Common use of No Responsibility for Certain Matters Clause in Contracts

No Responsibility for Certain Matters. (i) No Agent shall be responsible for, or have any duty to ascertain or inquire into, the execution, effectiveness, genuineness, validity, enforceability, collectability or sufficiency hereof or any other 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 any Agent to Lenders or by or on behalf of any Credit Party to any Agent or any Lender in connection with the Credit Documents and the transactions contemplated thereby or for the financial condition or business affairs of any Credit Party or any other Person liable for the payment of any Obligations, nor shall 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 Credit Documents (other than to confirm receipt of the items expressly required to be delivered to such Agent) or as to the use of the proceeds of the Term Loans or as to the existence or possible existence of any Event of Default or Default or to make any disclosures with respect to the foregoing. Anything contained herein to the contrary notwithstanding, Administrative Agent shall not have any liability arising from confirmations of the amount of outstanding Term Loans or the component amounts thereof. (ii) Each party to this Agreement acknowledges and agrees that Administrative Agent may use an outside service provider for the tracking of all UCC financing statements required to be filed pursuant to the Credit Documents and notification to Administrative Agent, of, among other things, the upcoming lapse or expiration thereof, and that any such service provider will be deemed to be acting at the request and on behalf of Parent Borrower and the other Credit Parties. No Agent shall be liable for any action taken or not taken by any such service provider.

No Responsibility for Certain Matters. (i) No The Administrative Agent shall not be responsible for, to any Lender or have any duty to ascertain or inquire into, the L/C Issuer for the execution, effectiveness, genuineness, validity, enforceability, collectability collectibility or sufficiency hereof or of any other 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 any the Administrative Agent to Lenders or by or on behalf of any Credit Party to any Agent or Other Agent, any Lender or the L/C Issuer in connection with the Credit Documents and the transactions contemplated thereby or for the financial condition or business affairs of any Credit Party or any other Person liable for the payment of any Obligations, nor and the Administrative Agent shall any Agent not 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 Credit Documents (other than to confirm receipt of the items expressly required to be delivered to such Agent) or as to the use of the proceeds of the Term Loans or as to the existence or possible existence of any Event of Default or Default or as to the satisfaction of any condition set forth in Section 3 or elsewhere herein (other than to confirm receipt of items expressly required to be delivered to the Administrative Agent) or to inspect the properties, books or records of Borrower or any of its Subsidiaries or to make any disclosures with respect to the foregoing. No requirement in any Credit Document for a Credit Party to provide evidence, opinion, information, documentation or other material requested or required by the Administrative Agent shall be construed to mean that the Administrative Agent has any responsibility to request or require such evidence, opinion, information, documentation or other material. Anything contained herein to the contrary notwithstanding, Administrative Agent shall not have any liability arising from confirmations of the amount of outstanding Term Loans or the component amounts thereofLetters of Credit. (ii) Each party to this Agreement acknowledges and agrees that Administrative Agent may use an outside service provider for the tracking of all UCC financing statements required to be filed pursuant to the Credit Documents and notification to Administrative Agent, of, among other things, the upcoming lapse or expiration thereof, and that any such service provider will be deemed to be acting at the request and on behalf of Parent Borrower and the other Credit Parties. No Agent shall be liable for any action taken or not taken by any such service provider.

No Responsibility for Certain Matters. (i) No Agent shall be responsible for, or have to any duty to ascertain or inquire into, Lender for the execution, effectiveness, genuineness, validity, enforceability, collectability or sufficiency hereof or any other 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 any Agent to Lenders or by or on behalf of any Credit Party to any Agent or any Lender in connection with the Credit Documents and the transactions contemplated thereby or for the financial condition or business affairs of any Credit Party or any other Person liable for the payment of any Obligations, nor shall 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 Credit Documents (other than to confirm receipt of the items expressly required to be delivered to such Agent) or as to the use of the proceeds of the Term Loans or as to the existence or possible existence of any Event of Default or Default or as to the value or sufficiency of any Collateral or as to the satisfaction of any condition set forth in Section 3 or elsewhere herein (other than confirm receipt of items expressly required to be delivered to such Agent) or to inspect the properties, books or records of Holdings or any of its Subsidiaries or to make any disclosures with respect to the foregoing. Anything contained 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. (ii) Each party to this Agreement acknowledges and agrees that Administrative Agent may use an outside service provider for the tracking of all UCC financing statements required to be filed pursuant to the Credit Documents and notification to Administrative Agent, of, among other things, the upcoming lapse or expiration thereof, and that any such service provider will be deemed to be acting at the request and on behalf of Parent Borrower and the other Credit Parties. No Agent shall be liable for any action taken or not taken by any such service provider.

No Responsibility for Certain Matters. (i) No The Administrative Agent nor any of its directors, officers, agents or employees shall not be responsible forto any Funding Agent, any Lender or have any duty to ascertain or inquire into, Hedge Counterparty for the execution, effectiveness, genuineness, validity, enforceability, collectability or sufficiency hereof of this Agreement or any other Credit 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 any Agent to Lenders or by or on behalf of the Borrower, the Facility Administrator or Parent or their respective affiliates to the Administrative Agent, any Credit Party to Funding Agent, any Agent Lender or any Lender Hedge Counterparty in connection with the Credit Transaction Documents and the transactions contemplated thereby or for the financial condition or business affairs of any Credit Party the Borrower, the Facility Administrator or Parent or their respective affiliates to the Administrative Agent or any other Person liable for the payment of any Obligations, nor shall any 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 Credit Transaction Documents (other than to confirm receipt of the items expressly required to be delivered to such Agent) or as to the use of the proceeds of the Term Loans Advances or as to the existence or possible existence of any Event of Default or Potential Default or to make any disclosures with respect to the foregoing. Without limiting the generality of the foregoing, the Administrative Agent shall have no duty or obligation whatsoever to make, verify, or recompute any numerical information or other calculations under or in connection with this Agreement or any other Transaction Document, including any numerical information and other calculations included in any Borrowing Base Certificate, Facility Administrator Report or otherwise, and the Administrative Agent shall have no duty or liability to confirm, verify or review the contents, and shall not be responsible for the accuracy or content, of any documents, certificates or opinions delivered in connection with this Agreement or any other Transaction Document. In addition, the Administrative Agent shall have no duty or liability to determine whether any Solar Asset is an Eligible Solar Asset or to inspect the Solar Assets at any time or ascertain or inquire as to the performance or observance of any of the Borrower’s, the Facility Administrator’s or the Parent’s or any of their respective affiliate’s representations, warranties or covenants. Anything contained herein to the contrary notwithstanding, the Administrative Agent shall not have any liability arising from confirmations of the amount of outstanding Term Loans Advances or the component amounts thereof. (ii) Each party . The Administrative Agent shall not be responsible to any Funding Agent, any Lender or any Hedge Counterparty for the perfection or priority of any of the Liens on any of the Collateral, or for the execution, effectiveness, genuineness, validity, legality, enforceability, collectability, or sufficiency of this Agreement acknowledges and agrees or any of the other Transaction Documents or the transactions contemplated thereby, or for the financial condition of any guarantor of any or all of the Obligations, the Borrower or any of its respective Affiliates. In determining compliance with any condition hereunder to the making of Advances that by its terms must be fulfilled to the satisfaction of a Lender, the Administrative Agent may use an outside service provider for presume that such condition is satisfactory to such Lender unless the tracking of all UCC financing statements required to be filed pursuant Administrative Agent shall have received notice to the Credit Documents contrary from such Lender prior to the making of such Advance. The Administrative Agent may consult with legal counsel, independent accountants and notification to Administrative Agent, of, among other things, the upcoming lapse or expiration thereofexperts selected by it, and that any such service provider will be deemed to be acting at the request and on behalf of Parent Borrower and the other Credit Parties. No Agent shall not be liable for any action taken or not taken by it in accordance with the advice of any such service providercounsel, accountant or experts.

No Responsibility for Certain Matters. (i) No Agent shall have any duties or obligations except those expressly set forth herein, nor shall any Agent be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing. Without limiting the generality of the foregoing, no Agent shall be responsible for, or have to any duty to ascertain or inquire into, Lender for the execution, effectiveness, genuineness, validity, enforceability, collectability or sufficiency hereof or any other 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 any Agent to Lenders or by or on behalf of any Credit Party to any Agent or any Lender in connection with the Credit Documents and the transactions contemplated thereby or for the financial condition or business affairs of any Credit Party or any other Person liable for the payment of any Obligations, nor shall 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 Credit Documents (other than to confirm receipt of the items expressly required to be delivered to such Agent) or as to the use of the proceeds of the Term Loans or as to the existence or possible existence of any Event of Default or Default Default. Except as expressly set forth herein, no Agent shall have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Credit Party that is communicated to or to make obtained by such Agent or any disclosures with respect to the foregoingof its Affiliates in any capacity. Anything contained 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. (ii) Each party to this Agreement acknowledges and agrees that Administrative Agent may use an outside service provider for the tracking of all UCC financing statements required to be filed pursuant to the Credit Documents and notification to Administrative Agent, of, among other things, the upcoming lapse or expiration thereof, and that any such service provider will be deemed to be acting at the request and on behalf of Parent Borrower and the other Credit Parties. No Agent shall be liable for any action taken or not taken by any such service provider.

No Responsibility for Certain Matters. (i) No Agent shall be responsible for, or have to any duty to ascertain or inquire into, Lender for (i) the execution, effectiveness, genuineness, validity, enforceability, collectability or sufficiency hereof or of any other Credit Document Document; (ii) the creation, perfection, maintenance, preservation, continuation or priority of any Lien or security interest created, purported to be created or required under any Credit Document; (iii) the value or the sufficiency of any Collateral; (iv) the satisfaction of any condition set forth in Section 3 or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to such Agent; (v) the failure of any Credit Party, Lender or any other Agent to perform its obligations hereunder or under any other Credit Document; or (vi) 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 any Agent to the Lenders or by or on behalf of any Credit Party to any Agent or any Lender in connection with the Credit Documents and the transactions contemplated thereby or for the financial condition or business affairs of any Credit Party or any other Person liable for the payment of any Obligations, nor shall 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 Credit Documents (other than to confirm receipt of the items expressly required to be delivered to such Agent) or as to the use of the proceeds of the Term Loans or as to the existence or possible existence of any Default or Event of Default (nor shall any Agent be deemed to have knowledge of the existence or possible existence of any Default or Event of Default unless and until written notice thereof (stating that it is a “notice of default”) is given to such Agent by Parent, the Borrower or any Lender) or to make any disclosures with respect to the foregoing. Anything contained Notwithstanding anything herein to the contrary notwithstandingcontrary, the Administrative Agent shall not have any liability arising from from, or be responsible for any loss, cost or expense suffered by the Borrower or any Lender as a result of, confirmations of the amount of outstanding Term Loans or of the component amounts thereofWeighted Average Yield. (ii) Each party to this Agreement acknowledges and agrees that Administrative Agent may use an outside service provider for the tracking of all UCC financing statements required to be filed pursuant to the Credit Documents and notification to Administrative Agent, of, among other things, the upcoming lapse or expiration thereof, and that any such service provider will be deemed to be acting at the request and on behalf of Parent Borrower and the other Credit Parties. No Agent shall be liable for any action taken or not taken by any such service provider.

No Responsibility for Certain Matters. (i) No The Roll-Up Notes Agent shall not be responsible for, or have any duty to ascertain or inquire into, for the execution, effectiveness, genuineness, validity, enforceability, collectability or sufficiency hereof or any other 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 any the Roll-Up Notes Agent to Lenders or by or on behalf of Issuer or any Credit Party Grantor to any the Roll-Up Notes Agent or any Lender Holder in connection with the Credit Documents this Indenture and the transactions contemplated thereby or for the financial condition or business affairs of Issuer, any Credit Party Grantor or any other Person liable for the payment of any Obligations, nor shall any the Roll-Up Notes 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 Credit Documents (other than to confirm receipt of the items expressly required to be delivered to such Agent) this Indenture or as to the use of the proceeds of the Term Loans Notes or as to the existence or possible existence of any Event of Default or Default or to make any disclosures with respect to the foregoing. The Roll-Up Notes Agent shall not be responsible for the satisfaction of any condition set forth in this Indenture, other than to confirm receipt of items expressly required to be delivered to the Roll-Up Notes Agent. The Roll-Up Notes Agent will not be required to take any action that is contrary to applicable law or any provision of this Indenture. Anything contained herein to the contrary notwithstanding, Administrative The Roll-Up Notes Agent shall not have any liability arising from confirmations of the amount of outstanding Term Loans Notes or the component amounts thereof. (ii) Each party to this Agreement acknowledges and agrees that Administrative . The Roll-Up Notes Agent may use an outside service provider for take direction from the tracking of all UCC financing statements required to Required Holders and shall be filed pursuant entitled to the Credit Documents and notification to Administrative Agent, of, among other things, the upcoming lapse or expiration thereof, and that any such service provider will be deemed to be acting at the request and on behalf protections of Parent Borrower and the other Credit Parties. No Agent shall be liable for any action taken or not taken by any such service providerthis section in doing so.

