collectibility or sufficiency of this Agreement hereof or any other Loan Credit Document or for any representations, warranties, recitals or statements made herein or therein or made in any written or oral statements or in any financial or other statements, instruments, reports or certificates or any other documents furnished or made by Administrative any Agent to Lenders or by or on behalf of Borrower any Credit Party to Administrative any Agent or any Lender in connection with the Loan Credit Documents and the transactions contemplated thereby or for the financial condition or business affairs of Borrower any Credit Party or any other Person liable for the payment of any Obligations, nor shall Administrative any Agent be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained in any of the Loan Credit Documents or as to the use of the proceeds of the Loans or the use of the Letters of Credit or as to the existence or possible existence of any Event of Default or Potential Event of DefaultDefault or to make any disclosures with respect to the foregoing. Anything contained in this Agreement herein to the contrary notwithstanding, Administrative Agent shall not have any liability arising from confirmations of the amount of outstanding Loans or the Letter of Credit Usage or the component amounts thereof unless any such liability results from the gross negligence or willful misconduct of Administrative Agentthereof.

No Responsibility for Certain Matters. Administrative No Agent shall not be responsible to any Lender for the execution, effectiveness, genuineness, validity, enforceability, collectibility or sufficiency of this Agreement or any other Loan Document or for any representations, warranties, recitals or statements made herein or therein or made in any written or oral statements statement or in any financial or other statements, instruments, reports or certificates or any other documents furnished or made by Administrative any Agent to Lenders or by or on behalf of Borrower Company and/or its Subsidiaries to Administrative any Agent or any Lender in connection with the Loan Documents and the transactions contemplated thereby or for the financial condition or business affairs of Borrower Company or any other Person liable for the payment of any Obligations, nor shall Administrative any Agent be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained in any of the Loan Documents or as to the use of the proceeds of the Loans or the use of the Letters of Credit or as to the existence or possible existence of any Event of Default or Potential Event of Default. Anything contained in this Agreement to the contrary notwithstanding, Administrative Agent shall not have any no liability arising from confirmations of the amount of outstanding Loans or the Letter Total Utilization of Credit Usage Revolving Loan Commitments or the component amounts thereof unless any such liability results from the gross negligence or willful misconduct of Administrative Agent.thereof

No Responsibility for Certain Matters. Administrative No Agent shall not be responsible to any Lender for the execution, effectiveness, genuineness, validity, enforceability, collectibility collectability or sufficiency of this Agreement hereof or any other Loan Credit Document or for any representations, warranties, recitals or statements made herein or therein or made in any written or oral statements or in any financial or other statements, instruments, reports or certificates or any other documents furnished or made by Administrative any Agent to the Lenders or by or on behalf of Borrower any Credit Party to Administrative any Agent or any Lender in connection with the Loan Credit Documents and the transactions contemplated thereby or for the financial condition or business affairs of Borrower any Credit Party or any other Person liable for the payment of any Revolving Obligations, nor shall Administrative any Agent be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained in any of the Loan Credit Documents or as to the use of the proceeds of the Loans or the use of the Letters of Credit or as to the existence or possible existence of any Default or Event of Default or Potential Event of Defaultto make any disclosures with respect to the foregoing. Anything contained in this Agreement herein to the contrary notwithstanding, the Administrative Agent shall not have any liability arising from confirmations of the amount of outstanding Loans or the Letter of Credit Usage or the component amounts thereof unless any such liability results from the gross negligence or willful misconduct of Administrative Agentthereof.

No Responsibility for Certain Matters. Administrative Agent shall not be responsible to any Lender for the execution, effectiveness, genuineness, validity, enforceability, collectibility or sufficiency of this Agreement or any other Loan Document or for any representations, warranties, recitals or statements made herein or therein or made in any written 116 or oral statements or in any financial or other statements, instruments, reports or certificates or any other documents furnished or made by Administrative Agent to Lenders or by or on behalf of Borrower Company to Administrative Agent or any Lender in connection with the Loan Documents and the transactions contemplated thereby or for the financial condition or business affairs of Borrower Company or any other Person liable for the payment of any Obligations, nor shall Administrative Agent be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained in any of the Loan Documents or as to the use of the proceeds of the Loans or the use of the Letters of Credit or as to the existence or possible existence of any Event of Default or Potential Event of Default. Anything contained in this Agreement to the contrary notwithstanding, Administrative Agent shall not have any liability arising from confirmations of the amount of outstanding Loans or the Letter of Credit Usage or the component amounts thereof unless any such liability results from the gross negligence or willful misconduct of Administrative Agentthereof.

No Responsibility for Certain Matters. Administrative No Agent shall not be responsible to any Lender for the execution, effectiveness, genuineness, validity, enforceability, collectibility or sufficiency of this Agreement hereof or any other Loan Document or for any representations, warranties, recitals or statements made herein or therein or made in any written or oral statements or in any financial or other statements, instruments, reports or certificates or any other documents furnished or made by Administrative any Agent to Lenders or by or on behalf of Borrower any Loan Party to Administrative any Agent or any Lender in connection with the Loan Documents and the transactions contemplated thereby or for the financial condition or business affairs of Borrower any Loan Party or any other Person liable for the payment of any Obligations, nor shall Administrative any Agent be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained in any of the Loan Documents or as to the use of the proceeds of the Loans or the use of the Letters of Credit or as to the existence or possible existence of any Event of Default or Potential Event of DefaultDefault or to make any disclosures with respect to the foregoing. Anything contained in this Agreement herein to the contrary notwithstanding, Administrative Agent shall not have any liability arising from confirmations of the amount of outstanding Loans or the Letter of Letter-of-Credit Usage or the component amounts thereof unless any such liability results from the gross negligence or willful misconduct of Administrative Agentthereof.

No Responsibility for Certain Matters. Administrative No Agent shall not be responsible to any Lender for the execution, effectiveness, genuineness, validity, enforceability, collectibility or sufficiency of this Agreement or any other Loan Document or for any representations, warranties, recitals or statements made herein or therein or made in any written or oral statements or in any financial or other statements, instruments, reports or certificates or any other documents furnished or made by Administrative such Agent to Lenders or by or on behalf of Borrower any Obligor to Administrative such Agent or any Lender in connection with the Loan Documents and the transactions contemplated thereby or for the financial condition or business affairs of Borrower any Obligor or any other Person liable for the payment of any Obligations, nor shall Administrative any Agent be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained in any of the Loan Documents or as to the use of the proceeds of the Loans or the use of the Letters of Credit or as to the existence or possible existence of any Event of Default or Potential Event of Default. Anything contained in this Agreement to the contrary notwithstanding, Administrative Agent shall not have any liability arising from confirmations of the amount of outstanding Loans or the Letter of Credit Usage or the component components amounts thereof unless any such liability results from the gross negligence or willful misconduct of Administrative Agentthereof.

No Responsibility for Certain Matters. Administrative Agent shall not be responsible to any Lender for the execution, effectiveness, genuineness, validity, enforceability, collectibility or sufficiency of this Agreement or any other Loan Document or for any representations, warranties, recitals or statements made herein or therein or made in any written or oral statements or in any financial or other statements, instruments, reports or certificates or any other documents furnished or made by Administrative Agent to Lenders or by or on behalf of Borrower Borrowers to Administrative Agent or any Lender in connection with the Loan Documents and the transactions contemplated thereby or for the financial condition or business affairs of Borrower Borrowers or any other Person liable for the payment of any Obligations, nor shall Administrative Agent be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained in any of the Loan Documents or as to the use of the proceeds of the Loans or the use of the Letters of Credit or as to the existence or possible existence of any Event of Default or Potential Event of Default. Anything contained in this Agreement to the contrary notwithstanding, Administrative Agent shall not have any liability arising from confirmations of the amount of outstanding Loans or the Letter of Credit Usage or the component amounts thereof unless any such liability results from the gross negligence or willful misconduct of Administrative Agentthereof.

No Responsibility for Certain Matters. Administrative No Agent shall not be responsible to any Lender for the execution, effectiveness, genuineness, validity, enforceability, collectibility collectability or sufficiency of this Agreement hereof or any other Loan Credit Document or for any representations, warranties, recitals or statements made herein or therein or made in any written or oral statements or in any financial or other statements, instruments, reports or certificates or any other documents furnished or made by Administrative any Agent to Lenders or by or on behalf of Borrower any Credit Party, any Lender or any Person providing the Settlement Service to Administrative any Agent or any Lender in connection with the Loan Credit Documents and the transactions contemplated thereby or for the financial condition or business affairs of Borrower any Credit Party or any other Person liable for the payment of any Obligations, nor shall Administrative any Agent be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained in any of the Loan Credit Documents or as to the use of the proceeds of the Loans or the use of the Letters of Credit or as to the existence or possible existence of any Event of Default or Potential Event of DefaultDefault or to make any disclosures with respect to the foregoing. Anything contained in this Agreement herein to the contrary notwithstanding, Administrative Agent shall not have any liability arising from confirmations of the amount of outstanding Loans or the Letter of Credit Usage or the component amounts thereof unless any such liability results from the gross negligence or willful misconduct of Administrative Agentthereof.

No Responsibility for Certain Matters. Administrative The Agent shall not be responsible to any Lender for the execution, effectiveness, genuineness, validity, enforceability, collectibility collectability or sufficiency of this Agreement hereof or any other Loan Credit Document or for any representations, warranties, recitals or statements made herein or therein or made in any written or oral statements or in any financial or other statements, instruments, reports or certificates or any other documents furnished or made by Administrative the Agent to Lenders or by or on behalf of Borrower any Credit Party to Administrative the Agent or any Lender in connection with the Loan Credit Documents and the transactions contemplated thereby or for the financial condition or business affairs of Borrower any Credit Party or any other Person liable for the payment of any Obligations, nor shall Administrative the Agent be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained in any of the Loan Credit Documents or as to the use of the proceeds of the Loans or the use of the Letters of Credit or as to the existence or possible existence of any Event of Default or Potential Event of Default. Anything contained in this Agreement herein to the contrary notwithstanding, Administrative Agent shall not have any liability arising from confirmations of the amount of outstanding Loans or the Letter of Credit Usage or the component amounts thereof unless any such liability results from the gross negligence or willful misconduct of Administrative AgentLoans.

No Responsibility for Certain Matters. Administrative No Agent shall not be responsible to any Lender for the execution, effectiveness, genuineness, validity, enforceability, collectibility collectability or sufficiency of this Agreement hereof or any other Loan Document or for any representations, warranties, recitals or statements made herein or therein or made in any written or oral statements or in any financial or other statements, instruments, reports or certificates or any other documents furnished or made by Administrative any Agent to Lenders or by or on behalf of Borrower any Loan Party to Administrative any Agent or any Lender in connection with the Loan Documents and the transactions contemplated thereby or for the financial condition or business affairs of Borrower any Loan Party or any other Person liable for the payment of any Obligations, nor shall Administrative any Agent be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained in any of the Loan Documents or as to the use of the proceeds of the Loans or the use of the Letters of Credit or as to the existence or possible existence of any Event of Default or Potential Event of DefaultDefault or to make any disclosures with respect to the foregoing. Anything contained in this Agreement herein to the contrary notwithstanding, the Administrative Agent shall not have any liability arising from confirmations of the amount of outstanding Loans or the usage of Letter of Credit Usage or the component amounts thereof unless any such liability results from the gross negligence or willful misconduct of Administrative Agentthereof.

No Responsibility for Certain Matters. Administrative No Agent shall not be responsible to any Lender for the execution, effectiveness, genuineness, validity, enforceability, collectibility collectability or sufficiency of this Agreement hereof or any other Loan Document Document, or for any representations, warranties, recitals or statements made herein or therein or made in any written or oral statements or in any financial or other statements, instruments, reports or certificates or any other documents furnished or made by Administrative any Agent to the Lenders or by or on behalf of Borrower any Loan Party or to Administrative any Agent or any Lender in connection with the Loan Documents and the transactions contemplated thereby or for the financial condition or business affairs of Borrower any Loan Party or any other Person liable for the payment of any Obligations, nor shall Administrative any Agent be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained in any of the Loan Documents or as to the use of the proceeds of the Loans or the use of the Letters of Credit or as to the existence or possible existence of any Event of Default or Potential Unmatured Event of DefaultDefault or as to the satisfaction of any condition set forth in Section 12 or elsewhere herein (other than to confirm receipt of items expressly required to be delivered to such Agent) or to inspect the properties, books or records of the Company or any of its Subsidiaries or to make any disclosures with respect to the foregoing. Anything contained in this Agreement herein to the contrary notwithstanding, Administrative Agent shall not have any liability arising from confirmations of the amount of outstanding Loans or the Letter of Credit Usage or the component amounts thereof unless any such liability results from the gross negligence or willful misconduct of Administrative Agentthereof.