No Responsibility for Certain Matters. (i) No Agent shall be responsible for, to any Lender for or have any duty to ascertain or inquire into, into the execution, effectiveness, genuineness, validity, enforceability, perfection, collectability or sufficiency hereof (including, for the avoidance of doubt, in connection with any Agent’s reliance on any electronic signatures, or signatures transmitted by telecopy, emailed .pdf or any other electronic means) of this Agreement or any other 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, agreements, reports or certificates or any other documents furnished or made by any Agent to Lenders or by or on behalf of any Credit Party to any Agent or any Lender in connection with the Credit Documents and the transactions contemplated thereby or for the financial condition or business affairs of any Credit Party or any other Person liable for the payment of any Obligations, nor shall 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 Credit Documents (other than to confirm receipt of the items expressly required to be delivered to such Agent) or as to the use of the proceeds of the Term Loans or as to the existence or possible existence of any Event of Default or Default or as to the value or sufficiency of any Collateral or as to the satisfaction of any condition set forth in Section 3 or elsewhere herein (other than 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 herein to the contrary notwithstanding, Administrative Agent shall not have any liability arising from confirmations of the amount of outstanding Term Loans or the component amounts thereof. (ii) Each party to this Agreement acknowledges and agrees that Administrative Agent may use an outside service provider for the tracking of all UCC financing statements required to be filed pursuant to the Credit Documents and notification to Administrative Agent, of, among other things, the upcoming lapse or expiration thereof, and that any such service provider will be deemed to be acting at the request and on behalf of Parent Borrower and the other Credit Parties. No Agent shall be liable for any action taken or not taken by any such service provider.

No Responsibility for Certain Matters. (i) No Agent shall be responsible for, or have to any duty to ascertain or inquire into, Lender for the execution, effectiveness, genuineness, validity, enforceability, collectability or sufficiency hereof or any other Credit Document Loan Document, or for the creation, 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 any Agent to the Lenders or by or on behalf of any Credit Loan Party or to any Agent or any Lender in connection with the Credit Loan Documents and the transactions contemplated thereby or for the financial condition or business affairs of any Credit Loan Party or any other Person liable for the payment of any Obligations, nor shall 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 Credit Loan Documents (other than to confirm receipt of the items expressly required to be delivered to such Agent) or as to the use of the proceeds of the Term Loans or as to the existence or possible existence of any Event of Default or Default or as to the value or sufficiency of any Collateral or as to the satisfaction of any condition set forth in Article III or elsewhere herein (other than confirm receipt of items expressly required to be delivered to such Agent) or to inspect the properties, books or records of Holdings or any of its Subsidiaries or to make any disclosures with respect to the foregoing. Anything contained herein to the contrary notwithstanding, neither the Administrative Agent nor the Revolving 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. (ii) Each party to this Agreement acknowledges and agrees that Administrative Agent may use an outside service provider for the tracking of all UCC financing statements required to be filed pursuant to the Credit Documents and notification to Administrative Agent, of, among other things, the upcoming lapse or expiration thereof, and that any such service provider will be deemed to be acting at the request and on behalf of Parent Borrower and the other Credit Parties. No Agent shall be liable for any action taken or not taken by any such service provider.

No Responsibility for Certain Matters. (i) No Agent or Arranger shall be responsible for, for or have any duty to ascertain or inquire into, into the execution, effectiveness, genuineness, validity, enforceability, collectability or sufficiency hereof or any other Credit Loan Document or any other agreement, instrument or document, or for the creation, perfection or priority of any Lien purported to be created by the Security Documents, or for any representations, warranties, recitals or statements made herein or therein or in connection with this Agreement or any other Loan Document 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 any Agent to the Lenders or by or on behalf of any Credit Loan Party or to any Agent or any Lender in connection with the Credit Loan Documents and the transactions contemplated thereby or for the financial condition or business affairs of any Credit Loan Party or any other Person liable for the payment of any Obligations, nor shall 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 Credit Loan Documents (other than to confirm receipt of the items expressly required to be delivered to such Agent) or as to the use of the proceeds of the Term Loans or as to the existence or possible existence of any Event of Default or Default or as to the value or sufficiency of any Collateral or as to the satisfaction of any condition set forth in Article III or elsewhere herein (other than confirm receipt of items expressly required to be delivered to such Agent) or the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith or to inspect the properties, books or records of any Group Member or to make any disclosures with respect to the foregoing. Anything contained 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 component amounts thereof. (ii) Each party to this Agreement acknowledges and agrees that Administrative Agent may use an outside service provider for the tracking of all UCC financing statements required to be filed pursuant to the Credit Documents and notification to Administrative Agent, of, among other things, the upcoming lapse or expiration thereof, and that any such service provider will be deemed to be acting at the request and on behalf of Parent Borrower and the other Credit Parties. No Agent shall be liable for any action taken or not taken by any such service provider.

No Responsibility for Certain Matters. (i) No Agent shall be responsible for, or have to any duty to ascertain or inquire into, Lender for (i) the execution, effectiveness, genuineness, validity, enforceability, collectability or sufficiency hereof or of any other Credit Document Document; (ii) the creation, perfection, maintenance, preservation, continuation or for priority of any Lien or security interest created, purported to be created or required under any Credit Document; (iii) the value or the sufficiency of any Collateral; (iv) the satisfaction of any condition set forth in Section 3 or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to such Agent; (v) the failure of any Credit Party, Lender, or other Agent to perform its obligations hereunder or under any other Credit Document; or (vi) 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 any Agent to the Lenders or by or on behalf of any Credit Party to any Agent or any Lender in connection with the Credit Documents and the transactions contemplated thereby or for the financial condition or business affairs of any Credit Party or any other Person liable for the payment of any Obligations, nor shall 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 Credit Documents (other than to confirm receipt of the items expressly required to be delivered to such Agent) or as to the use of the proceeds of the Term Loans or as to the existence or possible existence of any Default or Event of Default (nor shall any Agent be deemed to have knowledge of the existence or possible existence of any Default or Event of Default unless and until written notice thereof (stating that it is a “notice of default”) is given to such Agent by the Borrower or any Lender) or to make any disclosures with respect to the foregoing. Anything contained Notwithstanding anything herein to the contrary notwithstandingcontrary, the Administrative Agent shall not have any liability arising from from, or be responsible for any loss, cost or expense suffered by the Borrower, any Subsidiary or any Lender as a result of, confirmations of the amount of outstanding Term Loans Loans, any exchange rate determination or the component amounts thereof. (ii) Each party to this Agreement acknowledges and agrees that Administrative Agent may use an outside service provider for the tracking of all UCC financing statements required to be filed pursuant currency conversion, in each case except to the Credit Documents and notification to Administrative extent caused by such Agent’s gross negligence or willful misconduct, ofas determined by a final, among other things, the upcoming lapse or expiration thereof, and that any such service provider will be deemed to be acting at the request and on behalf non-appealable judgment of Parent Borrower and the other Credit Parties. No Agent shall be liable for any action taken or not taken by any such service providera court of competent jurisdiction.

No Responsibility for Certain Matters. (i) No The Administrative Agent nor any of its directors, officers, agents or employees shall not be responsible forto any Funding Agent, any Lender or have any duty to ascertain or inquire into, Qualifying Hedge Counterparty for the execution, effectiveness, genuineness, validity, enforceability, collectability or sufficiency hereof of this Agreement or any other Credit 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 any Agent to Lenders or by or on behalf of the Borrower, the Facility Administrator or Parent or their respective affiliates to the Administrative Agent, any Credit Party to Funding Agent, any Agent Lender or any Lender Qualifying Hedge Counterparty in connection with the Credit Transaction Documents and the transactions contemplated thereby or for the financial condition or business affairs of any Credit Party the Borrower, the Facility Administrator or Parent or their respective affiliates to the Administrative Agent or any other Person liable for the payment of any Obligations, nor shall any 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 Credit Transaction Documents (other than to confirm receipt of the items expressly required to be delivered to such Agent) or as to the use of the proceeds of the Term Loans Advances or as to the existence or possible existence of any Event of Default or Potential Event of Default or to make any disclosures with respect to the foregoing. Without limiting the generality of the foregoing, the Administrative Agent shall have no duty or obligation whatsoever to make, verify, or recompute any numerical information or other calculations under or in connection with this Agreement or any other Transaction Document, including any numerical information and other calculations included in any Borrowing Base Certificate, Facility Administrator Report or otherwise, and the Administrative Agent shall have no duty or liability to confirm, verify or review the contents, and shall not be responsible for the accuracy or content, of any documents, certificates or opinions delivered in connection with this Agreement or any other Transaction Document. In addition, the Administrative Agent shall have no duty or liability to determine whether any Solar Asset is an Eligible Solar Asset or to inspect the Solar Assets at any time or ascertain or inquire as to the performance or observance of any of the Borrower’s, the Facility Administrator’s or the Parent’s or any of their respective affiliate’s representations, warranties or covenants. Anything contained herein to the contrary notwithstanding, the Administrative Agent shall not have any liability arising from confirmations of the amount of outstanding Term Loans Advances or the component amounts thereof. (ii) Each party . The Administrative Agent shall not be responsible to any Funding Agent, any Lender or any Qualifying Hedge Counterparty for the perfection or priority of any of the Liens on any of the Collateral, or for the execution, effectiveness, genuineness, validity, legality, enforceability, collectability, or sufficiency of this Agreement acknowledges and agrees that Administrative Agent may use an outside service provider or any of the other Transaction Documents or the transactions contemplated thereby, or for the tracking financial condition of any guarantor of any or all UCC financing statements required to be filed pursuant to of the Credit Documents and notification to Administrative Agent, of, among other thingsObligations, the upcoming lapse Borrower or expiration thereof, and that any such service provider will be deemed to be acting at the request and on behalf of Parent Borrower and the other Credit Parties. No Agent shall be liable for any action taken or not taken by any such service providerits respective Affiliates.

No Responsibility for Certain Matters. (i) No Administrative Agent shall not be responsible for, or have to any duty to ascertain or inquire into, Lender for the execution, effectiveness, genuineness, validity, enforceability, collectability or sufficiency hereof or any other 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 any Administrative Agent to Lenders or by or on behalf of any Credit Party Party, or to any Agent or any Lender in connection with the Credit Documents and the transactions contemplated thereby or for the financial condition or business affairs of any Credit Party or any other Person liable for the payment of any Obligations, nor shall any 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 Credit Documents (other than to confirm receipt of the items expressly required to be delivered to such Agent) or as to the use of the proceeds of the Term Loans or as to the existence or possible existence of any Event of Default or Default or to make any disclosures with respect to the foregoing. Anything contained herein to the contrary notwithstanding, Administrative Agent shall not have any liability arising from confirmations of the amount of outstanding Term Loans or Loans. Notwithstanding the component amounts thereof. (ii) Each party to this Agreement acknowledges and agrees that foregoing, the Administrative Agent may use an outside service provider for the tracking of all UCC financing statements required shall not have any duty to be filed pursuant to the Credit Documents take any discretionary action or exercise any discretionary powers, except discretionary rights and notification to Administrative Agent, of, among other things, the upcoming lapse powers expressly contemplated hereby or expiration thereof, and that any such service provider will be deemed to be acting at the request and on behalf of Parent Borrower and by the other Credit Parties. No Documents that the Administrative Agent is required to exercise as directed in writing by the Requisite Lenders (or such other number or percentage of the Lenders (or the Initial Lender Representative) as shall be expressly provided for herein or in the other Credit Documents); provided that the Administrative Agent shall not be liable for required to take any action taken that, in its opinion or not taken by the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any such service providerCredit Document or applicable law.