No Responsibility for Certain Matters. Administrative No Agent shall not be responsible to any Lender for the execution, effectiveness, genuineness, validity, enforceability, collectibility or sufficiency of this Agreement or any other Loan Document or for any representations, warranties, recitals or statements made herein or therein or made in any written or oral statements or in any financial or other statements, instruments, reports or certificates or any other documents furnished or made by Administrative such Agent to Lenders or by or on behalf of Borrower any Loan Party to Administrative such Agent or any Lender in connection with the Loan Documents and the transactions contemplated thereby or for the financial condition or business affairs of any Borrower or any other Person liable for the payment of any Obligations, nor shall Administrative such Agent be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained in any of the Loan Documents or as to the use of the proceeds of the Loans or the use of the Letters of Credit or as to the existence or possible existence of any Event of Default or Potential Event of Default. Anything contained in this Agreement to the contrary notwithstanding, Administrative Agent shall not have any liability arising from confirmations of the amount of outstanding Loans or the Letter of Credit Usage or the component amounts thereof unless any such liability results from the gross negligence or willful misconduct of Administrative Agentthereof.

No Responsibility for Certain Matters. Administrative No Agent shall not be responsible to any Lender for the execution, effectiveness, genuineness, validity, enforceability, collectibility collectability or sufficiency of this Agreement hereof or any other Loan Credit Document or for any representations, warranties, recitals or statements made herein or therein or made in any written or oral statements or in any financial or other statements, instruments, reports or certificates or any other documents furnished or made available by Administrative any Agent to Lenders or by or on behalf of Borrower any Credit Party to Administrative any Agent or any Lender in connection with the Loan Credit Documents and the transactions contemplated thereby or for the financial condition or business affairs of Borrower any Credit Party or any other Person liable for the payment of any Obligations, nor shall Administrative any Agent be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained in any of the Loan Credit Documents or as to the use of the proceeds of the Loans or the use of the Letters of Credit or as to the existence or possible existence of any Event of Default or Potential Event of DefaultDefault or to make any disclosures with respect to the foregoing. Anything contained in this Agreement herein to the contrary notwithstanding, the Administrative Agent shall not have any liability arising from confirmations of the amount of outstanding Loans or the Letter of Credit Usage or the component amounts thereof unless any such liability results from the gross negligence or willful misconduct of Administrative Agentthereof.

No Responsibility for Certain Matters. Administrative No Agent shall not be responsible to any Lender for the execution, effectiveness, genuineness, validity, enforceability, collectibility collectability or sufficiency of this Agreement hereof or any other Loan Financing Document or for any representations, warranties, recitals or statements made herein or therein or made in any written or oral statements or in any financial or other statements, instruments, reports or certificates or any other documents furnished or made by Administrative any Agent to Lenders or by or on behalf of Borrower any Loan Party to Administrative any Agent or any Lender in connection with the Loan Financing Documents and the transactions contemplated thereby or for the financial condition or business affairs of Borrower any Loan Party or any other Person liable for the payment of any Obligations, nor shall Administrative any Agent be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained in any of the Loan Financing Documents or as to the use of the proceeds of the Loans or the use of the Letters of Credit or as to the existence or possible existence of any Event of Default or Potential Event of DefaultDefault or to make any disclosures with respect to the foregoing. Anything contained in this Agreement herein to the contrary notwithstanding, Administrative Agent shall not have any liability arising from confirmations of the amount of outstanding Loans or the Letter of Credit Usage L/C Obligations or the component amounts thereof unless any such liability results from the gross negligence or willful misconduct of Administrative Agentthereof.

No Responsibility for Certain Matters. Administrative Agent shall not be responsible to any Lender for the execution, effectiveness, genuineness, validity, enforceability, collectibility collectability or sufficiency of this Agreement hereof or any other Loan Credit Document or for any representations, warranties, recitals or statements made herein or therein or made in any written or oral statements or in any financial or other statements, instruments, reports or certificates or any other documents furnished or made by Administrative Agent to Lenders or by or on behalf of the Borrower to Administrative Agent or any Lender in connection with the Loan Credit Documents and the transactions contemplated thereby or for the financial condition or business affairs of the Borrower or any other Person liable for the payment of any Obligations, nor shall Administrative Agent be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained in any of the Loan Credit Documents or as to the use of the proceeds of the Loans or the use of the Letters of Credit Term Loan or as to the existence or possible existence of any Event of Default or Potential Event of DefaultDefault or to make any disclosures with respect to the foregoing. Anything contained in this Agreement herein to the contrary notwithstanding, Administrative Agent shall not have any liability arising from confirmations of the amount of outstanding Loans or the Letter of Credit Usage Term Loan or the component amounts thereof unless any such liability results from the gross negligence or willful misconduct of Administrative Agentthereof.

No Responsibility for Certain Matters. Administrative No Agent shall not be responsible to any Lender for the execution, effectiveness, genuineness, validity, enforceability, collectibility collectability or sufficiency of this Agreement hereof or any other Loan Credit Document or for any representations, warranties, recitals or statements made herein or therein or made in any written or oral statements or in any financial or other statements, instruments, reports or certificates or any other documents furnished or made by Administrative any Agent to Lenders or by or on behalf of Borrower any Credit Party to Administrative any Agent or any Lender in connection with the Loan Credit Documents and the transactions contemplated thereby or for the financial condition or business affairs of Borrower any Credit Party or any other Person liable for the payment of any Obligations, nor shall Administrative any Agent be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained in any of the Loan Credit Documents or as to the use of the proceeds of the Loans or the use of the Letters of Credit Term Loan or as to the existence or possible existence of any Event of Default or Potential Event of DefaultDefault or to make any disclosures with respect to the foregoing. Anything contained in this Agreement herein to the contrary notwithstanding, Administrative Agent shall not have any liability arising from confirmations of the amount of outstanding Loans or the Letter of Credit Usage Term Loan or the component amounts thereof unless any such liability results from the gross negligence or willful misconduct of Administrative Agentthereof.

No Responsibility for Certain Matters. Administrative No Agent shall not be responsible to any Lender for the execution, effectiveness, genuineness, validity, enforceability, collectibility collectability, or sufficiency of this Agreement hereof or any other Loan Document or for any representations, warranties, recitals recitals, or statements made herein or therein or made in any written or oral statements or in any financial or other statements, instruments, reports reports, or certificates or any other documents furnished or made by Administrative any Agent to Lenders or by or on behalf of Borrower any Loan Party to Administrative any Agent or any Lender in connection with the Loan Documents and the transactions contemplated thereby or for the financial condition or business affairs of Borrower any Loan Party or any other Person liable for the payment of any Obligations, nor shall Administrative any Agent be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants covenants, or agreements contained in any of the Loan Documents or as to the use of the proceeds of the Loans or the use of the Letters of Credit or as to the existence or possible existence of any Event of Default or Potential Event of DefaultDefault or to make any disclosures with respect to the foregoing. Anything contained in this Agreement herein to the contrary notwithstanding, Administrative Agent shall not have any liability arising from confirmations of the amount of outstanding Loans or the Letter of Credit Usage or the component amounts thereof unless any such liability results from the gross negligence or willful misconduct of Administrative AgentLoans.

No Responsibility for Certain Matters. Administrative Agent shall not be responsible to any Lender for the execution, effectiveness, genuineness, validity, enforceability, collectibility collectability or sufficiency of this Agreement hereof or any other Loan Credit Document or for any representations, warranties, recitals or statements made herein or therein or made in any written or oral statements or in any financial or other statements, instruments, reports or certificates or any other documents furnished or made by Administrative Agent to Lenders or by or on behalf of Borrower to Administrative Agent or any Credit Party, and Lender in connection with the Loan Credit Documents and the transactions contemplated thereby or for the financial condition or business affairs of Borrower any Credit Party or any other Person liable for the payment of any Obligations, nor shall Administrative any Agent be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained in any of the Loan Credit Documents or as to the use of the proceeds of the Loans or the use of the Letters of Credit or as to the existence or possible existence of any Event of Default or Potential Event of DefaultDefault or to make any disclosures with respect to the foregoing. Anything contained in this Agreement herein to the contrary notwithstanding, Administrative neither Agent nor Regions (as the maker of Swingline Loans) nor Issuer shall not have any liability arising from confirmations of the amount of outstanding Loans or the Letter of Credit Usage LC Obligations or the component amounts thereof unless any such liability results from the gross negligence or willful misconduct of Administrative Agentthereof.

No Responsibility for Certain Matters. The Administrative Agent shall not be responsible to any Lender for the execution, effectiveness, genuineness, validity, enforceability, collectibility collectability or sufficiency of this Agreement hereof or any other Loan Document or for any representations, warranties, recitals or statements made herein or therein or made in any written or oral statements or in any financial or other statements, instruments, reports or certificates or any other documents furnished or made by the Administrative Agent to Lenders or by or on behalf of Borrower any Loan Party to the Administrative Agent or any Lender in connection with the Loan Documents and the transactions contemplated thereby or for the financial condition or business affairs of Borrower any Loan Party or any other Person liable for the payment of any Obligations, nor shall the Administrative Agent be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained in any of the Loan Documents or as to the use of the proceeds of the Loans or the use of the Letters of Credit or as to the existence or possible existence of any Event of Default or Potential Event of DefaultDefault or to make any disclosures with respect to the foregoing. Anything contained in this Agreement herein to the contrary notwithstanding, the Administrative Agent shall not have any liability arising from confirmations of the amount of outstanding Loans or the Letter of Credit Usage or the component amounts thereof unless any such liability results from the gross negligence or willful misconduct of Administrative Agentthereof.

No Responsibility for Certain Matters. Except for Administrative Agent’s failure to perform a specifically required task set forth herein (and which failure constitutes gross negligence, bad faith or willful misconduct, as determined by a court of competent jurisdiction in a final, non-appealable order), Administrative Agent shall not be responsible to any Lender for the execution, effectiveness, genuineness, validity, enforceability, collectibility collectability or sufficiency of this Agreement hereof or any other Loan Program Document or with respect to any other party for any representations, warranties, recitals or statements made herein or therein or made in any written or oral statements or in any financial or other statements, instruments, reports or certificates or any other documents furnished or made by Administrative Agent to Lenders or by or on behalf of Borrower to Administrative Agent Buyers or any Lender other party in connection with the Loan Program Documents and the transactions contemplated thereby or for the financial condition or business affairs of Borrower Seller or any other Person liable for the payment of any Obligations, nor shall Administrative Agent be required (except as set forth herein or in the Program Documents) to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained in any of the Loan Program Documents or as to the use of the proceeds of the Loans or the use of the Letters of Credit Transactions or as to the existence or possible existence of any Event of Default or Potential Event of Default. Anything contained in this Agreement to the contrary notwithstanding, Administrative Agent shall not have any liability arising from confirmations of the amount of outstanding Loans or the Letter of Credit Usage or the component amounts thereof unless any such liability results from the gross negligence or willful misconduct of Administrative Agent.