No Responsibility for Certain Matters. (i) No Agent shall be responsible for, to any Lender or have any duty to ascertain or inquire into, Issuing Bank for (i) the execution, effectiveness, genuineness, validity, enforceability, collectability or sufficiency hereof or of any other Credit Document Document; (ii) the creation, perfection, maintenance, preservation, continuation or for priority of any Lien or security interest created, purported to be created or required under any Credit Document; (iii) the value or the sufficiency of any Collateral; (iv) the satisfaction of any condition set forth in Section 3 or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to such Agent; (v) the failure of any Credit Party, Lender, Issuing Bank or other Agent to perform its obligations hereunder or under any other Credit Document; or (vi) 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 any Agent to the Lenders or the Issuing Banks or by or on behalf of any Credit Party to any Agent Agent, any Lender or any Lender Issuing Bank in connection with the Credit Documents and the transactions contemplated thereby or for the financial condition or business affairs of any Credit Party or any other Person liable for the payment of any Obligations, nor shall 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 Credit Documents (other than to confirm receipt of the items expressly required to be delivered to such Agent) or as to the use of the proceeds of the Term Loans or as to the existence or possible existence of any Default or Event of Default (nor shall any Agent be deemed to have knowledge of the existence or possible existence of any Default or Event of Default unless and until written notice thereof (stating that it is a “notice of default”) is given to such Agent by the Borrower or any Lender) or to make any disclosures with respect to the foregoing. Anything contained Notwithstanding anything herein to the contrary notwithstandingcontrary, the Administrative Agent shall not have any liability arising from from, or be responsible for any loss, cost or expense suffered by the Borrower, any Subsidiary, any Lender or any Issuing Bank as a result of, confirmations of the amount of outstanding Term Loans Loans, the Letter of Credit Usage or the component amounts thereof. (ii) Each party , the calculation of the Yield Maintenance Amount or the Weighted Average Yield with respect to this any Indebtedness, any exchange rate determination or currency conversion, the determination of whether any Class of Term Loans constitutes Incremental Tranche A Term Loans or TLA Term Loans, the terms and conditions of any Permitted Intercreditor Agreement acknowledges and agrees that Administrative Agent may use an outside service provider for or any Permitted Subordinated Indebtedness Document or of any subordination terms applicable to any Permitted Subordinated Indebtedness or the tracking calculation of all UCC financing statements required to be filed pursuant the outstanding amount of Specified Hedge Obligations or Specified Cash Management Services Obligations, in each case except to the Credit Documents and notification to Administrative extent caused by such Agent’s gross negligence or willful misconduct, ofas determined by a final, among other things, the upcoming lapse or expiration thereof, and that any such service provider will be deemed to be acting at the request and on behalf non-appealable judgment of Parent Borrower and the other Credit Parties. No Agent shall be liable for any action taken or not taken by any such service providera court of competent jurisdiction.

No Responsibility for Certain Matters. (i) No Agent shall be responsible for, to any Lender or have any duty to ascertain or inquire into, Issuing Bank for (i) the execution, effectiveness, genuineness, validity, enforceability, collectability or sufficiency hereof or of any other Credit Document Document; (ii) the creation, perfection, maintenance, preservation, continuation or for priority of any Lien or security interest created, purported to be created or required under any Credit Document; (iii) the value or the sufficiency of any Collateral; (iv) the satisfaction of any condition set forth in Section 3 or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to such Agent; (v) the failure of any Credit Party, Lender or other Agent to perform its obligations hereunder or under any other Credit Document; or (vi) 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 (including any Borrowing Base Certificate) or any other documents furnished or made by any Agent to the Lenders or Issuing Banks or by or on behalf of any Credit Party to any Agent or any Lender or Issuing Bank in connection with the Credit Documents and the transactions contemplated thereby or for the financial condition or business affairs of any Credit Party or any other Person liable for the payment of any Obligations, nor shall 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 Credit Documents (other than to confirm receipt of the items expressly required to be delivered to such Agent) or as to the use of the proceeds of the Term Loans or as to the existence or possible existence of any Default or Event of Default (nor shall any Agent be deemed to have knowledge of the existence or possible existence of any Default or Event of Default unless and until written notice thereof (stating that it is a “notice of default”) is given to such Agent by the Borrower or any Lender) or to make any disclosures with respect to the foregoing. Anything contained Notwithstanding anything herein to the contrary notwithstandingcontrary, the Administrative Agent shall not have any liability arising from from, or be responsible for any loss, cost or expense suffered by the Borrower, any Lender, any Issuing Bank or any other Secured Party as a result of, (A) confirmations of the amount of outstanding Term Loans Loans, the Letter of Credit Usage or the component amounts thereof or the Borrowing Base or the component amounts thereof. , (iiB) Each party to this calculation of Quarterly Average Excess Availability, Quarterly Average Facility Utilization or Specified Payment Excess Availability Percentage, (C) the terms and conditions of the ABL Intercreditor Agreement acknowledges or any amendment, supplement or other modification thereof, (D) qualification of (or lapse of qualification of) any Account or Inventory under the eligibility criteria set forth herein, (E) determination of whether the Specified Payment Conditions or the Specified Payment RP Conditions have been satisfied or (F) the calculations of the outstanding amount of any Designated Cash Management Services Obligations, Designated Pari Cash Management Services Obligations, Designated Hedge Obligations and agrees that Designated Pari Hedge Obligations and, in the case of any Designated Pari Cash Management Services Obligations or Designated Pari Hedge Obligations, whether the amount thereof is greater or less than the amount of any related Designated Pari Cash Management Services Reserve or Designated Pari Hedge Reserve (it being further agreed that, in determining the amount of any Designated Pari Cash Management Services Reserve, any Designated Pari Hedge Reserve or any other Reserve, the Administrative Agent may use an outside service provider for shall be entitled to rely, and shall be fully protected in relying, on the tracking calculation of all UCC financing statements required to be filed pursuant Designated Cash Management Services Obligations, Designated Pari Cash Management Services Obligations, Designated Hedge Obligations and Designated Pari Hedge Obligations as set forth in any Borrowing Base Certificate or as otherwise provided to the Credit Documents and notification to Administrative Agent, of, among other things, the upcoming lapse Agent by or expiration thereof, and that any such service provider will be deemed to be acting at the request and on behalf of Parent the Borrower and the or any other Credit Parties. No Agent shall be liable for any action taken or not taken by any such service providerParty).

No Responsibility for Certain Matters. (i) No Agent shall be responsible for, or have to any duty to ascertain or inquire into, Lender for the execution, effectiveness, genuineness, validity, enforceability, collectability or sufficiency hereof of this Agreement or any other Credit Loan Document or any other document or instrument furnished in connection herewith or therewith (including, for the avoidance of doubt, in connection with the Administrative Agent’s reliance on any Electronic Signature transmitted by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page), 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 any Agent to the Lenders or by or on behalf of any Credit Party the Borrower to any Agent or any Lender in connection with the Credit Loan Documents and the transactions contemplated thereby or for the financial condition or business affairs of any Credit Party the Group Members or any other Person liable for the payment of any ObligationsObligations or Affiliate of the Group Members or any such Person, nor shall any Agent be required to ascertain or inquire as to into (i) any statement, warranty or representation made in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document delivered thereunder or in connection therewith, (iii) the performance or observance of any of the termscovenants, conditions, provisions, covenants agreements or agreements contained other terms or conditions set forth in any Loan Document or the occurrence of any Potential Event of Default or Event of Default, (iv) the Credit Documents sufficiency, validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Section 3 or elsewhere in any Loan Document, other than to confirm receipt of the items (which on their face purport to be such items) expressly required to be delivered to such Agent) Agent or as satisfaction of any condition that expressly refers to the use of the proceeds of the Term Loans matters described therein being acceptable or as satisfactory to the existence or possible existence of any Event of Default or Default such Agent or to make any disclosures with respect to any of the foregoing. Anything contained herein in this Agreement to the contrary notwithstanding, the Administrative Agent shall not have any liability arising from confirmations of the amount of outstanding Term Loans or the component amounts thereof. (ii) Each party to this Agreement acknowledges and agrees that Administrative Agent may use an outside service provider for the tracking of all UCC financing statements required to be filed pursuant to the Credit Documents and notification to Administrative Agent, of, among other things, the upcoming lapse or expiration thereof, and that any such service provider will be deemed to be acting at the request and on behalf of Parent Borrower and the other Credit Parties. No Agent shall be liable for any action taken or not taken by any such service provider.

No Responsibility for Certain Matters. (i) No Agent shall be responsible for, to any Lender or have Issuing Bank or any duty to ascertain or inquire into, other Secured Party for (i) the execution, effectiveness, genuineness, validity, enforceability, collectability or sufficiency hereof or of any other Credit Document Document; (ii) the creation, perfection, maintenance, preservation, continuation or for priority of any Lien or security interest created, purported to be created or required under any Credit Document; (iii) the value or the sufficiency of any Collateral; (iv) the satisfaction of any condition set forth in Section 3 or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to such Agent; (v) the failure of any Credit Party, Lender, Issuing Bank or other Agent to perform its obligations hereunder or under any other Credit Document; or (vi) 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 (including any Borrowing Base Certificate) or any other documents furnished or made by any Agent to the Lenders or the Issuing Banks or by or on behalf of any Credit Party to any Agent Agent, any Lender or any Lender Issuing Bank in connection with the Credit Documents and the transactions contemplated thereby or for the financial condition or business affairs of any Credit Party or any other Person liable for the payment of any Obligations, nor shall 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 Credit Documents (other than to confirm receipt of the items expressly required to be delivered to such Agent) or as to the use of the proceeds of the Term Loans or as to the existence or 1095171012\7\AMERICAS possible existence of any Default or Event of Default (nor shall any Agent be deemed to have knowledge of the existence or possible existence of any Default or Event of Default unless and until written notice thereof (stating that it is a “notice of default”) is given to such Agent by the Borrower or any Lender) or to make any disclosures with respect to the foregoing. Anything contained Notwithstanding anything herein to the contrary notwithstandingcontrary, the Administrative Agent shall not have any liability arising from from, or be responsible for any loss, cost or expense suffered by the Borrower, any other Subsidiary, any Lender, any Issuing Bank or any other Secured Party as a result of, (A) confirmations of the amount of outstanding Term Loans Loans, the Letter of Credit Usage or the component amounts thereof or the Borrowing Base or the component amounts thereof. , (iiB) Each party to this any exchange rate determination or currency conversion, (C) calculation of Quarterly Average Excess Availability, Quarterly Average Facility Utilization, Specified Excess Availability Percentage or any other calculation hereunder, (D) the terms and conditions of the ABL Intercreditor Agreement acknowledges or any amendment, supplement or other modification thereof, (E) qualification of (or lapse of qualification of) any Account or Inventory under the eligibility criteria set forth herein, (F) determination of whether the applicable Payment Conditions have been satisfied or (G) the calculation of the outstanding amount of Specified Cash Management Services Obligations, Specified Pari Cash Management Services Obligations, Specified Hedge Obligations and agrees that Specified Pari Hedge Obligations and, in the case of any Specified Pari Cash Management Services Obligations or Specified Pari Hedge Obligations, whether the amount thereof is greater or less than the amount of any related Specified Pari Cash Management Services Reserve or Specified Pari Hedge Reserve (it being further agreed that, in determining the amount of any Specified Pari Cash Management Services Reserve, any Specified Pari Hedge Reserve or any other Reserve, the Administrative Agent may use an outside service provider for shall be entitled to rely, and shall be fully protected in relying, on the tracking calculation of all UCC financing statements required to be filed pursuant Specified Cash Management Services Obligations, Specified Pari Cash Management Services Obligations, Specified Hedge Obligations and Specified Pari Hedge Obligations as set forth in any Borrowing Base Certificate or as otherwise provided to the Credit Documents and notification to Administrative Agent, of, among other things, the upcoming lapse Agent by or expiration thereof, and that any such service provider will be deemed to be acting at the request and on behalf of Parent the Borrower and the or any other Credit Parties. No Party), in each case, except for losses, costs and expenses resulting from the gross negligence or willful misconduct of the Administrative Agent shall be liable for any action taken or not taken its Related Parties (as determined by any such service providera final, non-appealable judgment of a court of competent jurisdiction).