No Responsibility for Certain Matters. Administrative No Agent shall not be responsible to any Lender Party for the execution, effectiveness, genuineness, validity, enforceability, collectibility collectability or sufficiency of this Agreement hereof or any other Loan Document or for any representations, warranties, recitals or statements made herein or therein or made in any written or oral statements or in any financial or other statements, instruments, reports or certificates or any other documents furnished or made by Administrative any Agent to Lenders Lender Parties or by or on behalf of Borrower any Loan Party, to Administrative Agent any Lender Party or any Lender Agent in connection with the Loan Documents and the transactions contemplated thereby or for the financial condition or business affairs of Borrower any Loan Party or any other Person liable for the payment of any Obligations, nor shall Administrative any Agent be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained in any of the Loan Documents or as to the use of the proceeds of the Loans or the use of the Letters of Credit Advances or as to the existence or possible existence of any Event of Default or Potential Event of DefaultDefault or to make any disclosures with respect to the foregoing. Anything contained in this Agreement herein to the contrary notwithstanding, the Administrative Agent shall not have any liability arising from confirmations of the amount of outstanding Loans Advances or the Letter drawn amount or the Available Amount of the LC Facility Letters of Credit Usage or the component amounts thereof unless any such liability results from the gross negligence or willful misconduct of Administrative Agentthereof.

No Responsibility for Certain Matters. The Administrative Agent shall not be responsible to any Lender for the execution, effectiveness, genuineness, validity, enforceability, collectibility collectability or sufficiency of this Agreement or any other Loan Document or for any representations, warranties, recitals or statements made herein or therein or made in any written or oral statements or in any financial or other statements, instruments, reports or certificates or any other documents furnished or made by the Administrative Agent to the Lenders or by or on behalf of the Borrower to the Administrative Agent or any Lender in connection with the Loan Documents and the transactions contemplated thereby or for the financial condition or business affairs of the Borrower or any other Person liable for the payment of any Obligations, nor shall the Administrative Agent be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained in any of the Loan Documents or as to the use of the proceeds of the Loans or the use of the Letters of Credit or as to the existence or possible existence of any Event of Default or Potential Event of Default. Anything contained in this Agreement to the contrary notwithstanding, Administrative Agent shall not have any liability arising from confirmations of the amount of outstanding Loans or the Letter of Credit Usage or the component amounts thereof unless any such liability results from the gross negligence or willful misconduct of Administrative Agent.

No Responsibility for Certain Matters. Administrative No Agent shall not be responsible to any Lender for the execution, effectiveness, genuineness, validity, enforceability, collectibility or sufficiency of this Agreement or any other Loan Document or for any representations, warranties, recitals or statements made herein or therein or made in any written or oral statements statement or in any financial or other statements, instruments, reports or certificates or any other documents furnished or made available by Administrative any Agent to Lenders or by or on behalf of Borrower Company or Borrowers to Administrative such Agent or any Lender in connection with the Loan Documents and the transactions contemplated thereby or for the financial condition or business affairs of Company, any Borrower or any other Person liable for the payment of any Obligations, nor shall Administrative any Agent be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained in any of the Loan Documents or as to the use of the proceeds of the Loans or Bankers' Acceptances or the use of the Letters of Credit or as to the existence or possible existence of any Event of Default or Potential Event of Default. Anything contained in this Agreement to the contrary notwithstanding, Administrative no Agent shall not have any liability arising from confirmations of the amount of outstanding Loans or the Canadian Letter of Credit Usage, the U.S. Letter of Credit Usage, the Australian Letter of Credit Usage, the BA Usage or the component amounts thereof unless any such liability results from the gross negligence or willful misconduct of Administrative Agentthereof.

No Responsibility for Certain Matters. Administrative No Agent shall not be responsible to any Lender for the execution, effectiveness, genuineness, validity, enforceability, collectibility collectability or sufficiency of this Agreement hereof or any other Loan Financing Document or for any representations, warranties, recitals or statements made herein or therein or made in any written or oral statements or in any financial or other statements, instruments, reports or certificates or any other documents furnished or made by Administrative any Agent to Lenders or by or on behalf of Borrower any Credit Party to Administrative any Agent or any Lender in connection with the Loan Financing Documents and the transactions contemplated thereby or for the financial condition or business affairs of Borrower any Credit Party or any other Person liable for the payment of any Obligations, nor shall Administrative any Agent be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained in any of the Loan Financing Documents or as to the use of the proceeds of the Loans or the use of the Letters of Credit or as to the existence or possible existence of any Event of Default or Potential Event of DefaultDefault or to make any disclosures with respect to the foregoing. Anything contained in this Agreement herein to the contrary notwithstanding, Administrative Agent shall not have any liability arising from confirmations of the amount of outstanding Loans or the Letter of Credit Usage L/C Obligations or the component amounts thereof unless any such liability results from the gross negligence or willful misconduct of Administrative Agentthereof.

No Responsibility for Certain Matters. Administrative No Agent shall not be responsible to any Lender for the execution, effectiveness, genuineness, validity, enforceability, collectibility or sufficiency of this Agreement or any other Loan Document or for any representations, warranties, recitals or statements made herein or therein or made in any written or oral statements statement or in any financial or other statements, instruments, reports or certificates or any other documents furnished or made by Administrative any Agent to the Lenders or by or on behalf of Borrower ChipPAC and/or its Subsidiaries to Administrative any Agent or any Lender in connection with the Loan Documents and the transactions contemplated thereby or for the financial condition or business affairs of Borrower ChipPAC, Company or any other Person liable for the payment of any Obligations, nor shall Administrative any Agent be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained in any of the Loan Documents or as to the use of the proceeds of the Loans or the use of the Letters of Credit or as to the existence or possible existence of any Event of Default or Potential Event of Default. Anything contained in this Agreement to the contrary notwithstanding, the Administrative Agent shall not have any liability arising from confirmations of the amount of outstanding Loans or the Letter Total Utilization of Credit Usage Revolving Loan Commitments or the component amounts thereof unless any such liability results from the gross negligence or willful misconduct of Administrative Agentthereof.

No Responsibility for Certain Matters. Administrative Agent shall not be responsible to any Lender for the execution, effectiveness, genuineness, validity, enforceability, collectibility or sufficiency of this Agreement or any other Loan Document or for any representations, warranties, recitals or statements made herein or therein or made in any written or oral statements or in any financial or other statements, instruments, reports or certificates or any other documents furnished or made by Administrative Agent to Lenders or by or on behalf of Borrower to Administrative Agent or any Lender in connection with the Loan Documents and the transactions contemplated thereby or for the financial condition or business affairs of Borrower or any other Person liable for the payment of any Obligations, nor shall Administrative Agent be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained in any of the Loan Documents or as to the use of the proceeds of the Loans or Loans, the use of the Letters of Credit or as to the existence or possible existence of any Event of Default or Potential Event of Default. Anything contained in this Agreement to the contrary notwithstanding, Administrative Agent shall not have any liability arising from confirmations of the amount of outstanding Loans or the Letter of Credit Usage or the component amounts thereof unless any such liability results from the gross negligence or willful misconduct of Administrative Agentthereof.

No Responsibility for Certain Matters. Administrative No Agent shall not be responsible to any Lender for the execution, effectiveness, genuineness, validity, enforceability, collectibility collectability or sufficiency of this Agreement or any other Loan Document or for any representations, warranties, recitals or statements made herein or therein or made in any written or oral statements or in any financial or other statements, instruments, reports or certificates or any other documents furnished or made by Administrative any Agent to the Lenders or by or on behalf of the Borrower to Administrative any Agent or any Lender in connection with the Loan Documents and the transactions contemplated thereby or for the financial condition or business affairs of the Borrower Group or any other Person liable for the payment of any Obligations, nor shall Administrative any Agent be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained in any of the Loan Documents or as to the use of the proceeds of the Loans or the use of the Letters of Credit or as to the existence or possible existence of any Event of Default or Potential Event of Default. Anything contained in this Agreement to the contrary notwithstanding, Administrative no Agent shall not have any liability arising from confirmations of the amount of outstanding Loans or the Letter of Credit Usage or the component amounts thereof unless any such liability results from the gross negligence or willful misconduct of Administrative Agentthereof.

No Responsibility for Certain Matters. Administrative No Agent shall not be responsible to any Lender for the execution, effectiveness, genuineness, validity, enforceability, collectibility or sufficiency of this Agreement or any other Loan Document or for any representations, warranties, recitals or statements made herein or therein or made in any written or oral statements or in any financial or other statements, instruments, reports or certificates or any other documents furnished or made by Administrative any of Agent to Lenders or by or on behalf of Borrower any Loan Party to Administrative any Agent or any Lender in connection with the Loan Documents and the transactions contemplated thereby or for the financial condition or business affairs of Borrower or any other Person liable for the payment of any Obligations, nor shall Administrative any Agent be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained in any of the Loan Documents or as to the use of the proceeds of the Loans or the use of the Letters of Credit or as to the existence or possible existence of any Event of Default or Potential Event of Default. Anything contained in this Agreement to the contrary notwithstanding, Administrative Agent shall not have any liability arising from confirmations of the amount of outstanding Loans or the Letter of Credit Usage or the component amounts thereof unless any such liability results from the gross negligence or willful misconduct of Administrative Agentthereof.

No Responsibility for Certain Matters. Administrative No Agent shall not be ------------------------------------- responsible to any Lender for the execution, effectiveness, genuineness, validity, enforceability, collectibility or sufficiency of this Agreement or any other Loan Document or for any representations, warranties, recitals or statements made herein or therein or made in any written or oral statements statement or in any financial or other statements, instruments, reports or certificates or any other documents furnished or made by Administrative any Agent to Lenders or by or on behalf of Borrower Company and/or its Subsidiaries to Administrative any Agent or any Lender in connection with the Loan Documents and the transactions contemplated thereby or for the financial condition or business affairs of Borrower Company or any other Person liable for the payment of any Obligations, nor shall Administrative any Agent be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained in any of the Loan Documents or as to the use of the proceeds of the Loans or the use of the Letters of Credit or as to the existence or possible existence of any Event of Default or Potential Event of Default. Anything contained in this Agreement to the contrary notwithstanding, Administrative Agent shall not have any no liability arising from confirmations of the amount of outstanding Loans or the Letter Total Utilization of Credit Usage Revolving Loan Commitments or the component amounts thereof unless any such liability results from the gross negligence or willful misconduct of Administrative Agent.thereof

No Responsibility for Certain Matters. The Administrative Agent shall not be responsible to any Lender for the execution, effectiveness, genuineness, validity, enforceability, collectibility collectability or sufficiency of this Agreement or any other Loan Document hereof or for any representations, warranties, recitals or statements made herein or therein or made in any written or oral statements or in any financial or other statements, instruments, reports or certificates or any other documents furnished or made by the Administrative Agent to the Lenders or by or on behalf of the Borrower to the Administrative Agent or any Lender in connection with the Loan Documents herewith and the transactions contemplated thereby hereby or for the financial condition or business affairs of the Borrower or its Subsidiaries or any other Person liable for the payment of any Obligationsobligations hereunder, nor shall the Administrative Agent be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained in any of the Loan Documents herein or as to the use of the proceeds of the Loans or the use of the Letters of Credit or as to the existence or possible existence of any Event of Default or Potential Event of DefaultDefault or to make any disclosures with respect to the foregoing. Anything contained in this Agreement herein to the contrary notwithstanding, the Administrative Agent shall not have any liability arising from confirmations of the amount of outstanding Loans or the Letter of Credit Usage or the component amounts thereof unless any such liability results from the gross negligence or willful misconduct of Administrative Agentthereof.

No Responsibility for Certain Matters. The Administrative Agent shall not be responsible to any Lender for the execution, effectiveness, genuineness, validity, enforceability, collectibility or sufficiency of this Agreement or any other Loan Document or for any representations, warranties, recitals or statements made herein or therein or made in any written or oral statements or in any financial or other statements, instruments, reports or certificates or any other documents furnished or made by the Administrative Agent to Lenders or by or on behalf of Borrower to Administrative Agent the Borrowers or any Lender in connection with the Loan Documents and the transactions contemplated thereby or for the financial condition or business affairs of Borrower the Borrowers or any other Person liable for the payment of any Obligations, nor shall Administrative Agent be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained in any of the Loan Documents or as to the use of the proceeds of the Loans or the use of the Letters of Credit or as to the existence or possible existence of any Event of Default or Potential Event of Default. Anything contained in this Agreement to the contrary notwithstanding, the Administrative Agent shall not have any liability arising from confirmations of the amount of outstanding Loans or the Letter of Credit Usage or the component amounts thereof unless any such liability results from the gross negligence or willful misconduct of Administrative Agentthereof.