No Responsibility for Certain Matters. (i) No Agent shall be responsible for, or have to any duty to ascertain or inquire into, Lender for the execution, effectiveness, genuineness, validity, enforceability, collectability or sufficiency hereof or any other 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 any Agent to Lenders or by or on behalf of any Credit Party Borrower to any Agent or any Lender in connection with the Credit Documents and the transactions contemplated thereby or for the financial condition or business affairs of any Credit Party Borrower or any other Person liable for the payment of any Obligations, nor shall any Agent be responsible for or have any duty to ascertain or inquire into the creation, perfection or priority of any Lien purported to be created by the Collateral Documents or the value, existence, collectability or the sufficiency of any Collateral or any representation, warranty or certificate relating thereto, nor shall 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 Credit Documents (other than to confirm receipt of the items expressly required to be delivered to such Agent) or as to the use of the proceeds of the Term Loans or as to the existence or possible existence of any Event of Default or Default or to make any disclosures with respect to the foregoing, nor shall the Administrative Agent be required to account to any Lender the sum of the profit element of any sum received by Administrative Agent and for its own account. Anything contained herein to the contrary notwithstanding, Administrative Agent shall not have any liability arising from confirmations of the amount of outstanding Term Loans or the component amounts thereof. (ii) Each party to this Agreement acknowledges and agrees that Administrative Agent may use an outside service provider for the tracking of all UCC financing statements required to be filed pursuant to the Credit Documents and notification to Administrative Agent, of, among other things, the upcoming lapse or expiration thereof, and that any such service provider will be deemed to be acting at the request and on behalf of Parent Borrower and the other Credit Parties. No Agent shall be liable for any action taken or not taken by any such service provider.

No Responsibility for Certain Matters. Agent shall not be responsible to any Lender (i) No Agent shall be responsible for, or have any duty to ascertain or inquire into, for the execution, effectiveness, genuineness, validity, enforceability, collectability or sufficiency hereof or hereof, (ii) for any other 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 any Agent to Lenders or by or on behalf of any Credit Party to any Agent or any Lender in connection with the Credit Documents and the transactions contemplated thereby thereby, (iii) for the validity, enforceability, effectiveness or genuineness of this Agreement or any other Credit Document or any other agreement, instrument, document or the creation, perfection or priority of any Lien purported to be created by the Credit Documents, (iv) for the value or sufficiency of any Collateral, or (v) or for the financial condition or business affairs of any Credit Party or any other Person liable for the payment of any Obligations, nor . Agent shall any Agent not 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 Credit Documents (other than to confirm receipt of the items expressly required to be delivered to such Agent) or as to the use of the proceeds of the Term Loans or as to the existence or possible existence of any Event of Default or Default or to make any disclosures with respect to the foregoing. Neither Agent nor any of its officers, partners, directors, employees or agents shall have any responsibility to any Credit Party on account of the failure or delay in performance or breach by any Lender or by any Credit Party of any of their obligations under this Agreement or under any other Credit Document or in connection herewith or therewith. Anything contained herein to the contrary notwithstanding, Administrative Agent shall not have any liability arising from confirmations of the amount of outstanding Term Loans or the component amounts thereof. (ii) Each party to this Agreement acknowledges and agrees that Administrative Agent may use an outside service provider for the tracking of all UCC financing statements required to be filed pursuant to the Credit Documents and notification to Administrative Agent, of, among other things, the upcoming lapse or expiration thereof, and that any such service provider will be deemed to be acting at the request and on behalf of Parent Borrower and the other Credit Parties. No Agent shall be liable for any action taken or not taken by any such service provider.

No Responsibility for Certain Matters. (i) No Agent shall be responsible for, to any Lender or have any duty to ascertain or inquire into, Issuing Bank for the execution, effectiveness, genuineness, validity, enforceability, collectability or sufficiency hereof or of any other 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 any Agent to the Lenders or Issuing Banks or by or on behalf of any Credit Party to any Agent or any Lender or Issuing Bank in connection with the Credit Documents and the transactions contemplated thereby or for the financial condition or business affairs of any Credit Party or any other Person liable for the payment of any Obligations, nor shall 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 Credit Documents (other than to confirm receipt of the items expressly required to be delivered to such Agent) or as to the use of the proceeds of the Term Loans or as to the existence or possible existence of any Default or Event of Default (and shall not be deemed to have knowledge of the existence or possible existence of any Default or Event of Default unless and until written notice thereof is given to such Agent by Holdings, the Borrower or any Lender) or to make any disclosures with respect to the foregoing. Anything Notwithstanding anything contained herein to the contrary notwithstandingcontrary, the Administrative Agent shall not have any liability arising from confirmations of the amount of outstanding Term Loans Loans, the Letter of Credit Usage or the component amounts thereof. (ii) Each party to this Agreement acknowledges and agrees that Administrative Agent may use an outside service provider for the tracking of all UCC financing statements required to be filed pursuant to the Credit Documents and notification to Administrative Agent, of, among other things, the upcoming lapse or expiration thereof, and that any such service provider will be deemed to be acting at the request and on behalf of Parent Borrower and the other Credit Parties. No Agent shall be liable for any action taken or not taken by any such service provider.

No Responsibility for Certain Matters. (i) No Agent shall be responsible for, or have to any duty to ascertain or inquire into, Lender for the execution, effectiveness, genuineness, validity, enforceability, collectability collectibility or sufficiency hereof or any other Credit First Priority Term 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 any Agent to the Lenders or by or on behalf of any Credit Party Obligor to any Agent or any Lender in connection with the Credit First Priority Term Loan Documents and the transactions contemplated thereby or for the financial condition or business affairs of any Credit Party Obligor or any other Person liable for the payment of any First Priority Term Loan Obligations, nor shall 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 Credit First Priority Term Loan Documents (other than to confirm receipt of the items expressly required to be delivered to such Agent) or as to the use of the proceeds of the First Priority Term Loans or as to the existence or possible existence of any Material Adverse Effect, Event of Default or Default or to make any disclosures with respect to the foregoing. Anything contained herein to the contrary notwithstanding, the Administrative Agent shall not have any liability arising from confirmations of the amount of outstanding First Priority Term Loans or the component amounts thereof. (ii) Each party to this Agreement acknowledges and agrees that Administrative Agent may use an outside service provider for the tracking of all UCC financing statements required to be filed pursuant to the Credit Documents and notification to Administrative Agent, of, among other things, the upcoming lapse or expiration thereof, and that any such service provider will be deemed to be acting at the request and on behalf of Parent Borrower and the other Credit Parties. No Agent shall be liable for any action taken or not taken by any such service provider.

No Responsibility for Certain Matters. (i) No Agent shall be responsible for, or have any duty to ascertain or inquire into, the execution, effectiveness, genuineness, validity, enforceability, collectability or sufficiency hereof or any other 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 any Agent to Lenders or by or on behalf of any Credit Party to any Agent or any Lender in connection with the Credit Documents and the transactions contemplated thereby or for the financial condition or business affairs of any Credit Party or any other Person liable for the payment of any Obligations, nor shall 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 Credit Documents (other than to confirm receipt of the items expressly required to be delivered to such Agent) or as to the use of the proceeds of the Term Loans or as to the existence or possible existence of any Event of Default or Default or to make any disclosures with respect to the foregoing. Anything contained herein to the contrary notwithstanding, Administrative Agent shall not have any liability arising from confirmations of the amount of outstanding Term Loans or the component amounts thereof. (ii) Each party to this Agreement acknowledges and agrees that Administrative Agent may use an outside service provider for the tracking of all UCC financing statements required to be filed pursuant to the Credit Documents and notification to Administrative Agent, of, among other things, the upcoming lapse or expiration thereof, and that any such service provider will be deemed to be acting at the request and on behalf of Parent Borrower and the other Credit Parties. No Agent shall be liable for any action taken or not taken by any such service provider.

No Responsibility for Certain Matters. (i) No Agent None of the Agents shall be responsible to any Lender for, or have any duty be required to ascertain or inquire intoas to, (i) any statement, recital, warranty or representation (in each case whether written or oral) made in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document (including financial statements) delivered thereunder or in connection therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Loan Document, (iv) the execution, validity, enforceability, effectiveness, genuineness, validity, enforceability, sufficiency or collectability or sufficiency hereof of any Loan Document or any other Credit Document agreement, instrument or for any representationsdocument, warranties(v) the use of proceeds of the Loans, recitals (vi) the existence 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 any Agent to Lenders or by or on behalf possible existence of any Credit Party to any Agent Default or any Lender in connection with the Credit Documents and the transactions contemplated thereby or for Event of Default, (vii) the financial condition or business affairs of any Credit Party Borrower or any other Person liable for the payment of any Obligations, nor shall any Agent be required to ascertain Obligations or inquire as to (viii) the performance or observance satisfaction of any of the terms, conditions, provisions, covenants condition set forth in Article IV or agreements contained elsewhere in any of the Credit Documents (Loan Document, other than to confirm receipt of the items expressly required to be delivered to such Agent) or as to the use of the proceeds of the Term Loans or as to the existence or possible existence of any Event of Default or Default or , or, in each such case, to make any disclosures with respect to the foregoing. Except as expressly set forth in the Loan Documents, none of the Agents shall have any duty to disclose, nor shall it be liable for the failure to disclose, any information relating to any Borrower that is communicated to or obtained by the entity serving as any Agent or any of their Affiliates in any capacity. Anything contained 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 component amounts thereof. (ii) Each party to this Agreement acknowledges and agrees that Administrative Agent may use an outside service provider for the tracking of all UCC financing statements required to be filed pursuant to the Credit Documents and notification to Administrative Agent, of, among other things, the upcoming lapse or expiration thereof, and that any such service provider will be deemed to be acting at the request and on behalf of Parent Borrower and the other Credit Parties. No Agent shall be liable for any action taken or not taken by any such service provider.

No Responsibility for Certain Matters. (i) No Agent shall be responsible for, to any Lender or have any duty to ascertain or inquire into, Issuing Bank for the execution, effectiveness, genuineness, validity, enforceability, collectability or sufficiency hereof or of any other 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 any Agent to the Lenders or Issuing Banks or by or on behalf of any Borrower or other Credit Party to any Agent or any Lender or Issuing Bank in connection with the Credit Documents and the transactions contemplated thereby or for the financial condition or business affairs of any Borrower or other Credit Party or any other Person liable for the payment of any Obligations, nor shall 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 Credit Documents (other than to confirm receipt of the items expressly required to be delivered to such Agent) or as to the use of the proceeds of the Term Loans or as to the existence or possible existence of any Default or Event of Default (and shall not be deemed to have knowledge of the existence or possible existence of any Default or Event of Default unless and until written notice thereof is given to such Agent by the Company or any Lender) or to make any disclosures with respect to the foregoingforegoing or to inspect the properties, books or records of any Borrower or other Credit Party. Anything Notwithstanding anything contained herein to the contrary notwithstandingcontrary, the Administrative Agent shall not have any liability arising from confirmations of the amount of outstanding Term Loans Loans, the Letter of Credit Usage or the component amounts thereof. (ii) Each party to . The Collateral Agent shall have only those duties and responsibilities which are expressly specified in this Agreement acknowledges and agrees that Administrative Agent may use an outside service provider for the tracking of all UCC financing statements required to be filed pursuant to the Credit Documents and notification to Administrative Agent, of, among other things, the upcoming lapse it may perform such duties by or expiration thereof, and that any such service provider will be deemed to be acting at the request and on behalf of Parent Borrower and the other Credit Parties. No Agent shall be liable for any action taken or not taken by any such service providerthrough its employees.

No Responsibility for Certain Matters. (i) No Agent shall be responsible for, or have to any duty to ascertain or inquire into, Lender for the execution, effectiveness, genuineness, validity, enforceability, collectability or sufficiency hereof or any other 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 any Agent to Lenders or by or on behalf of any Credit Party to any Agent or any Lender in connection with the Credit Documents and the transactions contemplated thereby or for the financial condition or business affairs of any Credit Party or any other Person liable for the payment of any Obligations, nor shall 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 Credit Documents (other than to confirm receipt of the items expressly required to be delivered to such Agent) or as to the use of the proceeds of the Term Loans or as to the existence or possible existence of any Event of Default or Default or as to the value or sufficiency of any Collateral or as to the satisfaction of any condition set forth in Section 3 or elsewhere herein (other than confirm receipt of items expressly required to be delivered to such Agent) or to inspect the properties, books or records of Company or any of its Subsidiaries or to make any disclosures with respect to the foregoing. Anything contained herein to the contrary notwithstanding, Administrative Agent shall not have any liability arising from confirmations of the amount of outstanding Term Loans or the component amounts thereof. (ii) Each party to this Agreement acknowledges and agrees that Administrative Agent may use an outside service provider for the tracking of all UCC financing statements required to be filed pursuant to the Credit Documents and notification to Administrative Agent, of, among other things, the upcoming lapse or expiration thereof, and that any such service provider will be deemed to be acting at the request and on behalf of Parent Borrower and the other Credit Parties. No Agent shall be liable for any action taken or not taken by any such service provider.

No Responsibility for Certain Matters. (i) No Agent shall be responsible for, or have to any duty to ascertain or inquire into, Lender for the execution, effectiveness, genuineness, validity, enforceability, collectability or sufficiency hereof or any other 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 any Agent to Lenders or by or on behalf of any Credit Party to any Agent or any Lender in connection with the Credit Documents and the transactions contemplated thereby or for the financial condition or business affairs of any Credit Party or any other Person liable for the payment of any Obligations, nor shall 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 Credit Documents (other than to confirm receipt of the items expressly required to be delivered to such Agent) or as to the use of the proceeds of the Term Loans or as to the existence or possible existence of any Event of Default or Default or to make any disclosures with respect to the foregoing. Anything contained herein to the contrary notwithstanding, Administrative Agent shall not have any liability arising from confirmations of the amount of outstanding Term Loans or the component amounts thereof. . Borrower acknowledges that prior to the Closing Date, it assisted ▇▇▇▇▇▇▇ ▇▇▇▇▇, in its capacity as Arranger (with “left” side designation), in connection with the syndication of the Facilities, including, without limitation preparing (i) one or more information packages regarding the business, operations, financial projections and prospects of Holdings and its Subsidiaries (collectively, the “Confidential Information Memorandum”) and (ii) Each party to this Agreement acknowledges and agrees that Administrative Agent may use an outside service provider for the tracking of all UCC financing statements required to be filed pursuant information relating to the Credit Documents and notification to Administrative Agent, of, among other things, the upcoming lapse transactions contemplated hereunder prepared by or expiration thereof, and that any such service provider will be deemed to be acting at the request and on behalf of Parent Holdings and its Subsidiaries deemed reasonably necessary by ▇▇▇▇▇▇▇ Sachs to complete the syndication of the Facilities. Borrower and acknowledges that it is solely responsible for the other Credit Parties. No Agent shall be liable for any action taken or not taken by contents of any such service providerConfidential Information Memorandum and all other information, documentation or materials delivered to ▇▇▇▇▇▇▇ ▇▇▇▇▇ by or on behalf of Holdings and its Subsidiaries in connection therewith (collectively, the “Information”) and acknowledges that ▇▇▇▇▇▇▇ Sachs will be using and relying upon the Information without independent verification thereof.

No Responsibility for Certain Matters. (i) No Agent shall be responsible for, or have to any duty to ascertain or inquire into, Lender for the execution, effectiveness, genuineness, validity, enforceability, collectability or sufficiency hereof or any other 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 any Agent to Lenders or by or on behalf of any Credit Party to any Agent or any Lender in connection with the Credit Documents and the transactions contemplated thereby or for the financial condition or business affairs of any Credit Party or any other Person liable for the payment of any Obligations, nor shall 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 Credit Documents (other than to confirm receipt of the items expressly required to be delivered to such Agent) or as to the use of the proceeds of the Term Loans or as to the existence or possible existence of any Event of Default or Default or to make any disclosures with respect to the foregoing. Anything contained herein to the contrary notwithstanding, Administrative Agent shall not have any liability arising from confirmations of the amount of outstanding Term Loans or the component amounts thereof. . Borrower acknowledges that prior to the Closing Date, it assisted GS Lending Partners, in its capacity as Arranger (with “left” side designation), in connection with the syndication of the Facilities, including, without limitation preparing (i) one or more information packages regarding the business, operations, financial projections and prospects of Holdings and its Subsidiaries (collectively, the “Confidential Information Memorandum”), (ii) Each party to this Agreement acknowledges the Initial Cash Flow Forecast, (ii) the Initial Approved Budget, and agrees that Administrative Agent may use an outside service provider for the tracking of (iii) all UCC financing statements required to be filed pursuant information relating to the Credit Documents and notification to Administrative Agent, of, among other things, the upcoming lapse transactions contemplated hereunder prepared by or expiration thereof, and that any such service provider will be deemed to be acting at the request and on behalf of Parent Holdings and its Subsidiaries deemed reasonably necessary by GS Lending Partners to complete the syndication of the Facilities. Borrower and acknowledges that it is solely responsible for the other Credit Parties. No Agent shall be liable for any action taken or not taken by contents of any such service providerConfidential Information Memorandum, the Initial Cash Flow Forecast, the Initial Approved Budget and all other information, documentation or materials delivered to GS Lending Partners by or on behalf of Holdings and its Subsidiaries in connection therewith (collectively, the “Information”) and acknowledges that GS Lending Partners will be using and relying upon the Information without independent verification thereof.

No Responsibility for Certain Matters. (i) No Agent nor any of its officers, partners, directors, employees, advisors, attorneys or agents shall be responsible for, or have to any duty to ascertain or inquire into, Lender for the execution, effectiveness, genuineness, validity, enforceability, collectability or sufficiency hereof or any other 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 any Agent to Lenders or by or on behalf of any Credit Party Party, any Lender or any person providing the Settlement Service to any Agent or any Lender in connection with the Credit Documents and the transactions contemplated hereby or thereby or for the financial condition or business affairs of any Credit Party or any other Person liable for the payment of any Obligations, nor shall 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 Credit Documents (other than to confirm receipt of the items expressly required to be delivered to such Agent) or as to the use of the proceeds of the Term Loans or as to the existence or possible existence of any Event of Default or Default or to make any disclosures with respect to the foregoing. No Agent nor any of its officers, partners, directors, employees, advisors, attorneys or agents shall be deemed to have knowledge of any Default or Event of Default unless and until written notice thereof is given to such Agent by a Borrower or a Lender. Anything contained herein to the contrary notwithstanding, the duties of the Administrative Agent shall be administrative in nature and 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. (ii) Each party to this Agreement acknowledges and agrees that Administrative Agent may use an outside service provider for the tracking of all UCC financing statements required to be filed pursuant to the Credit Documents and notification to Administrative Agent, of, among other things, the upcoming lapse or expiration thereof, and that any such service provider will be deemed to be acting at the request and on behalf of Parent Borrower and the other Credit Parties. No Agent shall be liable for any action taken or not taken by any such service provider.

No Responsibility for Certain Matters. (i) No Agent shall be responsible for, to any Lender or have any duty to ascertain or inquire into, other Secured Party for (i) the execution, effectiveness, genuineness, validity, enforceability, collectability or sufficiency hereof or of any other Credit Document Document; (ii) the creation, perfection, maintenance, preservation, continuation or for priority of any Lien or security interest created, purported to be created or required under any Credit Document; (iii) the value or the sufficiency of any Collateral; (iv) the satisfaction of any condition set forth in Section 3 or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to such Agent; (v) the failure of any Credit Party, Lender or other Agent to perform its obligations hereunder or under any other Credit Document; or (vi) 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 any Agent to the Lenders or by or on behalf of any Credit Party to any Agent or any Lender in connection with the Credit Documents and the transactions contemplated thereby or for the financial condition or business affairs of any Credit Party or any other Person liable for the payment of any Obligations, nor shall 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 Credit Documents (other than to confirm receipt of the items expressly required to be delivered to such Agent) or as to the use of the proceeds of the Term Loans or as to the existence or possible existence of any Default or Event of Default (nor shall any Agent be deemed to have knowledge of the existence or possible existence of any Default or Event of Default unless and until written notice thereof (stating that it is a “notice of default”) is given to such Agent by the Borrower or any Lender) or to make any disclosures with respect to the foregoing. Anything contained Without limiting the generality of the preceding sentence, notwithstanding anything herein to the contrary notwithstandingcontrary, the Administrative Agent shall not have any liability arising from from, or be responsible for any loss, cost or expense suffered by any Lender as a result of, confirmations of the amount of outstanding Term Loans, or the terms and conditions of the DIP ABL Intercreditor Agreement or any amendment, supplement or other modification thereof. The Administrative Agent shall not be responsible or have any liability for, or have any duty to ascertain, inquire into, monitor or enforce, compliance with the provisions hereof relating to Disqualified Institutions. Without limiting the generality of the foregoing, the Administrative Agent shall not (x) be obligated to ascertain, monitor or inquire as to whether any Lender or Participant or prospective Lender or Participant is a Disqualified Institution or (y) have any liability with respect to or arising out of any assignment or participation of Loans or the component amounts thereofCommitments, or disclosure of confidential information, to any Disqualified Institution. (ii) Each party to this Agreement acknowledges and agrees that Administrative Agent may use an outside service provider for the tracking of all UCC financing statements required to be filed pursuant to the Credit Documents and notification to Administrative Agent, of, among other things, the upcoming lapse or expiration thereof, and that any such service provider will be deemed to be acting at the request and on behalf of Parent Borrower and the other Credit Parties. No Agent shall be liable for any action taken or not taken by any such service provider.

No Responsibility for Certain Matters. (i) No Agent shall be responsible for, to any Lender or have Issuing Bank or any duty to ascertain or inquire into, other Secured Party for (i) the execution, effectiveness, genuineness, validity, enforceability, collectability or sufficiency hereof or of any other Credit Document Document; (ii) the creation, perfection, maintenance, preservation, continuation or for priority of any Lien or security interest created, purported to be created or required under any Credit Document; (iii) the value or the sufficiency of any Collateral; (iv) the satisfaction of any condition set forth in Section 3 or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to such Agent; (v) the failure of any Credit Party, Lender or other Agent to perform its obligations hereunder or under any other Credit Document; or (vi) 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 (including any Borrowing Base Certificate) or any other documents furnished or made by any Agent to the Lenders or Issuing Banks or by or on behalf of any Credit Party to any Agent or any Lender or Issuing Bank in connection with the Credit Documents and the transactions contemplated thereby or for the financial condition or business affairs of any Credit Party or any other Person liable for the payment of any Obligations, nor shall 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 Credit Documents (other than to confirm receipt of the items expressly required to be delivered to such Agent) or as to the use of the proceeds of the Term Loans or as to the existence or possible existence of any Default or Event of Default (nor shall any Agent be deemed to have knowledge of the existence or possible existence of any Default or Event of Default unless and until written notice thereof (stating that it is a “notice of default”) is given to such Agent by the Borrower or any Lender) or to make any disclosures with respect to the foregoing. Anything contained Without limiting the generality of the preceding sentence, notwithstanding anything herein to the contrary notwithstandingcontrary, the Administrative Agent shall not have any liability arising from from, or be responsible for any loss, cost or expense suffered by any Lender, any Issuing Bank or any other Secured Party as a result of, (A) confirmations of the amount of outstanding Term Loans Loans, the Letter of Credit Usage or the component amounts thereof or any confirmation of or calculation of the Borrowing Base or the component amounts thereof. , (iiB) Each party to this calculation of Quarterly Average Excess Availability, Quarterly Average Facility Utilization or Excess Availability, (C) the terms and conditions of any Permitted Intercreditor Agreement acknowledges and agrees that or any amendment, supplement or other modification thereof. The Administrative Agent may use an outside service provider for shall not be responsible or have any liability for, or have any duty to ascertain, inquire into, monitor or enforce, compliance with the tracking provisions hereof relating to Disqualified Institutions, (D) qualification of all UCC financing statements required to be filed pursuant to (or lapse of qualification of) any Account or Inventory under the Credit Documents eligibility criteria set forth herein, (E) determination of whether the Investment Payment Conditions or the RJP Payment Conditions have been satisfied, (F) the calculations of the outstanding amount of any Designated Cash Management Services Obligations, Designated Pari Cash Management Services Obligations, Designated Hedge Obligations and notification to Administrative Agent, of, among other thingsDesignated Pari Hedge Obligations or (G) compliance with Section 9.8. Without limiting the generality of the foregoing, the upcoming lapse or expiration thereof, and that any such service provider will be deemed to be acting at the request and on behalf of Parent Borrower and the other Credit Parties. No Administrative Agent shall not (x) be liable for obligated to ascertain, monitor or inquire as to whether any action taken Lender or not taken by Participant or prospective Lender or Participant is a Disqualified Institution or (y) have any such service providerliability with respect to or arising out of any assignment or participation of Loans or Commitments, or disclosure of confidential information, to any Disqualified Institution.