No Responsibility for Certain Matters. Administrative No Agent shall not be responsible to any Lender for the execution, effectiveness, genuineness, validity, enforceability, collectibility or sufficiency of this Agreement or any other Loan Document or for any representations, warranties, recitals or statements made herein or therein or made in any written or oral statements or in any financial or other statements, instruments, reports or certificates or any other documents furnished or made by Administrative any Agent to Lenders or by or on behalf of Borrower any Loan Party to Administrative any Agent or any Lender in connection with the Loan Documents and the transactions contemplated thereby or for the financial condition or business affairs of Borrower any Loan Party or any other Person liable for the payment of any Obligations, nor shall Administrative any Agent be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained in any of the Loan Documents or as to the use of the proceeds of the Loans or the use of the Letters of Credit or as to the existence or possible existence of any Event of Default or Potential Event of Default. Anything contained in this Agreement to the contrary notwithstanding, Administrative Agent shall not have any liability arising from confirmations of the amount of outstanding Loans or the Letter of Credit Usage or the component amounts thereof unless any such liability results from the gross negligence or willful misconduct of Administrative Agentthereof.

No Responsibility for Certain Matters. Administrative Neither Agent shall not be responsible to any Lender for the execution, effectiveness, genuineness, validity, enforceability, collectibility or sufficiency of this Agreement or any other Loan Document or for any representations, warranties, recitals or statements made herein or therein or made in any written or oral statements or in any financial or other statements, instruments, reports or certificates or any other documents furnished or made by Administrative either Agent to Lenders or by or on behalf of any Borrower to Administrative either Agent or any Lender in connection with the Loan Documents and the transactions contemplated thereby or for the financial condition or business affairs of any Borrower or any other Person liable for the 125 payment of any Obligations, nor shall Administrative either Agent be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained in any of the Loan Documents or as to the use of the proceeds of the Loans or the use of the Letters of Credit or as to the existence or possible existence of any Event of Default or Potential Event of Default. Anything contained in this Agreement to the contrary notwithstanding, Administrative Agent shall not have any liability arising from confirmations of the amount of outstanding Loans or the Letter of Credit Usage or the component amounts thereof unless any such liability results from the gross negligence or willful misconduct of Administrative Agentthereof.

No Responsibility for Certain Matters. Administrative No Agent shall not be responsible to any Lender for the execution, effectiveness, genuineness, validity, enforceability, collectibility collectability or sufficiency of this Agreement hereof or any other Loan Credit Document or for any representations, warranties, recitals or statements made herein or therein or made in any written or oral statements or in any financial or other statements, instruments, reports or certificates or any other documents furnished or made by Administrative any Agent to the Lenders or by or on behalf of Borrower any Credit Party to Administrative any Agent or any Lender in connection with the Loan Credit Documents and the transactions contemplated thereby or for the financial condition or business affairs of Borrower any Credit Party or any other Person liable for the payment of any Obligations, nor shall Administrative any Agent be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained in any of the Loan Credit Documents or as to the use of the proceeds of the Loans or the use of the Letters of Credit or as to the existence or possible existence of any Default or Event of Default or Potential Event of Defaultto make any disclosures with respect to the foregoing. Anything contained in this Agreement herein to the contrary notwithstanding, the Administrative Agent shall not have any liability arising from confirmations of the amount of outstanding Loans or the Letter of Credit Usage or the component amounts thereof unless any such liability results from the gross negligence or willful misconduct of Administrative Agentthereof.

No Responsibility for Certain Matters. Administrative No Agent shall not be responsible to any Lender for the execution, effectiveness, genuineness, validity, enforceability, collectibility collectability or sufficiency of this Agreement hereof or any other Loan Document or for any representations, warranties, recitals or statements made herein or therein or made in any written or oral statements or in any financial or other statements, instruments, reports or certificates or any other documents furnished or made by Administrative any Agent to Lenders or by or on behalf of Borrower any Loan Party to Administrative any Agent or any Lender in connection with the Loan Documents and the transactions contemplated thereby or for the financial condition or business affairs of Borrower any Loan Party or any other Person liable for the payment of any Obligations, nor shall Administrative any Agent be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained in any of the Loan Documents or as to the use of the proceeds of the Loans or the use of the Letters of Credit or as to the existence or possible existence of any Event of Default or Potential Event of DefaultDefault or to make any disclosures with respect to the foregoing. Anything contained in this Agreement herein to the contrary notwithstanding, the Administrative Agent shall not have any liability arising from confirmations of the amount of outstanding Loans or the Letter of Credit Usage Exposure or the component amounts thereof unless any such liability results from the gross negligence or willful misconduct of Administrative Agentthereof.

No Responsibility for Certain Matters. Except for Administrative Agent’s failure to perform a specifically required task set forth herein (and which failure constitutes gross negligence, bad faith or willful misconduct, as determined by a court of competent jurisdiction in a final, non-appealable order), Administrative Agent shall not be responsible to any Lender for the execution, effectiveness, genuineness, validity, enforceability, collectibility collectability or sufficiency of this Agreement hereof or any other Loan Document Program Agreement or with respect to any other party for any representations, warranties, recitals or statements made herein or therein or made in any written or oral statements or in any financial or other statements, instruments, reports or certificates or any other documents furnished or made by Administrative Agent to Lenders or by or on behalf of Borrower to Administrative Agent Buyers or any Lender other party in connection with the Loan Documents Program Agreements and the transactions contemplated thereby or for the financial condition or business affairs of Borrower Seller or any other Person liable for the payment of any Obligations, nor shall Administrative Agent be required (except as set forth herein or in the Program Agreements) to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained in any of the Loan Documents Program Agreements or as to the use of the proceeds of the Loans or the use of the Letters of Credit Transactions or as to the existence or possible existence of any Event of Default or Potential Event of Default. Anything contained in this Agreement to the contrary notwithstanding, Administrative Agent shall not have any liability arising from confirmations of the amount of outstanding Loans or the Letter of Credit Usage or the component amounts thereof unless any such liability results from the gross negligence or willful misconduct of Administrative Agent.

No Responsibility for Certain Matters. Administrative No Agent shall not be responsible to any Lender for the execution, effectiveness, genuineness, validity, enforceability, collectibility or sufficiency of this Agreement or any other Loan Document or for any representations, warranties, recitals or statements made herein or therein or made in any written or oral statements statement or in any financial or other statements, instruments, reports or certificates or any other documents furnished or made by Administrative any Agent to Lenders or by or on behalf of Borrower Company and/or its Subsidiaries to Administrative any Agent or any Lender in connection with the Loan Documents and the transactions contemplated thereby or for the financial condition or business affairs of Borrower Company or any other Person liable for the payment of any Obligations, nor shall Administrative any Agent be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained in any of the Loan Documents or as to the use of the proceeds of the Loans or the use of the Letters of Credit or as to the existence or possible existence of any Event of Default or Potential Event of Default. Anything contained in this Agreement to the contrary notwithstanding, Administrative Agent shall not have any no liability arising from confirmations of the amount of outstanding Loans or the Letter Total Utilization of Credit Usage Revolving Loan Commitments or the component amounts thereof unless any such liability results from the gross negligence or willful misconduct of Administrative Agentthereof.

No Responsibility for Certain Matters. Administrative No Agent shall not be responsible to any Lender for the execution, effectiveness, genuineness, validity, enforceability, collectibility or sufficiency of this Agreement or any other Loan Document or for any representations, warranties, recitals or statements made herein or therein or made in any written or oral statements or in any financial or other statements, instruments, reports or certificates or any other documents furnished or made by Administrative such Agent to Lenders or by or on behalf of Borrower any Loan Party to Administrative such Agent or any Lender in connection with the Loan Documents and the transactions contemplated thereby or for the financial condition or business affairs of Borrower or any other Person liable for the payment of any Obligations, nor shall Administrative such Agent be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained in any of the Loan Documents or as to the use of the proceeds of the Loans or the use of the Letters of Credit or as to the existence or possible existence of any Event of Default or Potential Event of Default. Anything contained in this Agreement to the contrary notwithstanding, Administrative Agent shall not have any liability arising from confirmations of the amount of outstanding Loans Loans, the Revolving Letter of Credit Usage or the LC Facility Letter of Credit Usage or the Synthetic Letter of Credit Usage or the component amounts thereof unless any such liability results from the gross negligence or willful misconduct of Administrative Agentthereof.

No Responsibility for Certain Matters. Administrative Agent shall not be responsible to any Lender for the execution, effectiveness, genuineness, validity, enforceability, collectibility or sufficiency of this Agreement or any other Loan Document or for any representations, warranties, recitals or statements made herein or therein or made in any written 153 or oral statements or in any financial or other statements, instruments, reports or certificates or any other documents furnished or made by Administrative Agent to Lenders or by or on behalf of Borrower to Administrative Agent or any Lender in connection with the Loan Documents and the transactions contemplated thereby or for the financial condition or business affairs of Borrower or any other Person liable for the payment of any Obligations, nor shall Administrative Agent be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained in any of the Loan Documents or as to the use of the proceeds of the Loans or the use of the Letters of Credit or as to the existence or possible existence of any Event of Default or Potential Event of Default. Anything contained in this Agreement to the contrary notwithstanding, Administrative Agent shall not have any liability arising from confirmations of the amount of outstanding Loans or the Letter of Credit Usage or the component amounts thereof unless any such liability results from the gross negligence or willful misconduct of Administrative Agent.

No Responsibility for Certain Matters. Administrative No Agent shall not be responsible to any Lender for the execution, effectiveness, genuineness, validity, enforceability, collectibility collectability or sufficiency of this Agreement hereof or any other Loan Credit Document or for any representations, warranties, recitals or statements made herein or therein or made in any written or oral statements or in any financial or other statements, instruments, reports or certificates or any other documents furnished or made by Administrative any Agent to Lenders or by or on behalf of Borrower any Credit Party to Administrative any Agent or any Lender in connection with the Loan Credit Documents and the transactions contemplated thereby or for the financial condition or business affairs of Borrower any Credit Party or any other Person liable for the payment of any Obligations, nor shall Administrative any Agent be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained in any of the Loan Credit Documents or as to the use of the proceeds of the Loans or the use of the Letters of Credit or as to the existence or possible existence of any Event of Default or Potential Event of DefaultDefault or to make any disclosures with respect to the foregoing. Anything contained in this Agreement herein to the contrary notwithstanding, neither Administrative Agent shall not have any liability arising from confirmations of the amount of outstanding Loans or the Letter of Credit Credit/Bank Guarantee Usage or the component amounts thereof unless any such liability results from the gross negligence or willful misconduct of Administrative Agentthereof.

No Responsibility for Certain Matters. Administrative No Agent shall not be responsible to any Lender for the execution, effectiveness, genuineness, validity, enforceability, collectibility collectability or sufficiency of this Agreement hereof or any other Loan Credit Document or for any representations, warranties, recitals or statements made herein or therein or made in any written or oral statements or in any financial or other statements, instruments, reports or certificates or any other documents furnished or made by Administrative any Agent to Lenders or by or on behalf of Borrower any Credit Party to Administrative any Agent or any Lender in connection with the Loan Credit Documents and the transactions contemplated thereby or for the financial condition or business affairs of Borrower any Credit Party or any other Person liable for the payment of any Obligations, nor shall Administrative any Agent be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained in any of the Loan Credit Documents or as to the use of the proceeds of the Loans or the use of the Letters of Credit or as to the existence or possible existence of any Event of Default or Potential Event of DefaultDefault or to make any disclosures with respect to the foregoing. Anything contained in this Agreement herein to the contrary notwithstanding, neither Administrative Agent nor Collateral Agent shall not have any liability arising from confirmations of the amount of outstanding Loans or the Letter of Credit Usage or the component amounts thereof unless any such liability results from the gross negligence or willful misconduct of Administrative Agentthereof.