No Responsibility for Certain Matters. (i) No Agent shall be responsible for, or have to any duty to ascertain or inquire into, Lender for (i) the execution, effectiveness, genuineness, validity, enforceability, collectability or sufficiency hereof or of any other Credit Document Document; (ii) the creation, perfection, maintenance, preservation, continuation or for priority of any Lien or security interest created, purported to be created or required to be created under any Credit Document; (iii) the value or the sufficiency of any Collateral; (iv) the satisfaction of any condition set forth in Section 3 or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to such Agent; (v) the failure of any Credit Party, Alon Assets, any Lender or any other Agent to perform its obligations hereunder or under any other Credit Document; or (vi) any representations, warranties, recitals or statements made herein or therein in any other Credit Document 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 any Agent to the Lenders or by or on behalf of any Credit Party or Alon Assets to any Agent or any Lender in connection with the Credit Documents and the transactions contemplated thereby or for the financial condition or business affairs of any Credit Party Party, Alon Assets or any other Person liable for the payment of any Obligations, nor shall 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 Credit Documents (other than to confirm receipt of the items expressly required to be delivered to such Agent) or as to the use of the proceeds of the Term Loans or as to the existence or possible existence of any Default or Event of Default (nor shall any Agent be deemed to have knowledge of the existence or possible existence of any Default or Event of Default unless and until written notice thereof (stating that it is a “notice of default”) is given to such Agent by the Borrower or any Lender) or to make any disclosures with respect to the foregoing. Anything contained Notwithstanding anything herein to the contrary notwithstandingcontrary, the Administrative Agent shall not have any liability arising from from, or be responsible for any loss, cost or expense suffered by the Borrower or any Lender as a result of, confirmations of the amount of outstanding Term Loans or of the component amounts thereof. (ii) Each party to this Agreement acknowledges and agrees that Administrative Agent may use an outside service provider for the tracking of all UCC financing statements required to be filed pursuant to the Credit Documents and notification to Administrative Agent, of, among other thingsEffective Yield, the upcoming lapse establishment of (or expiration thereof, lack of establishment of) any procedures referred to in Section 2.11(b)(iii) or the determination of the terms and that conditions of any such service provider will be deemed to be acting at the request and on behalf of Parent Borrower and the other Credit Parties. No Agent shall be liable for any action taken or not taken by any such service providerPermitted Intercreditor Agreement.

No Responsibility for Certain Matters. (i) No Agent shall be responsible for, or have to any duty to ascertain or inquire into, Lender for the execution, effectiveness, genuineness, validity, enforceability, collectability or sufficiency hereof or any other 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 any Agent to Lenders or by or on behalf of any Credit Party to any Agent or any Lender in connection with the Credit Documents and the transactions contemplated thereby or for the financial condition or business affairs of any Credit Party or any other Person liable for the payment of any Obligations, nor shall 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 Credit Documents (other than to confirm receipt of the items expressly required to be delivered to such Agent) or as to the use of the proceeds of the Term Loans or as to the existence or possible existence of any Event of Default or Default or to make any disclosures with respect to the foregoing. Anything contained herein to the contrary notwithstanding, Administrative Agent shall not have any liability arising from confirmations of the amount of outstanding Term Loans or the component amounts thereof. . Borrower acknowledges that prior to the Second Amendment Effective Date, it assisted ▇▇▇▇▇▇▇ ▇▇▇▇▇, in its capacity as Arranger (with “left” side designation), in connection with the syndication of the Loans, including, without limitation preparing (i) one or more information packages regarding the business, operations, financial projections and prospects of Holdings and its Subsidiaries (collectively, the “Confidential Information Memorandum”) and (ii) Each party to this Agreement acknowledges and agrees that Administrative Agent may use an outside service provider for the tracking of all UCC financing statements required to be filed pursuant information relating to the Credit Documents and notification to Administrative Agent, of, among other things, the upcoming lapse transactions contemplated hereunder prepared by or expiration thereof, and that any such service provider will be deemed to be acting at the request and on behalf of Parent Holdings and its Subsidiaries deemed reasonably necessary by ▇▇▇▇▇▇▇ Sachs to complete the syndication of the Loans. Borrower and acknowledges that it is solely responsible for the other Credit Parties. No Agent shall be liable for any action taken or not taken by contents of any such service providerConfidential Information Memorandum and all other information, documentation or materials delivered to ▇▇▇▇▇▇▇ ▇▇▇▇▇ by or on behalf of Holdings and its Subsidiaries in connection therewith (collectively, the “Information”) and acknowledges that ▇▇▇▇▇▇▇ Sachs will be using and relying upon the Information without independent verification thereof.

No Responsibility for Certain Matters. (i) No Agent shall be responsible for, or have to any duty to ascertain or inquire into, Lender for the execution, effectiveness, genuineness, validity, enforceability, collectability collectibility or sufficiency hereof of this Agreement or any other Credit 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 any such Agent to Lenders or by or on behalf of any Credit Party Company to any such Agent or any Lender in connection with the Credit Loan Documents and the transactions contemplated thereby Transactions or for the financial condition or business affairs of any Credit Party Company or any other Person liable for the payment of any Obligations, nor shall any 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 Credit Loan Documents (other than to confirm receipt of the items expressly required to be delivered to such Agent) or as to the use of the proceeds of the Term Loans or as to the existence or possible existence of any Event of Default or Default or to make any disclosures with respect to the foregoingPotential Event of Default. Anything contained herein to the contrary notwithstanding, The Administrative Agent shall not be responsible or have any liability arising from confirmations for, or have any duty to ascertain, inquire into, monitor or enforce, compliance with the provisions hereof relating to Disqualified Institutions. Without limiting the generality of the amount of outstanding Term Loans or foregoing, the component amounts thereof. (ii) Each party to this Agreement acknowledges and agrees that Administrative Agent may use an outside service provider for the tracking shall not (x) be obligated to ascertain, monitor or inquire as to whether any Lender or Participant or prospective Lender or Participant is a Disqualified Institution or (y) have any liability with respect to or arising out of all UCC financing statements required any assignment or participation of Loans, or disclosure of confidential information, to be filed pursuant to the Credit Documents and notification to Administrative Agent, of, among other things, the upcoming lapse or expiration thereof, and that any such service provider will be deemed to be acting at the request and on behalf of Parent Borrower and the other Credit Parties. No Agent shall be liable for any action taken or not taken by any such service providerDisqualified Institution.

No Responsibility for Certain Matters. (i) No Agent or Arranger shall be responsible for, for or have any duty to ascertain or inquire into, into the execution, effectiveness, genuineness, validity, enforceability, collectability or sufficiency hereof or any other Credit Loan Document or any other agreement, instrument or document, or for the creation, perfection or priority of any Lien purported to be created by the Security Documents, or for any representations, warranties, recitals or statements made herein or therein or in connection with this Agreement or any other Loan Document 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 any Agent to the Lenders or by or on behalf of any Credit Loan Party or to any Agent or any Lender in connection with the Credit Loan Documents and the transactions contemplated thereby or for the financial condition or business affairs of any Credit Loan Party or any other Person liable for the payment of any Obligations, nor shall 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 Credit Loan Documents (other than to confirm receipt of the items expressly required to be delivered to such Agent) or as to the use of the proceeds of the Term Loans or as to the existence or possible existence of any Event of Default or Default or as to the value or sufficiency of any Collateral or as to the satisfaction of any condition set forth in Article III or elsewhere herein (other than confirm receipt ​ ​ of items expressly required to be delivered to such Agent) or the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith or to inspect the properties, books or records of any Group Member or to make any disclosures with respect to the foregoing. Anything contained 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 component amounts thereof. (ii) Each party to this Agreement acknowledges and agrees that Administrative Agent may use an outside service provider for the tracking of all UCC financing statements required to be filed pursuant to the Credit Documents and notification to Administrative Agent, of, among other things, the upcoming lapse or expiration thereof, and that any such service provider will be deemed to be acting at the request and on behalf of Parent Borrower and the other Credit Parties. No Agent shall be liable for any action taken or not taken by any such service provider.

No Responsibility for Certain Matters. (i) No Agent shall be responsible for, or have to any duty to ascertain or inquire into, Lender for (i) the execution, effectiveness, genuineness, validity, enforceability, collectability or sufficiency hereof or of any other Credit Document Document; (ii) the creation, perfection, maintenance, preservation, continuation or for priority of any Lien or security interest created, purported to be created or required under any Credit Document; (iii) the value or the sufficiency of any Collateral; (iv) the satisfaction of any condition set forth in Section 3 or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to such Agent; (v) the failure of any Credit Party, Lender, or other Agent to perform its obligations hereunder or under any other Credit Document; or (vi) 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 any Agent to the Lenders or by or on behalf of any Credit Party to any Agent or any Lender in connection with the Credit Documents and the transactions contemplated thereby or for the financial condition or business affairs of any Credit Party or any other Person liable for the payment of any Obligations, nor shall 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 Credit Documents (other than to confirm receipt of the items expressly required to be delivered to such Agent) or as to the use of the proceeds of the Term Loans or as to the existence or possible existence of any Default or Event of Default (nor shall any Agent be deemed to have knowledge of the existence or possible existence of any Default or Event of Default unless and until written notice thereof (stating that it is a “notice of default”) is given to such Agent by the Borrower or any Lender) or to make any disclosures with respect to the foregoing. Anything contained Notwithstanding anything herein to the contrary notwithstandingcontrary, the Administrative Agent shall not have any liability arising from from, or be responsible for any loss, cost or expense suffered by the Borrower, any Subsidiary or any Lender as a result of, confirmations of the amount of outstanding Term Loans Loans, the calculation of the Weighted Average Yield with respect to any Indebtedness, any exchange rate determination or currency conversion, the component amounts thereof. (ii) Each party terms and conditions of any Permitted Intercreditor Agreement or any Permitted Subordinated Indebtedness Document or of any subordination terms applicable to this Agreement acknowledges and agrees that Administrative Agent may use an outside service provider for the tracking of all UCC financing statements required to be filed pursuant any Permitted Subordinated Indebtedness, in each case except to the Credit Documents and notification to Administrative extent caused by such Agent’s gross negligence or willful misconduct, ofas determined by a final, among other things, the upcoming lapse or expiration thereof, and that any such service provider will be deemed to be acting at the request and on behalf non-appealable judgment of Parent Borrower and the other Credit Parties. No Agent shall be liable for any action taken or not taken by any such service providera court of competent jurisdiction.

No Responsibility for Certain Matters. (i) No Agent shall be responsible for, or have to any duty to ascertain or inquire into, Lender for the execution, effectiveness, genuineness, validity, enforceability, collectability collectibility or sufficiency hereof or of any other 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 any Agent to Lenders or by or on behalf of any Credit Party to any Agent or any Lender in connection with the Credit Documents and the transactions contemplated thereby or for the financial condition or business affairs of any Credit Party or any other Person liable for the payment of any Obligations, nor shall 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 Credit Documents (other than to confirm receipt of the items expressly required to be delivered to such Agent) or as to the use of the proceeds of the Term Loans or as to the existence or possible existence of any Event of Default or Default or as to the value, sufficiency or perfection of any Collateral or as to the satisfaction of any condition set forth in Section 3 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 Company or any of its Subsidiaries or to make any disclosures with respect to the foregoing. No requirement in any Credit Document for a Credit Party to provide evidence, opinion, information, documentation or other material requested or required by an Agent shall be construed to mean that such Agent has any responsibility to request or require such evidence, opinion, information, documentation or other material. Anything contained herein to the contrary notwithstanding, Administrative Agent shall not have any liability arising from confirmations of the amount of outstanding Term Loans or the component amounts thereofLoans. (ii) Each party to this Agreement acknowledges and agrees that Administrative Agent may use an outside service provider for the tracking of all UCC financing statements required to be filed pursuant to the Credit Documents and notification to Administrative Agent, of, among other things, the upcoming lapse or expiration thereof, and that any such service provider will be deemed to be acting at the request and on behalf of Parent Borrower and the other Credit Parties. No Agent shall be liable for any action taken or not taken by any such service provider.

No Responsibility for Certain Matters. (i) No Agent shall be responsible for, or have to any duty to ascertain or inquire into, Lender for the execution, effectiveness, genuineness, validity, enforceability, collectability or sufficiency hereof or any other Credit Document Document, for the creation, perfection or priority of Liens on the Collateral 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 any Agent to Lenders or by or on behalf of any Credit Party to any Agent or any Lender in connection with the Credit Documents and the transactions contemplated thereby or for the financial condition or business affairs of any Credit Party or any other Person liable for the payment of any Obligations, nor shall 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 Credit Documents (other than to confirm receipt of the items expressly required to be delivered to such Agent) or as to the use of the proceeds of the Term Loans or as to the existence or possible existence of any Event of Default or Default or to make any disclosures with respect to the foregoing. Anything contained 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. . Administrative Agent shall be deemed not to have knowledge of any (i) notice of any of the events or circumstances set forth or described in ‎Section 5.1(d) unless and until written notice thereof stating that it is a “notice under Section 5.1(d)” in respect of this Agreement and identifying the specific clause under said Section is given to Administrative Agent by Borrower Representative, or (ii) Each party notice of any Default or Event of Default unless and until written notice thereof (stating that it is a “notice of Default” or a “notice of an Event of Default”) is given to this Agreement acknowledges and agrees that Administrative Agent may use by Borrower Representative, a Lender or an outside service provider for the tracking of all UCC financing statements required to be filed pursuant to the Credit Documents and notification to Administrative Agent, of, among other things, the upcoming lapse or expiration thereof, and that any such service provider will be deemed to be acting at the request and on behalf of Parent Borrower and the other Credit Parties. No Agent shall be liable for any action taken or not taken by any such service providerIssuing Bank.

No Responsibility for Certain Matters. (i) No Agent shall be responsible for, to any Lender or have any duty to ascertain or inquire into, other Person for the execution, effectiveness, genuinenessgenuineness (including the Intercreditor Agreement), validity, enforceability, collectability or sufficiency hereof or of any other 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 any Agent to Lenders any Lender or by or on behalf of any Credit Party to any Agent or any Lender in connection with the Credit Documents and the transactions contemplated thereby or for the financial condition or business affairs of any Credit Party or any other Person liable for the payment of any Obligations, nor shall any Agent be required to ascertain or inquire as to the performance or GS/Landec – Credit and Guaranty Agreement observance of any of the terms, conditions, provisions, covenants or agreements contained in any of the Credit Documents or as to the use of the proceeds of the Loans or as to the existence or possible existence of any Default or Event of Default or as to the value or sufficiency of any Collateral or as to the satisfaction of any condition set forth in Section 3 or elsewhere herein (other than to confirm receipt of the items expressly required to be delivered to such Agent) or as to inspect the use properties, books or records of the proceeds Holdings or any of the Term Loans or as to the existence or possible existence of any Event of Default or Default its Subsidiaries or to make any disclosures with respect to the foregoing. Anything contained herein to the contrary notwithstanding, Administrative Agent shall not have any liability arising from confirmations of the amount of outstanding Term Loans or the component amounts thereof. (ii) Each party to this Agreement acknowledges and agrees that Administrative Agent may use an outside service provider for the tracking of all UCC financing statements required to be filed pursuant to the Credit Documents and notification to Administrative Agent, of, among other things, the upcoming lapse or expiration thereof, and that any such service provider will be deemed to be acting at the request and on behalf of Parent Borrower and the other Credit Parties. No Agent shall be liable for any action taken or not taken by any such service provider.

No Responsibility for Certain Matters. (i) No Administrative Agent shall not be responsible for, or have to any duty to ascertain or inquire into, Lender for the execution, effectiveness, genuineness, validity, enforceability, collectability collectibility or sufficiency hereof of this Agreement or any other Credit 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 any Administrative Agent to Lenders or by or on behalf of any Credit Party Company to any Administrative Agent or any Lender in connection with the Credit Loan Documents and the transactions contemplated thereby or for the financial condition or business affairs of any Credit Party Company or any other Person liable for the payment of any Obligations, nor shall any 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 Credit Loan Documents (other than to confirm receipt of the items expressly required to be delivered to such Agent) or as to the use of the proceeds of the Term Loans or as to the existence or possible existence of any Event of Default or Potential Event of Default. Unless and until Administrative Agent has received written notice of an Event of Default or a Potential Event of Default from Holdings or Company, or of an alleged Event of Default or Potential Event of Default from any Lender, Administrative Agent shall not be deemed to make have knowledge of any disclosures with respect Event of Default, Potential Event of Default or alleged Event of Default. Except as expressly set forth in the Loan Documents, Administrative Agent shall not have any duty to disclose, nor shall it be liable for the foregoingfailure to disclose, any information related to Holdings, Company or any of their Subsidiaries that is communicated to or obtained by the Administrative Agent or any of its Affiliates in any capacity. Anything contained herein in this Agreement to the contrary notwithstanding, Administrative Agent shall not have any liability arising from confirmations of the amount of outstanding Term Loans or the component amounts thereofLoans. (ii) Each party to this Agreement acknowledges and agrees that Administrative Agent may use an outside service provider for the tracking of all UCC financing statements required to be filed pursuant to the Credit Documents and notification to Administrative Agent, of, among other things, the upcoming lapse or expiration thereof, and that any such service provider will be deemed to be acting at the request and on behalf of Parent Borrower and the other Credit Parties. No Agent shall be liable for any action taken or not taken by any such service provider.

No Responsibility for Certain Matters. (i) No Agent shall be responsible for, to any Lender or have any duty to ascertain or inquire into, other Secured Party for (i) the execution, effectiveness, genuineness, validity, enforceability, collectability or sufficiency hereof or of any other Credit Document Document; (ii) the creation, perfection, maintenance, preservation, continuation or for priority of any Lien or security interest created, purported to be created or required under any Credit Document; (iii) the value or the sufficiency of any Collateral; (iv) the satisfaction of any condition set forth in Section 3 or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to such Agent; (v) the failure of any Credit Party, Lender or other Agent to perform its obligations hereunder or under any other Credit Document; or (vi) 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 any Agent to the Lenders or by or on behalf of any Credit Party to any Agent or any Lender in connection with the Credit Documents and the transactions contemplated thereby or for the financial condition or business affairs of any Credit Party or any other Person liable for the payment of any Obligations, nor shall 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 Credit Documents (other than to confirm receipt of the items expressly required to be delivered to such Agent) or as to the use of the proceeds of the Term Loans or as to the existence or possible existence of any Default or Event of Default (nor shall any Agent be deemed to have knowledge of the existence or possible existence of any Default or Event of Default unless and until written notice thereof (stating that it is a “notice of default”) is given to such Agent by the Borrower or any Lender) or to make any disclosures with respect to the foregoing. Anything contained Without limiting the generality of the preceding sentence, notwithstanding anything herein to the contrary notwithstandingcontrary, the Administrative Agent shall not have any liability arising from from, or be responsible for any loss, cost or expense suffered by any Lender as a result of, confirmations of the amount of outstanding Term Loans, the calculation of All-In Yield with respect to any Indebtedness or the terms and conditions of any Permitted Intercreditor Agreement or any amendment, supplement or other modification thereof. The Administrative Agent shall not be responsible or have any liability for, or have any duty to ascertain, inquire into, monitor or enforce, compliance with the provisions hereof relating ​ to Disqualified Institutions. Without limiting the generality of the foregoing, the Administrative Agent shall not (x) be obligated to ascertain, monitor or inquire as to whether any Lender or Participant or prospective Lender or Participant is a Disqualified Institution or (y) have any liability with respect to or arising out of any assignment or participation of Loans or the component amounts thereofCommitments, or disclosure of confidential information, to any Disqualified Institution. (ii) Each party to this Agreement acknowledges and agrees that Administrative Agent may use an outside service provider for the tracking of all UCC financing statements required to be filed pursuant to the Credit Documents and notification to Administrative Agent, of, among other things, the upcoming lapse or expiration thereof, and that any such service provider will be deemed to be acting at the request and on behalf of Parent Borrower and the other Credit Parties. No Agent shall be liable for any action taken or not taken by any such service provider.

No Responsibility for Certain Matters. (i) No Agent shall be responsible for, to any Lender or have any duty to ascertain or inquire into, Bank Product Provider for the execution, effectiveness, genuineness, validity, enforceability, collectability or sufficiency hereof or any other Credit 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 any Agent to Lenders or Bank Product Providers or by or on behalf of any Credit Loan Party to any Agent Agent, Bank Product Provider or any Lender in connection with the Credit Loan Documents and the transactions contemplated thereby or for the financial condition or business affairs of any Credit Loan Party or any other Person liable for the payment of any Obligations, nor shall 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 Credit Loan Documents (other than to confirm receipt of the items expressly required to be delivered to such Agent) or as to the use of the proceeds of the Term Loans or as to the existence or possible existence of any Event of Default or Default or any other breach of a Loan Document or to make any disclosures with respect to the foregoing. Anything contained herein to the contrary notwithstanding, Administrative no Agent shall not have any liability arising from confirmations of the amount of outstanding Term Loans or the component amounts thereof. (ii) Each party to this Agreement acknowledges and agrees that Administrative Agent may use an outside service provider for the tracking of all UCC financing statements required to be filed pursuant to the Credit Documents and notification to Administrative Agent, of, among other things, the upcoming lapse or expiration thereof, and that any such service provider will be deemed to be acting at the request and on behalf of Parent Borrower and the other Credit Parties. No Agent shall will be liable for any action delay (or any related consequences) in crediting an account with an amount required under the Loan Documents to be paid by an Agent if that Agent has taken all necessary steps as soon as reasonably practicable to comply with the regulations or operating procedures of any recognised clearing or settlement system used by that Agent for that purpose. Nothing in this Agreement shall oblige an Agent to conduct: (i) any “know your customer” or other procedures in relation to any person; or (ii) any check on the extent to which any transaction contemplated by this Agreement might be unlawful for any Lender or Bank Product Provider or for any Affiliate of any Lender or Bank Product Provider, on behalf of any Lender or Bank Product Provider and each Lender or Bank Product Provider confirms to each Agent that it is solely responsible for any such procedures or check it is required to conduct and that it shall not taken rely on any statement in relation to such procedures or check made by any such service providerAgent.

No Responsibility for Certain Matters. (i) No Administrative Agent shall not be responsible for, or have to any duty to ascertain or inquire into, Lender for the execution, effectiveness, genuineness, validity, enforceability, collectability collectibility or sufficiency hereof of this Agreement or any other Credit 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 any Administrative Agent to Lenders or by or on behalf of any Credit Party Company to any Administrative Agent or any Lender in connection with the Credit Loan Documents and the transactions contemplated thereby or for the financial condition or business affairs of any Credit Party Company or any other Person liable for the payment of any Obligations, nor shall any 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 Credit Loan Documents (other than to confirm receipt of the items expressly required to be delivered to such Agent) 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 Default. Unless and until Administrative Agent has received written notice of an Event of Default or a Potential Event of Default from Holdings or Company, or of an alleged Event of Default or Potential Event of Default from any Lender, Administrative Agent shall not be deemed to make have knowledge of any disclosures with respect Event of Default, Potential Event of Default or alleged Event of Default. Except as expressly set forth in the Loan Documents, Administrative Agent shall not have any duty to disclose, nor shall it be liable for the foregoingfailure to disclose, any information related to Holdings, Company or any of their Subsidiaries that is communicated to or obtained by the Administrative Agent or any of its Affiliates in any capacity. Anything contained herein in this Agreement 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. (ii) Each party to this Agreement acknowledges and agrees that Administrative Agent may use an outside service provider for the tracking of all UCC financing statements required to be filed pursuant to the Credit Documents and notification to Administrative Agent, of, among other things, the upcoming lapse or expiration thereof, and that any such service provider will be deemed to be acting at the request and on behalf of Parent Borrower and the other Credit Parties. No Agent shall be liable for any action taken or not taken by any such service provider.