No Responsibility for Certain Matters. Administrative No Agent shall not be responsible to any Lender for the execution, effectiveness, genuineness, validity, enforceability, collectibility collectability or sufficiency of this Agreement hereof or any other Loan Credit Document or for any representations, warranties, recitals or statements made herein or therein or made in any written or oral statements or in any financial or other statements, instruments, reports or certificates or any other documents furnished or made by Administrative any Agent to Lenders or by or on behalf of Borrower any Credit Party to Administrative any Agent or any Lender in connection with the Loan Credit Documents and the transactions contemplated thereby or for the financial condition or business affairs of Borrower any Credit Party or any other Person liable for the payment of any Obligations, nor shall Administrative any Agent be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained in any of the Loan Credit Documents or as to the use of the proceeds of the Loans or the use of the Letters of Credit or as to 106 the existence or possible existence of any Event of Default or Potential Event of DefaultDefault or to make any disclosures with respect to the foregoing. Anything contained in this Agreement herein to the contrary notwithstanding, Administrative Agent shall not have any liability arising from confirmations of the amount of outstanding Loans or the Letter of Credit Usage or the component amounts thereof unless any such liability results from the gross negligence or willful misconduct of Administrative Agentthereof.

No Responsibility for Certain Matters. Administrative No Agent shall not be responsible to any Lender for the execution, effectiveness, genuineness, validity, enforceability, collectibility collectability or sufficiency of this Agreement hereof or any other Loan Document or for any representations, warranties, recitals or statements made herein or therein or made in any written or oral statements or in any financial or other statements, instruments, reports or certificates or any other documents furnished or made by Administrative Agent or Service Agent to Lenders or by or on behalf of Borrower any Loan Party to Administrative Agent or Service Agent or any Lender in connection with the Loan Documents and the transactions contemplated thereby or for the financial condition or business affairs of Borrower any Loan Party or any other Person liable for the payment of any Obligations, nor shall Administrative Agent or Service Agent be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained in any of the Loan Documents or as to the use of the proceeds of the Loans or the use of the Letters of Credit or as to the existence or possible existence of any Event of Default or Potential Event of DefaultDefault or to make any disclosures with respect to the foregoing. Anything contained in this Agreement herein to the contrary notwithstanding, Administrative Service Agent shall not have any liability arising from confirmations of the amount of outstanding Loans or the Letter of Credit Usage Obligations or the component amounts thereof unless any such liability results from the gross negligence or willful misconduct of Administrative Agentthereof.

No Responsibility for Certain Matters. Administrative No Agent shall not be responsible to any Lender for the execution, effectiveness, genuineness, validity, enforceability, collectibility or sufficiency of this Agreement hereof or any other Loan Credit Document or for any representations, warranties, recitals or statements made herein or therein or made in any written or oral statements or in any financial or other statements, 83 instruments, reports or certificates or any other documents furnished or made by Administrative any Agent to Lenders or by or on behalf of Borrower any Credit Party to Administrative any Agent or any Lender in connection with the Loan Credit Documents and the transactions contemplated thereby or for the financial condition or business affairs of Borrower any Credit Party or any other Person liable for the payment of any Obligations, nor shall Administrative any Agent be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained in any of the Loan Credit Documents or as to the use of the proceeds of the Loans or the use of the Letters of Credit or as to the existence or possible existence of any Event of Default or Potential Event of DefaultDefault or to make any disclosures with respect to the foregoing. Anything contained in this Agreement herein to the contrary notwithstanding, Administrative Agent shall not have any liability arising from confirmations of the amount of outstanding Loans or the Letter of Credit Usage or the component amounts thereof unless any such liability results from the gross negligence or willful misconduct of Administrative Agentthereof.

No Responsibility for Certain Matters. The Administrative Agent shall not be responsible to any Lender Bank for the execution, effectiveness, genuineness, validity, enforceability, collectibility collectability or sufficiency hereof or of this Agreement or any other Loan Facility Document or for any representations, warranties, recitals or statements made herein or therein or made in any written or oral statements or in any financial or other statements, instruments, reports or certificates or any other documents furnished or made by the Administrative Agent to Lenders the Banks or by or on behalf of Borrower any Facility Party to the Administrative Agent or any Lender Bank in connection with the Loan Facility Documents and the transactions contemplated thereby or for the financial condition or business affairs of Borrower any Facility Party or any other Person liable for the payment of any Obligations, nor shall the Administrative Agent be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained in any of the Loan Facility Documents or as to the use of the proceeds of the Loans or the use of the Letters of Credit purchases hereunder or as to the existence or possible existence of any Event of Default or Potential Event of DefaultTermination Event. Anything contained in this Agreement herein to the contrary notwithstanding, the Administrative Agent shall not have any liability arising from confirmations of the amount of outstanding Loans or the Letter of Credit Usage or the component amounts thereof unless any such liability results from the gross negligence or willful misconduct of Administrative AgentAgreed Base Values.

No Responsibility for Certain Matters. Administrative Agent shall not be responsible to any Lender for the execution, effectiveness, genuineness, validity, enforceability, collectibility collectability or sufficiency of this Agreement hereof or any other Loan Credit Document or for any representations, warranties, recitals or statements made herein or therein or made in any written or oral statements or in any financial or other statements, instruments, reports or certificates or any other documents furnished or made by Administrative Agent to the Lenders or by or on behalf of Borrower any Credit Party to Administrative Agent or any Lender in connection with the Loan Credit Documents and the transactions contemplated thereby or for the financial condition or business affairs of Borrower any Credit Party or any other Person liable for the payment of any Obligations, nor shall Administrative Agent be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained in any of the Loan Credit Documents or as to the use of the proceeds of the Loans or the use of the Letters of Credit or as to the existence or possible existence of any Event of Default or Potential Event of DefaultDefault or to make any disclosures with respect to the foregoing. Anything contained in this Agreement herein to the contrary notwithstanding, Administrative Agent shall not have any liability arising from confirmations of the amount of outstanding Loans or the Letter of Credit Usage or the component amounts thereof unless any such liability results from the gross negligence or willful misconduct of Administrative AgentLoans.

No Responsibility for Certain Matters. Administrative No Agent shall not be responsible to any Lender for the execution, effectiveness, genuineness, validity, enforceability, collectibility collectability or sufficiency hereof or of this Agreement or any other Loan Credit Document or for any representations, warranties, recitals or statements made herein or therein or made in any written or oral statements or in any financial or other statements, instruments, reports or certificates or any other documents furnished or made by Administrative any Agent to Lenders or by or on behalf of Borrower any Credit Party to Administrative any Agent or any Lender in connection with the Loan Credit Documents and the transactions contemplated thereby or for the financial condition or business affairs of Borrower any Credit Party or any other Person liable for the payment of any Obligations, nor shall Administrative any Agent be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained in any of the Loan Credit Documents or as to the use of the proceeds of the Loans or the use of the Letters of Credit or as to the existence or possible existence of any Event of Default or Potential Event of DefaultDefault or to make any disclosures with respect to the foregoing. Anything contained in this Agreement herein to the contrary notwithstanding, Administrative Agent shall not have any liability arising from confirmations of the amount of outstanding Loans or the Letter of Credit Usage or the component amounts thereof unless any such liability results from the gross negligence or willful misconduct of Administrative Agentthereof.

No Responsibility for Certain Matters. The Administrative Agent shall not be responsible to any Lender for the execution, effectiveness, genuineness, validity, enforceability, collectibility or sufficiency of this Agreement or any other Loan Document or for any representations, warranties, recitals or statements made herein or therein or made in any written or oral statements or in any financial or other statements, instruments, reports or certificates or any other documents furnished or made by the Administrative Agent to Lenders or by or on behalf of Borrower the Borrower, any Lender or any person providing the Settlement 204 Service to the Administrative Agent or any Lender in connection with the Loan Documents and the transactions contemplated thereby or for the financial condition or business affairs of the Borrower or any other Person liable for the payment of any Obligations, nor shall the Administrative Agent be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained in any of the Loan Documents or as to the use of the proceeds of the Loans or the use of the Letters of Credit or as to the existence or possible existence of any Event of Default or Potential Event of Default. Anything contained in this Agreement to the contrary notwithstanding, the Administrative Agent shall not have any liability arising from confirmations of the amount of outstanding Loans or the Letter of Credit Usage or the component amounts thereof unless any such liability results from the gross negligence or willful misconduct of Administrative Agentthereof.

No Responsibility for Certain Matters. Administrative Agent shall not be responsible to any Lender for the execution, effectiveness, genuineness, validity, enforceability, collectibility or sufficiency of this Agreement or any other Loan Document or for any representations, warranties, recitals or statements made herein or therein or made in any written or oral statements or in any financial or other statements, instruments, reports or certificates or any other documents furnished or made by Administrative Agent to Lenders or by or on behalf of Borrower to Administrative Agent or any Lender in connection with the Loan Documents and the transactions contemplated thereby or for the financial condition or business affairs of Borrower or any other Person liable for the payment of any Obligations, nor shall Administrative Agent be required to ascertain or inquire as to the performance or observance of any of the terms, 124 conditions, provisions, covenants or agreements contained in any of the Loan Documents or as to the use of the proceeds of the Loans or the use of the Letters of Credit or as to the existence or possible existence of any Event of Default or Potential Event of Default. Anything contained in this Agreement to the contrary notwithstanding, Administrative Agent shall not have any liability arising from confirmations of the amount of outstanding Loans or the Letter of Credit Usage or the component amounts thereof unless any such liability results from the gross negligence or willful misconduct of Administrative Agent.

No Responsibility for Certain Matters. Administrative No Agent shall not be responsible to any Lender for the execution, effectiveness, genuineness, validity, enforceability, collectibility collectability or sufficiency of this Agreement hereof or any other Loan Credit Document or for any representations, warranties, recitals or statements made herein or therein or made in any written or oral statements or in any 117 financial or other statements, instruments, reports or certificates or any other documents furnished or made by Administrative any Agent to Lenders or by or on behalf of Borrower any Credit Party to Administrative any Agent or any Lender in connection with the Loan Credit Documents and the transactions contemplated thereby or for the financial condition or business affairs of Borrower any Credit Party or any other Person liable for the payment of any Obligations, nor shall Administrative any Agent be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained in any of the Loan Credit Documents or as to the use of the proceeds of the Loans or the use of the Letters of Credit or as to the existence or possible existence of any Event of Default or Potential Event of DefaultDefault or to make any disclosures with respect to the foregoing. Anything contained in this Agreement herein to the contrary notwithstanding, Administrative Agent shall not have any liability arising from confirmations of the amount of outstanding Loans or the Letter of Credit Usage or the component amounts thereof unless any such liability results from the gross negligence or willful misconduct of Administrative Agentthereof.

No Responsibility for Certain Matters. Administrative Agent shall not be responsible to any Lender for the execution, effectiveness, genuineness, validity, enforceability, collectibility or sufficiency of this Agreement or any other Loan Document or for any representations, warranties, recitals or statements made herein or therein or made in any written or oral statements or in any financial or other statements, instruments, reports or 148 certificates or any other documents furnished or made by Administrative Agent to Lenders or by or on behalf of any Borrower to Administrative Agent or any Lender in connection with the Loan Documents and the transactions contemplated thereby or for the financial condition or business affairs of any Borrower or any other Person liable for the payment of any Obligations, nor shall Administrative Agent be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained in any of the Loan Documents or as to the use of the proceeds of the Loans or the use of the Letters of Credit or as to the existence or possible existence of any Event of Default or Potential Event of Default. Anything contained in this Agreement to the contrary notwithstanding, Administrative Agent shall not have any liability arising from confirmations of the amount of outstanding Loans or the Letter of Credit Usage or the component amounts thereof unless any such liability results from the gross negligence or willful misconduct of Administrative Agentthereof.

No Responsibility for Certain Matters. The Administrative Agent shall not be responsible to any Lender for the execution, effectiveness, genuineness, validity, enforceability, collectibility collectability or sufficiency of this Agreement hereof or any other Loan Document or for any representations, warranties, recitals or statements made herein or therein or made in any written or oral statements or in any financial or other statements, instruments, reports or certificates or any other documents furnished or made by the Administrative Agent to Lenders or by or on behalf of Borrower any Credit Party to the Administrative Agent or any Lender in connection with the Loan Documents and the transactions contemplated thereby or for the financial condition or business affairs of Borrower any Credit Party or any other Person liable for the payment of any Obligations, nor shall the Administrative Agent be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained in any of the Loan Documents or as to the use of the proceeds of the Loans or the use of the Letters of Credit or as to the existence or possible existence of any Event of Default or Potential Event of DefaultDefault or to make any disclosures with respect to the foregoing. Anything contained in this Agreement herein to the contrary notwithstanding, the Administrative Agent shall not have any liability arising from confirmations of the amount of outstanding Loans or the Letter of Credit Usage or the component amounts thereof unless any such liability results from the gross negligence or willful misconduct of Administrative Agentthereof.

No Responsibility for Certain Matters. Administrative The Agent shall not be responsible to any Lender for the execution, effectiveness, genuineness, validity, enforceability, collectibility collectability or sufficiency of this Agreement hereof or any other Loan Credit Document or for any representations, warranties, recitals or statements made herein or therein or made in any written or oral statements or in any financial or other statements, instruments, reports or 70 certificates or any other documents furnished or made by Administrative the Agent to Lenders any Lender or by or on behalf of Borrower any Credit Party to Administrative the Agent or any Lender in connection with the Loan Credit Documents and the transactions contemplated thereby or for the financial condition or business affairs of Borrower any Credit Party or any other Person liable for the payment of any Obligations, nor shall Administrative the Agent be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained in any of the Loan Credit Documents or as to the use of the proceeds of the Loans or the use of the Letters of Credit or as to the existence or possible existence of any Event of Default or Potential Event of Default. Anything contained in this Agreement herein to the contrary notwithstanding, Administrative the Agent shall not have any liability arising from confirmations of the amount of outstanding Loans or the Letter of Credit Usage or the component amounts thereof unless any such liability results from the gross negligence or willful misconduct of Administrative AgentLoans.

No Responsibility for Certain Matters. Administrative No Agent shall not be responsible to any Lender for the execution, effectiveness, genuineness, validity, enforceability, collectibility collectability or sufficiency of this Agreement hereof or any other Loan Document Credit Documents or for any representations, warranties, recitals or statements made herein or therein or made in any written or oral statements or in any financial or other statements, instruments, reports or certificates or any other documents furnished or made by Administrative any Agent to Lenders or by or on behalf of Borrower any Credit Party to Administrative any Agent or any Lender in connection with the Loan Credit Documents and the transactions contemplated thereby or for the financial condition or business affairs of Borrower any Credit Party or any other Person liable for the payment of any Obligations, nor shall Administrative any Agent be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained in any of the Loan Credit Documents or as to the use of the proceeds of the Loans or the use of the Letters of Credit or as to the existence or possible existence of any Event of Default or Potential Event of DefaultDefault or to make any disclosures with respect to the foregoing. Anything contained in this Agreement herein to the contrary notwithstanding, Administrative Agent shall not have any liability arising from confirmations of the amount of outstanding Loans or the Letter of Credit Usage L/C Exposure or the component amounts thereof unless any such liability results from the gross negligence or willful misconduct of Administrative Agentthereof.

No Responsibility for Certain Matters. Administrative Agent shall not be responsible to any Lender for the execution, effectiveness, genuineness, validity, enforceability, collectibility or sufficiency of this Agreement or any other Loan Document or for any representations, warranties, recitals or statements made herein or therein or made in any written or oral statements or in any financial or other statements, instruments, reports or certificates or any other documents furnished or made by Administrative Agent to Lenders or by or on behalf of Borrower Holdings and its Subsidiaries to Administrative Agent or any Lender in connection with the Loan Documents and the transactions contemplated thereby or for the financial condition or business affairs of Borrower Holdings or any of its Subsidiaries or any other Person liable for the payment of any Obligations, nor shall Administrative Agent be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained in any of the Loan Documents or as to the use of the proceeds of the Loans or the use of the Letters of Credit or as to the existence or possible existence of any Event of Default or Potential Event of Default. Anything contained in this Agreement to the contrary notwithstanding, Administrative Agent shall not have any liability arising from confirmations of the amount of outstanding Loans or the Letter of Credit Usage or the component amounts thereof unless any such liability results from the gross negligence or willful misconduct of Administrative Agentthereof.

No Responsibility for Certain Matters. The Administrative Agent shall not be responsible to any Lender for the execution, effectiveness, genuineness, validity, enforceability, collectibility or sufficiency of this Agreement or any other Loan Document or for any representations, warranties, recitals or statements made herein or therein or made in any written or oral statements or in any financial or other statements, instruments, reports or certificates or any other documents furnished or made by the Administrative Agent to Lenders any Lender or by or on behalf of the Borrower to the Administrative Agent or any Lender in connection with the Loan Documents and the transactions contemplated thereby or for the financial condition or business affairs of the Borrower or any other Person liable for the payment of any Obligations, nor shall the Administrative Agent be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained in any of the Loan Documents or as to the use of the proceeds of the Loans or the use of the Letters of Credit or as to the existence or possible existence of any Event of Default or Potential Event of Default. Anything contained in this Agreement to the contrary notwithstanding, the Administrative Agent shall not have any liability arising from confirmations of the amount of outstanding Loans or the Letter of Credit Usage or the component amounts thereof unless any such liability results from the gross negligence or willful misconduct of Administrative Agentthereof.

No Responsibility for Certain Matters. Administrative Agent shall not be responsible to any Lender for the execution, effectiveness, genuineness, validity, enforceability, collectibility or sufficiency of this Agreement or any other Loan Document or for any representations, warranties, recitals or statements made herein or therein or made in any written or oral statements or in any financial or other statements, instruments, reports or certificates or any other documents furnished or made by Administrative Agent to Lenders or by or on behalf of Borrower to Administrative Agent or any Lender in connection with the Loan Documents and the transactions contemplated thereby or for the financial condition or business affairs of Borrower or any other Person liable for the payment of any Obligations, nor shall Administrative Agent be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained in any of the Loan Documents or as to the use of the proceeds of the Loans or the use of the Letters of Credit or as to the existence or possible existence of any Event of Default or Potential Event of Default. Anything contained in this Agreement to the contrary notwithstanding, Administrative Agent shall not have any liability arising from confirmations of the amount of outstanding Loans or the Letter of Credit Usage or the component amounts thereof unless any such liability results from the gross negligence or willful misconduct of Administrative Agentthereof.

No Responsibility for Certain Matters. Administrative No Agent shall not be responsible to any Lender for the execution, effectiveness, genuineness, validity, enforceability, collectibility or sufficiency of this Agreement hereof or any other Loan Credit Document or for any representations, warranties, recitals or statements made herein or therein or made in any written or oral statements or in any financial or other statements, instruments, reports or certificates or any other documents furnished or made by Administrative any Agent to Lenders or by or on behalf of Borrower any Credit Party to Administrative any Agent or any Lender in connection with the Loan Credit Documents and the transactions contemplated thereby or for the financial condition or business affairs of Borrower any Credit Party or any other Person liable for the payment of any Obligations, nor shall Administrative any Agent be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained in any of the Loan Credit Documents or as to the use of the proceeds of the Loans or the use of the Letters of Credit or as to the existence or possible existence of any Event of Default or Potential Event of DefaultDefault or to make any disclosures with respect to the foregoing. Anything contained in this Agreement herein to the contrary notwithstanding, 102 Administrative Agent shall not have any liability arising from confirmations of the amount of outstanding Loans or the Letter of Credit Usage or the component amounts thereof unless any such liability results from the gross negligence or willful misconduct of Administrative Agentthereof.

No Responsibility for Certain Matters. Administrative No Agent shall not be responsible to any Lender for the execution, effectiveness, genuineness, validity, enforceability, collectibility collectibility, sufficiency, creation, perfection or sufficiency priority of this Agreement or any other Loan Document Document, or for any representations, warranties, recitals or statements made herein or therein or made in any written or oral statements or in any financial or other statements, instruments, reports or certificates or any other documents furnished or made by Administrative such Agent to Lenders or by or on behalf of Borrower Company to Administrative such Agent or any Lender in connection with the Loan Documents and the transactions contemplated thereby or for the financial condition or business affairs of Borrower Company or any other Person liable for the 134 payment of any Obligations, nor shall Administrative such Agent be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained in any of the Loan Documents or as to the use of the proceeds of the Loans or the use of the Letters of Credit or as to the existence or possible existence of any Event of Default or Potential Event of Default. Anything contained in this Agreement to the contrary notwithstanding, Administrative Agent shall not have any liability arising from confirmations of the amount of outstanding Loans or the Letter of Credit Usage or the component amounts thereof unless any such liability results from the gross negligence or willful misconduct of Administrative Agentthereof.

No Responsibility for Certain Matters. Administrative Agent shall not be responsible to any Lender for the execution, effectiveness, genuineness, validity, enforceability, collectibility or sufficiency of this Agreement or any other Loan Document or for 129 any representations, warranties, recitals or statements made herein or therein or made in any written or oral statements or in any financial or other statements, instruments, reports or certificates or any other documents furnished or made by Administrative Agent to Lenders or by or on behalf of Borrower any Loan Party to Administrative Agent or any Lender in connection with the Loan Documents and the transactions contemplated thereby or for the financial condition or business affairs of Borrower Company or any other Person liable for the payment of any Obligations, nor shall Administrative Agent be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained in any of the Loan Documents or as to the use of the proceeds of the Loans or the use of the Letters of Credit or as to the existence or possible existence of any Event of Default or Potential Event of Default. Anything contained in this Agreement to the contrary notwithstanding, Administrative Agent shall not have any liability arising from confirmations of the amount of outstanding Loans or the Letter of Credit Usage or the component amounts thereof unless any such liability results from the gross negligence or willful misconduct of Administrative Agentthereof.

No Responsibility for Certain Matters. Administrative No Agent shall not be responsible to any Lender for the execution, effectiveness, genuineness, validity, enforceability, collectibility collectability or sufficiency of this Agreement hereof or any other Loan Credit Document or for any representations, warranties, recitals or statements made herein or therein or made in any written or oral statements or in any financial or other statements, instruments, reports or certificates or any other documents furnished or made by Administrative any Agent to the Lenders or by or on behalf of Borrower any Credit Party to Administrative any Agent or any Lender in connection with the Loan Credit Documents and the transactions contemplated thereby or for the financial condition or business affairs of Borrower any Credit Party or any other Person liable for the payment of any Term Obligations, nor shall Administrative any Agent be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained in any of the Loan Credit Documents or as to the use of the proceeds of the Loans or the use of the Letters of Credit or as to the existence or possible existence of any Default or Event of Default or Potential Event of Defaultto make any disclosures with respect to the foregoing. Anything contained in this Agreement herein to the contrary notwithstanding, the Administrative Agent shall not have any liability arising from confirmations of the amount of outstanding Loans or the Letter of Credit Usage or the component amounts thereof unless any such liability results from the gross negligence or willful misconduct of Administrative Agentthereof.

No Responsibility for Certain Matters. Administrative No Agent shall not be responsible to any Lender for the execution, effectiveness, genuineness, validity, enforceability, collectibility or sufficiency of this Agreement hereof or any other Loan Credit Document or for any representations, warranties, recitals or statements made herein or therein or made in any written or oral statements or in any financial or other statements, instruments, reports or certificates or any other documents furnished or made by Administrative any Agent to Lenders or by or on behalf of Borrower any Credit Party to Administrative any Agent or any Lender in connection with the Loan Credit Documents and the transactions contemplated thereby or for the financial condition or business affairs of Borrower any Credit Party or any other Person liable for the payment of any Obligations, nor shall Administrative any Agent be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained in any of the Loan Credit Documents by any Credit Party, or as to the use of the proceeds of the Loans or the use of the Letters of Credit or as to the existence or possible existence of any Event of Default or Potential Event of Default. Anything contained in this Agreement herein to the contrary notwithstanding, Administrative Agent shall not have any liability arising from confirmations of the amount of outstanding Loans or the Letter of Credit Usage or the component amounts thereof unless any such liability results from the gross negligence or willful misconduct of Administrative Agentthereof.

No Responsibility for Certain Matters. Administrative Agent Agents shall not be responsible to any Lender for the execution, effectiveness, genuineness, validity, enforceability, collectibility or sufficiency of this Agreement or any other Loan Document or for any representations, warranties, recitals or statements made herein or therein or made in any written or oral statements or in any financial or other statements, instruments, reports or certificates or any other documents furnished or made by Administrative Agent Agents to Lenders or by or on behalf of any Borrower to Administrative Agent Agents or any Lender in connection with the Loan Documents and the transactions contemplated thereby or for the financial condition or business affairs of any Borrower or any other Person liable for the payment of any Obligations, nor shall Administrative Agent Agents be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained in any of the Loan Documents or as to the use of the proceeds of the Loans or the use of the Letters of Credit or as to the existence or possible existence of any Event of Default or Potential Event of Default. Anything contained in this Agreement to the contrary notwithstanding, Administrative Agent Agents shall not have any liability arising from confirmations of the amount of outstanding Loans or the Letter of Credit Usage or the component amounts thereof unless any such liability results from the gross negligence or willful misconduct of Administrative Agentthereof.

No Responsibility for Certain Matters. Administrative No Agent shall not will be responsible to any Lender for the execution, effectiveness, genuineness, validity, enforceability, collectibility collectability or sufficiency of this Agreement or any other Loan Credit Document or for any representations, warranties, recitals or statements made herein in this Agreement or therein or made in any written or oral statements or in any financial or other statements, instruments, reports or certificates or any other documents furnished or made by Administrative any Agent to Lenders or by or on behalf of Borrower any Credit Party to Administrative any Agent or any Lender in connection with the Loan Credit Documents and the transactions contemplated thereby or for the financial condition or business affairs of Borrower any Credit Party or any other Person liable for the payment of any Obligations, nor shall Administrative will any Agent be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained in any of the Loan Credit Documents or as to the use of the proceeds of the Loans or the use of the Letters of Credit or as to the existence or possible existence of any Event of Default or Potential Event of DefaultDefault or to make any disclosures with respect to the foregoing. Anything contained in this Agreement to the contrary notwithstanding, Administrative Agent shall will not have any liability arising from confirmations of the amount of outstanding Loans or the Letter of Credit Usage or the component amounts thereof unless any such liability results from the gross negligence or willful misconduct of Administrative AgentLoans.

No Responsibility for Certain Matters. Administrative No Agent shall not be responsible to any Lender for the execution, effectiveness, genuineness, validity, enforceability, collectibility or sufficiency of this Agreement hereof or any other Loan Transaction Document or for any representations, warranties, recitals or statements made herein or therein or made in any written or oral statements or in any financial or other statements, instruments, reports or certificates or any other documents furnished or made by Administrative any Agent to Lenders or by or on behalf of Borrower any Credit Party to Administrative any Agent or any Lender in connection with the Loan Transaction Documents and the transactions contemplated thereby or for the financial condition or business affairs of Borrower any Credit Party or any other Person liable for the payment of any Obligations, nor shall Administrative any Agent be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained in any of the Loan Transaction Documents or as to the use of the proceeds of the Loans or the use of the Letters of Credit or as to the existence or possible existence of any Event of Default or Potential Event of DefaultDefault or to make any disclosures with respect to the foregoing. Anything contained in this Agreement herein to the contrary notwithstanding, Administrative Agent shall not have any liability arising from confirmations of the amount of outstanding Loans or the Letter of Credit Usage or the component amounts thereof unless any such liability results from the gross negligence or willful misconduct of Administrative Agentthereof.

No Responsibility for Certain Matters. Administrative No Agent shall not be responsible to any Lender for the execution, effectiveness, genuineness, validity, enforceability, collectibility collectability or sufficiency of this Agreement hereof or any other Loan Credit Document or for any representations, warranties, recitals or statements made herein or therein or made in any written or oral statements or in any financial or other statements, instruments, reports or certificates or any other documents furnished or made by Administrative any Agent to Lenders or by or on behalf of Borrower any Credit Party or any Lender to Administrative any Agent or any Lender in connection with the Loan Credit Documents and the transactions contemplated thereby or for the financial condition or business affairs of Borrower any Credit Party or any other Person liable for the payment of any Obligations, nor shall Administrative any Agent be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained in any of the Loan Credit Documents or as to the use of the proceeds of the Loans or the use of the Letters of Credit or as to the existence or possible existence of any Event of Default or Potential Event of DefaultDefault or to make any disclosures with respect to the foregoing. Anything contained in this Agreement herein to the contrary notwithstanding, Administrative Agent shall not have any liability arising from confirmations of the amount of outstanding Loans or the Letter of Credit Usage or the component amounts thereof unless any such liability results from the gross negligence or willful misconduct of Administrative Agentthereof.

No Responsibility for Certain Matters. Except for Administrative Agent’s failure to perform a specifically required task set forth herein (and which failure constitutes gross negligence, bad faith or willful misconduct, as determined by a court of competent jurisdiction in a final, non-appealable order), Administrative Agent shall not be responsible to any Lender for the execution, effectiveness, genuineness, validity, enforceability, collectibility collectability or sufficiency of this Agreement hereof or any other Loan Document Program Agreement or with respect to any other party for any representations, warranties, recitals or statements made herein or therein or made in any written or oral statements or in any financial or other statements, instruments, reports or certificates or any other documents furnished or made by Administrative Agent to Lenders or by or on behalf of Borrower to Administrative Agent Buyers or any Lender other party in connection with the Loan Documents Program Agreements and the transactions contemplated thereby or for the financial condition or business affairs of Borrower Sellers or any other Person liable for the payment of any Obligations, nor shall Administrative Agent be required (except as set forth herein or in the Program Agreements) to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained in any of the Loan Documents Program Agreements or as to the use of the proceeds of the Loans or the use of the Letters of Credit Transactions or as to the existence or possible existence of any Event of Default or Potential Event of Default. Anything contained in this Agreement to the contrary notwithstanding, Administrative Agent shall not have any liability arising from confirmations of the amount of outstanding Loans or the Letter of Credit Usage or the component amounts thereof unless any such liability results from the gross negligence or willful misconduct of Administrative Agent.

No Responsibility for Certain Matters. Administrative No Agent shall not be responsible to any Lender for the execution, effectiveness, genuineness, validity, enforceability, collectibility or sufficiency of this Agreement or any other Loan Document or for any representations, warranties, recitals or statements made herein or therein or made in any written or oral statements statement or in any financial or other statements, instruments, reports or certificates or any other documents furnished or made by Administrative any Agent to the Lenders or by or on behalf of Borrower Company and/or its Subsidiaries to Administrative any Agent or any Lender in connection with the Loan Documents and the transactions contemplated thereby or for the financial condition or business affairs of Borrower Company or any other Person liable for the payment of any Obligations, nor shall Administrative any Agent be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained in any of the Loan Documents or as to the use of the proceeds of the Loans or the use of the Letters of Credit or as to the existence or possible existence of any Event of Default or Potential Event of Default. Anything contained in this Agreement to the contrary notwithstanding, the Administrative Agent shall not have any liability arising from confirmations of the amount of outstanding Loans or the Letter Total Utilization of Credit Usage Revolving Loan Commitments or the component amounts thereof unless any such liability results from the gross negligence or willful misconduct of Administrative Agentthereof.

No Responsibility for Certain Matters. Administrative No Agent shall not be responsible to any Lender Party for the execution, effectiveness, genuineness, validity, enforceability, collectibility collectability or sufficiency of this Agreement hereof or any other Loan Credit Document or for any representations, warranties, recitals or statements made herein or therein or made in any written or oral statements or in any financial or other statements, instruments, reports or certificates or any other documents furnished or made by Administrative any Agent to Lenders Lender Parties or by or on behalf of Borrower any Credit Party to Administrative any Agent or any Lender Party in connection with the Loan Credit Documents and the transactions contemplated thereby or for the financial condition or business affairs of Borrower any Credit Party or any other Person liable for the payment of any Obligations, nor shall Administrative any Agent be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained in any of the Loan Credit Documents or as to the use of the proceeds of the Loans or the use of the Letters of Credit or as to the existence or possible existence of any Event of Default or Potential Event of DefaultDefault or to make any disclosures with respect to the foregoing. Anything contained in this Agreement herein to the contrary notwithstanding, Administrative Agent shall not have any liability arising from confirmations of the amount of outstanding Loans or the Letter of Credit Usage or the component amounts thereof unless any such liability results from the gross negligence or willful misconduct of Administrative Agentthereof.

No Responsibility for Certain Matters. Administrative Agent shall not be responsible to any Lender for the execution, effectiveness, genuineness, validity, enforceability, collectibility or sufficiency of this Agreement or any other Loan Document or for any representations, warranties, recitals or statements made herein or therein or made in any written or oral statements or in any financial or other statements, instruments, reports or certificates or any other documents furnished or made by Administrative Agent to Lenders or by or on behalf of Borrower to Administrative Agent or any Lender in connection with the Loan Documents and the transactions contemplated thereby or for the financial condition or business affairs of Borrower Borrowers or any other Person liable for the payment of any Obligations, nor shall Administrative Agent be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained in any of the Loan Documents or as to the use of the proceeds of the Loans or the use of the Letters of Credit or as to the existence or possible existence of any Event of Default or Potential Event of Default. Anything contained in this Agreement to the contrary notwithstanding, Administrative Agent shall not have any liability arising from confirmations of the amount of outstanding Loans or the Letter of Credit Usage or the component amounts thereof unless any such liability results from the gross negligence or willful misconduct of Administrative Agentthereof.

No Responsibility for Certain Matters. Administrative No Agent shall not be responsible to any Lender for the execution, effectiveness, genuineness, validity, enforceability, collectibility collectability or sufficiency of this Agreement hereof or any other Loan Credit Document or for any representations, warranties, recitals or statements made herein or therein or made in any written or oral statements or in any financial or other statements, instruments, reports or certificates or any other documents furnished or made by Administrative any Agent to Lenders or by or on behalf of Borrower any Credit Party to Administrative any Agent or any Lender in connection with the Loan Credit Documents and the transactions contemplated thereby or for the financial condition or business affairs of Borrower any Credit Party or any other Person liable for the payment of any Secured Obligations, nor shall Administrative any Agent be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained in any of the Loan Credit Documents or as to the use of the proceeds of the Loans or the use of the Letters of Credit or as to the existence or possible existence of any Event of Default or Potential Event of DefaultDefault or to make any disclosures with respect to the foregoing. Anything contained in this Agreement herein to the contrary notwithstanding, the Administrative Agent shall not have any liability arising from confirmations of the amount of outstanding Loans or the Letter of Credit Usage or the component amounts thereof unless any such liability results from the gross negligence or willful misconduct of Administrative Agentthereof.

No Responsibility for Certain Matters. Administrative No Agent shall not be responsible to any Lender for the execution, effectiveness, genuineness, validity, enforceability, collectibility collectability or sufficiency of this Agreement hereof or any other Loan Document or for any representations, warranties, recitals or statements made herein or therein or made in any written or oral statements or in any financial or other statements, instruments, reports or certificates or any other documents furnished or made by Administrative any Agent to Lenders any Lender or by or on behalf of the Borrower to Administrative any Agent or any Lender in connection with the Loan Documents and the transactions contemplated thereby or for the financial condition or business affairs of the Borrower or any other Person liable for the payment of any Obligations, nor shall Administrative any Agent be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained in any of the Loan Documents or as to the use of the proceeds of the Loans or the use of the Letters of Credit or as to the existence or possible existence of any Event of Default or Potential Event of DefaultDefault or to make any disclosures with respect to the foregoing. Anything contained in this Agreement herein to the contrary notwithstanding, Administrative Agent shall not have any liability arising from confirmations of the amount of outstanding Loans or the Letter of Credit Usage or the component amounts thereof unless any such liability results from the gross negligence or willful misconduct of Administrative Agentthereof.

No Responsibility for Certain Matters. Administrative No Agent shall not be responsible to any Lender for the execution, effectiveness, genuineness, validity, enforceability, collectibility collectability or sufficiency of this Agreement hereof or any other Loan Document Credit Document, the perfection or priority of any Lien, or for any representations, warranties, recitals or statements made herein or therein or made in any written or oral statements or in any financial or other statements, instruments, reports or certificates or any other documents furnished or made by Administrative any Agent to Lenders or by or on behalf of Borrower any Credit Party or to Administrative Agent or any Lender in connection with the Loan Credit Documents and the transactions contemplated thereby or for the financial condition or business affairs of Borrower any Credit Party or any other Person liable for the payment of any Obligations, nor shall Administrative any Agent be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained in any of the Loan Credit Documents or as to the use of the proceeds of the Loans or the use of the Letters of Credit or as to the existence or possible existence of any Event of Default or Potential Event of DefaultDefault or to make any disclosures with respect to the foregoing. Anything contained in this Agreement herein to the contrary notwithstanding, Administrative Agent shall not have any liability arising from confirmations of the amount of outstanding Loans or the Letter of Credit Usage or the component amounts thereof unless any such liability results from the gross negligence or willful misconduct of Administrative Agent.thereof

No Responsibility for Certain Matters. Administrative No Agent shall not be responsible to any Lender for the execution, effectiveness, genuineness, validity, enforceability, collectibility or sufficiency of this Agreement or any other Loan Document or for any representations, warranties, recitals or statements made herein or therein or made in any written or oral statements statement or in any financial or other statements, instruments, reports or certificates or any other documents furnished or made by Administrative any Agent to the Lenders or by or on behalf of Borrower the Company and/or its Subsidiaries to Administrative any Agent or any Lender in connection with the Loan Documents and the transactions contemplated thereby or for the financial condition or business affairs of Borrower the Company or any other Person liable for the payment of any Obligations, nor shall Administrative any Agent be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained in any of the Loan Documents or as to the use of the proceeds of the Loans or the use of the Letters of Credit or as to the existence or possible existence of any Event of Default or Potential Event of Default. Anything contained in this Agreement to the contrary notwithstanding, the Administrative Agent shall not have any liability arising from confirmations of the amount of outstanding Loans or the Letter Total Utilization of Credit Usage Revolving Loan Commitments or the component amounts thereof unless any such liability results from the gross negligence or willful misconduct of Administrative Agentthereof.

No Responsibility for Certain Matters. Administrative No Agent shall not be responsible to any Lender for the execution, effectiveness, genuineness, validity, enforceability, collectibility collectability or sufficiency of this Agreement hereof or any other Loan Credit Document or for any representations, warranties, recitals or statements made herein or therein or made in any written or oral statements or in any financial or other statements, instruments, reports or certificates or any other documents furnished or made by Administrative any Agent to Lenders or by or on behalf of Borrower any Credit Party to Administrative any Agent or any Lender in connection with the Loan Credit Documents and the transactions contemplated thereby or for the financial condition or business affairs of Borrower any Credit Party or any other Person liable for the payment of any Obligations, nor shall Administrative any Agent be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained in any of the Loan Credit Documents or as to the use of the proceeds of the Loans or the use of the Letters of Credit or as to the existence or possible existence of any Event of Default or Potential Event of DefaultDefault or to make any disclosures with respect to the foregoing. Anything contained in this Agreement herein to the contrary notwithstanding, neither Administrative Agent nor Borrowing Base Agent shall not have any liability arising from confirmations of the amount of outstanding Loans or the Letter of Credit Usage or the component amounts thereof unless any such liability results from the gross negligence or willful misconduct of Administrative Agentthereof.

No Responsibility for Certain Matters. The Administrative Agent shall not be responsible to any Lender for the execution, effectiveness, genuineness, validity, enforceability, collectibility or sufficiency of this Agreement or any other Loan Document or for any representations, warranties, recitals or statements made herein or therein or made in any written or oral statements or in any financial or other statements, instruments, reports or certificates or any other documents furnished or made by the Administrative Agent to the Lenders or by or on behalf of Borrower or any Loan Party to the Administrative Agent or any Lender in connection with the Loan Documents and the transactions contemplated thereby or for the financial condition or business affairs of Borrower Borrower, any Loan Party or any other Person liable for the payment of any Obligations, nor shall the Administrative Agent be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained in any of the Loan Documents or as to the use of the proceeds of the Loans or the use of the Letters of Credit Loan or as to the existence or possible existence of any Event of Default or Potential Event of Default. Anything contained in this Agreement to the contrary notwithstanding, the Administrative Agent shall not have any liability arising from confirmations of the amount of outstanding Loans or the Letter of Credit Usage Loan or the component amounts thereof unless any such liability results from the gross negligence or willful misconduct of Administrative Agentthereof.

No Responsibility for Certain Matters. Administrative No Agent shall not be responsible to any Lender for the execution, effectiveness, genuineness, validity, enforceability, collectibility or sufficiency of this Agreement hereof or any other Loan Credit Document or for any representations, warranties, recitals or statements made herein or therein or made in any written or oral statements or in any financial or other statements, instruments, reports or certificates or any other documents furnished or made by Administrative any of Agent to Lenders or by or on behalf of Borrower to Administrative any Agent or any Lender in connection with the Loan Credit Documents and the transactions contemplated thereby or for the financial condition or business affairs of Borrower any Credit Party or any other Person liable for the payment of any Obligations, nor shall Administrative any Agent be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained in any of the Loan Credit Documents or as to the use of the proceeds of the Loans or the use of the Letters of Credit or as to the existence or possible existence of any Event of Default or Potential Event of Default. Anything contained in this Agreement herein to the contrary notwithstanding, Administrative Agent shall not have any liability arising from confirmations of the amount of outstanding Loans or the Letter of Credit Usage or the component amounts thereof unless any such liability results from the gross negligence or willful misconduct of Administrative AgentLoans.

No Responsibility for Certain Matters. Administrative No Agent shall not be responsible to any Lender for the execution, effectiveness, genuineness, validity, enforceability, collectibility collectability or sufficiency of this Agreement hereof or any other Loan Credit Document or for any representations, warranties, recitals or statements made herein or therein or made in any written or oral statements or in any financial or other statements, instruments, reports or certificates or any other documents furnished or made by Administrative any Agent to Lenders or by or on behalf of Borrower any Credit Party, any Lender to Administrative any Agent or any Lender in connection with the Loan Credit Documents and the transactions contemplated thereby or for the financial condition or business affairs of Borrower any Credit Party or any other Person liable for the payment of any Obligations, nor shall Administrative any Agent be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained in any of the Loan Credit Documents or as to the use of the proceeds of the Loans or the use of the Letters of Credit or as to the existence or possible existence of any Event of Default or Potential Event of DefaultDefault or to make any disclosures with respect to the foregoing. Anything contained in this Agreement herein to the contrary notwithstanding, Administrative Agent shall not have any liability arising from confirmations of the amount of outstanding Loans or the Letter of Credit Usage or the component amounts thereof unless any such liability results from the gross negligence or willful misconduct of Administrative Agentthereof.

No Responsibility for Certain Matters. The Administrative Agent shall not be responsible to any Lender for the execution, effectiveness, genuineness, validity, enforceability, collectibility or sufficiency of this Agreement or any other Loan Document or for any representations, warranties, recitals or statements made herein or therein or made in any written or oral statements or in any financial or other statements, instruments, reports or certificates or any other documents furnished or made by the Administrative Agent to Lenders or by or on behalf of Borrower the Borrowers, any Lender or any person providing the Settlement Service to the Administrative Agent or any Lender in connection with the Loan Documents and the transactions contemplated thereby or for the financial condition or business affairs of Borrower the Borrowers or any other Person liable for the payment of any Obligations, nor shall Administrative Agent be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained in any of the Loan Documents or as to the use of the proceeds of the Loans or the use of the Letters of Credit or as to the existence or possible existence of any Event of Default or Potential Event of Default. Anything contained in this Agreement to the contrary notwithstanding, the Administrative Agent shall not have any liability arising from confirmations of the amount of outstanding Loans or the Letter of Credit Usage or the component amounts thereof unless any such liability results from the gross negligence or willful misconduct of Administrative Agentthereof.

No Responsibility for Certain Matters. Administrative Agent shall not be responsible to any Lender for the execution, effectiveness, genuineness, validity, enforceabilityenforceabili ty, collectibility or sufficiency of this Agreement or any other Loan Document or for any representations, warranties, recitals or statements made herein or therein or made in any written or oral statements or in any financial or other statements, instruments, reports or certificates or any other documents furnished or made by Administrative Agent to Lenders or by or on behalf of Parent or Borrower to Administrative Agent or any Lender in connection with the Loan Documents and the transactions contemplated thereby or for the financial condition or business affairs of Borrower or any other Person liable for the payment of any Obligations, nor shall Administrative Agent be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained in any of the Loan Documents or as to the use of the proceeds of the Loans or the use of the Letters of Credit or as to the existence or possible existence of any Event of Default or Potential Event of Default. Anything contained in this Agreement to the contrary notwithstanding, Administrative Agent shall not have any liability arising from confirmations of the amount of outstanding Loans or the Revolving Letter of Credit Usage or the component amounts thereof unless any such liability results from the gross negligence or willful misconduct of Administrative Agentthereof.

No Responsibility for Certain Matters. Administrative No Agent shall not be responsible to any Lender for the execution, effectiveness, genuineness, validity, enforceability, collectibility collectability or sufficiency of this Agreement hereof or any other Loan Credit Document or for any representations, warranties, recitals or statements made herein or therein or made in any written or oral statements or in any financial or other statements, instruments, reports or certificates or any other documents furnished or made by Administrative any Agent to Lenders or by or on behalf of Borrower any Credit Party, any Lender to Administrative any Agent or any Lender in connection with the Loan Credit Documents and the transactions contemplated thereby or for the financial condition or business affairs of Borrower any Credit Party or any other Person liable for the payment of any Loan Obligations, nor shall Administrative any Agent be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained in any of the Loan Credit Documents or as to the use of the proceeds of the Loans or the use of the Letters of Credit or as to the existence or possible existence of any Event of Default or Potential Event of DefaultDefault or to make any disclosures with respect to the foregoing. Anything contained in this Agreement herein to the contrary notwithstanding, Administrative Agent shall not have any liability arising from confirmations of the amount of outstanding Loans or the Letter of Credit Usage or the component amounts thereof unless any such liability results from the gross negligence or willful misconduct of Administrative Agentthereof.

No Responsibility for Certain Matters. Administrative No Agent shall not be responsible to any Lender for the execution, effectiveness, genuineness, validity, enforceability, collectibility or sufficiency of this Agreement or any other Loan Document or for any representations, warranties, recitals or statements made herein or therein or made in any written or oral statements or in any financial or other statements, instruments, reports or certificates or any other documents furnished or made by Administrative such Agent to Lenders or by or on behalf of Borrower any Loan Party to Administrative such Agent or any Lender in connection with the Loan Documents and the transactions contemplated thereby or for the financial condition or business affairs of Borrower any Loan Party or any other Person liable for the payment of any Obligations, nor shall Administrative such Agent be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained in any of the Loan Documents or as to the use of the proceeds of the Loans or the use of the Letters of Credit or as to the existence or possible existence of any Event of Default or Potential Event of Default. Anything contained in this Agreement to the contrary notwithstanding, Administrative Agent shall not have any liability arising from confirmations of the amount of outstanding Loans or the Letter of Credit Usage or the component amounts thereof unless any such liability results from the gross negligence or willful misconduct of Administrative Agentthereof.

No Responsibility for Certain Matters. Administrative No Agent shall not be responsible to any Lender for the execution, effectiveness, genuineness, validity, enforceability, collectibility or sufficiency of this Agreement or any other Loan Document or for any representations, warranties, recitals or statements made herein or therein or made in any written or oral 118 statements or in any financial or other statements, instruments, reports or certificates or any other documents furnished or made by Administrative such Agent to Lenders or by or on behalf of Borrower any Loan Party to Administrative such Agent or any Lender in connection with the Loan Documents and the transactions contemplated thereby or for the financial condition or business affairs of Borrower Company, its Subsidiaries or any other Person liable for the payment of any Obligations, nor shall Administrative such Agent be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained in any of the Loan Documents or as to the use of the proceeds of the Loans or the use of the Letters of Credit or as to the existence or possible existence of any Event of Default or Potential Event of Default. Anything contained in this Agreement to the contrary notwithstanding, Administrative Agent shall not have any liability arising from confirmations of the amount of outstanding Loans or the Letter of Credit Usage or the component amounts thereof unless any such liability results from the gross negligence or willful misconduct of Administrative Agentthereof.