No Responsibility for Certain Matters. (i) No Agent shall be responsible for, to any Lender or have any duty to ascertain or inquire into, Issuing Bank for (i) the execution, effectiveness, genuineness, validity, enforceability, collectability or sufficiency hereof or of any other Credit Document Document; (ii) the creation, perfection, maintenance, preservation, continuation or for priority of any Lien or security interest created, purported to be created or required under any Credit Document; (iii) the value or the sufficiency of any Collateral; (iv) the satisfaction of any condition set forth in Section 3 or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to such Agent; (v) the failure of any Credit Party, Lender, Issuing Bank or other Agent to perform its obligations hereunder or under any other Credit Document; or (vi) 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 any Agent to the Lenders or the Issuing Banks or by or on behalf of any Credit Party to any Agent Agent, any Lender or any Lender Issuing Bank in connection with the Credit Documents and the transactions contemplated thereby or for the financial condition or business affairs of any Credit Party or any other Person liable for the payment of any Obligations, nor shall 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 Credit Documents (other than to confirm receipt of the items expressly required to be delivered to such Agent) or as to the use of the proceeds of the Term Loans or as to the existence or possible existence of any Default or Event of Default (nor shall any Agent be deemed to have knowledge of the existence or possible existence of any Default or Event of Default unless and until written notice thereof (stating that it is a “notice of default”) is given to such Agent by the Borrower or any Lender) or to make any disclosures with respect to the foregoing. Anything contained Notwithstanding anything herein to the contrary notwithstandingcontrary, the Administrative Agent shall not have any liability arising from from, or be responsible for any loss, cost or expense suffered by the Borrower, any Subsidiary, any Lender, any Issuing Bank or any other Secured Party as a result of, confirmations of the amount of outstanding Term Loans Loans, the Letter of Credit Usage or the component amounts thereof. (ii) Each party to this Agreement acknowledges and agrees that Administrative Agent may use an outside service provider for the tracking of all UCC financing statements required to be filed pursuant to the Credit Documents and notification to Administrative Agent, of, among other things, the upcoming lapse calculation of the Effective Yield with respect to any Indebtedness, any exchange rate determination or expiration currency conversion, the terms and conditions of any Permitted Intercreditor Agreement, any amendment, supplement or other modification thereof, and that any such service provider will be deemed to be acting at or the request and on behalf calculation of Parent Borrower and the other Credit Parties. No Agent shall be liable for any action taken outstanding amount of Specified Hedge Obligations or not taken by any such service providerSpecified Cash Management Services Obligations.

No Responsibility for Certain Matters. None of the Administrative Agent and its Related Persons shall be liable for any action taken or omitted to be taken by any of them under or in connection with any Loan Document, and each Lender and Borrower hereby waive and shall not assert (and Borrower shall cause each other Obligor to waive and agree not to assert) any right, claim or cause of action based thereon, except to the extent of liabilities resulting primarily from the gross negligence or willful misconduct of the Administrative Agent or, as the case may be, such Related Person (each as determined in a final, non-appealable judgment by a court of competent jurisdiction) in connection with the duties expressly set forth herein. Without limiting the foregoing, the Administrative Agent: (i) No Agent shall not be responsible foror otherwise incur liability for any action or omission taken in reliance upon the instructions of the Requisite Lenders or for the actions or omissions of any of its Related Persons selected with reasonable care (other than employees, officers and directors of the Administrative Agent, when acting on behalf of the Administrative Agent); (ii) shall not be responsible to any Secured Party for the due execution, legality, validity, enforceability, effectiveness, genuineness, sufficiency or value of, or the attachment, perfection or priority of any Lien created or purported to be created under or in connection with, any Loan Document; (iii) makes no warranty or representation, and shall not be responsible, to any Secured Party for any statement, document, information, representation or warranty made or furnished by or on behalf of any Related Person or any Obligor in connection with any Loan Document or any transaction contemplated therein or any other document or information with respect to any Obligor, whether or not transmitted or (except for documents expressly required under any Loan Document to be transmitted to the Lenders) omitted to be transmitted by the Administrative Agent, including as to completeness, accuracy, scope or adequacy thereof, or for the scope, nature or results of any due diligence performed by the Administrative Agent in connection with the Loan Documents; and (iv) shall not have any duty to ascertain or inquire into, the execution, effectiveness, genuineness, validity, enforceability, collectability or sufficiency hereof or any other 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 any Agent to Lenders or by or on behalf of any Credit Party to any Agent or any Lender in connection with the Credit Documents and the transactions contemplated thereby or for the financial condition or business affairs of any Credit Party or any other Person liable for the payment of any Obligations, nor shall any Agent be required to ascertain or inquire as to the performance or observance of any provision of the termsany Loan Document, conditions, provisions, covenants or agreements contained whether any condition set forth in any of the Credit Documents (other than to confirm receipt of the items expressly required to be delivered to such Agent) Loan Document is satisfied or waived, as to the use financial condition of the proceeds of the Term Loans any Obligor or as to the existence or continuation or possible existence occurrence or continuation of any Event of Default or Potential Default and shall not be deemed to have notice or knowledge of such occurrence or continuation unless it has received a notice from the Borrower or any Lender describing such Event of Default or to make any disclosures with respect to Potential Default clearly labeled “notice of default” (in which case the foregoing. Anything contained herein to the contrary notwithstanding, Administrative Agent shall not have any liability arising from confirmations promptly give notice of such receipt to all Lenders); and, for each of the amount items set forth in clauses (i) through (iv) above, each of outstanding Term Loans or the component amounts thereof. (ii) Each party to this Agreement acknowledges Borrower, each Lender hereby waives and agrees that not to assert (and Borrower shall cause each other Obligor to waive and agree not to assert) any right, claim or cause of action it might have against the Administrative Agent may use an outside service provider for the tracking of all UCC financing statements required to be filed pursuant to the Credit Documents and notification to Administrative Agent, of, among other things, the upcoming lapse or expiration thereof, and that any such service provider will be deemed to be acting at the request and on behalf of Parent Borrower and the other Credit Parties. No Agent shall be liable for any action taken or not taken by any such service providerbased thereon.

No Responsibility for Certain Matters. (i) No Agent shall be responsible for, or have to any duty to ascertain or inquire into, Lender for the execution, effectiveness, genuineness, validity, enforceability, collectability or sufficiency hereof or any other Credit Document Loan Document, or for the creation, perfection or priority of any Lien, or for US-DOCS\106883637.15 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 any Agent to the Lenders or by or on behalf of any Credit Loan Party or to any Agent or any Lender in connection with the Credit Loan Documents and the transactions contemplated thereby or for the financial condition or business affairs of any Credit Loan Party or any other Person liable for the payment of any Obligations, nor shall 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 Credit Loan Documents (other than to confirm receipt of the items expressly required to be delivered to such Agent) or as to the use of the proceeds of the Term Loans or as to the existence or possible existence of any Event of Default or Default or as to the value or sufficiency of any Collateral or as to the satisfaction of any condition set forth in Article III or elsewhere herein (other than confirm receipt of items expressly required to be delivered to such Agent) or to inspect the properties, books or records of any Group Member or to make any disclosures with respect to the foregoing. Anything contained 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 utilization of Letters of Credit or the component amounts thereof. (ii) Each party to this Agreement acknowledges and agrees that Administrative Agent may use an outside service provider for the tracking of all UCC financing statements required to be filed pursuant to the Credit Documents and notification to Administrative Agent, of, among other things, the upcoming lapse or expiration thereof, and that any such service provider will be deemed to be acting at the request and on behalf of Parent Borrower and the other Credit Parties. No Agent shall be liable for any action taken or not taken by any such service provider.

No Responsibility for Certain Matters. (i) No Agent shall be responsible for, or have to any duty to ascertain or inquire into, Lender for (i) the execution, effectiveness, genuineness, validity, enforceability, collectability or sufficiency hereof or of any other Credit Document Document; (ii) the creation, perfection, maintenance, preservation, continuation or for priority of any Lien or security interest created, purported to be created or required under any Credit Document; (iii) the value or the sufficiency of any Collateral; (iv) the satisfaction of any condition set forth in Section 3 or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to such Agent; (v) the failure of any Credit Party, Lender or other Agent to perform its obligations hereunder or under any other Credit Document; or (vi) 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 any Agent to the Lenders or by or on behalf of any Credit Party to any Agent or any Lender in connection with the Credit Documents and the transactions contemplated thereby or for the financial condition or business affairs of any Credit Party or any other Person liable for the payment of any Obligations, nor shall 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 Credit Documents (other than to confirm receipt of the items expressly required to be delivered to such Agent) or as to the use of the proceeds of the Term Loans or as to the existence or possible existence of any Default or Event of Default (nor shall any Agent be deemed to have knowledge of the existence or possible existence of any Default or Event of Default unless and until written notice thereof (stating that it is a “notice of default”) is given to such Agent by the Borrower or any Lender) or to make any disclosures with respect to the foregoing. Anything contained Notwithstanding anything herein to the contrary notwithstandingcontrary, the Administrative Agent shall not have any liability arising from from, or be responsible for any loss, cost or expense suffered by the Borrower or any Lender as a result of, confirmations of the amount of outstanding Term Loans Loans, the calculation of the “weighted average yield” or “effective yield” with respect to any Indebtedness or the component amounts thereofterms and conditions of any Permitted Intercreditor Agreement. (ii) Each party to this Agreement acknowledges and agrees that Administrative Agent may use an outside service provider for the tracking of all UCC financing statements required to be filed pursuant to the Credit Documents and notification to Administrative Agent, of, among other things, the upcoming lapse or expiration thereof, and that any such service provider will be deemed to be acting at the request and on behalf of Parent Borrower and the other Credit Parties. No Agent shall be liable for any action taken or not taken by any such service provider.

No Responsibility for Certain Matters. (i) No Agent shall not be responsible for, or have any duty to ascertain or inquire into, for the execution, effectiveness, genuineness, validity, enforceability, collectability or sufficiency hereof or any other Credit Note Purchase 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 any Agent to Lenders or by or on behalf of any Credit Party to any Agent or any Lender Holder in connection with the Credit Note Purchase Documents and the transactions contemplated thereby or for the financial condition or business affairs of any Credit Party or any other Person liable for the payment of any Obligations, nor shall 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 Credit Note Purchase Documents (other than to confirm receipt of the items expressly required to be delivered to such Agent) or as to the use of the proceeds of the Term Loans Notes or as to the existence or possible existence of any Event of Default or Default or to make any disclosures with respect to the foregoing. Agent shall not be responsible for the satisfaction of any condition set forth in Section 4 or elsewhere in any Note Purchase Document, other than to confirm receipt of items expressly required to be delivered to Agent. Agent will not be required to take any action that is contrary to applicable law or any provision of this Agreement or any Note Purchase Document. Anything contained herein to the contrary notwithstanding, Administrative Agent shall not have any liability arising from confirmations of the amount of outstanding Term Loans Notes or the component amounts thereof. (ii) Each party to this Agreement acknowledges and agrees that Administrative Agent may use an outside service provider for the tracking of all UCC financing statements required to be filed pursuant to the Credit Documents and notification to Administrative Agent, of, among other things, the upcoming lapse or expiration thereof, and that any such service provider will be deemed to be acting at the request and on behalf of Parent Borrower and the other Credit Parties. No Agent shall be liable for any action taken or not taken by any such service provider.

No Responsibility for Certain Matters. None of the Administrative Agent and its Related Persons shall be liable for any action taken or omitted to be taken by any of them under or in connection with any Loan Document, and each Lender, each L/C Issuer and Borrower hereby waive and shall not assert (and Borrower shall cause each other Obligor to waive and agree not to assert) any right, claim or cause of action based thereon, except to the extent of liabilities resulting primarily from the gross negligence or willful misconduct of the Administrative Agent or, as the case may be, such Related Person (each as determined in a final, non-appealable judgment by a court of competent jurisdiction) in connection with the duties expressly set forth herein. Without limiting the foregoing, the Administrative Agent: (i) No Agent shall not be responsible foror otherwise incur liability for any action or omission taken in reliance upon the instructions of the Requisite Lenders or for the actions or omissions of any of its Related Persons selected with reasonable care (other than employees, officers and directors of the Administrative Agent, when acting on behalf of the Administrative Agent); (ii) shall not be responsible to any Secured Party for the due execution, legality, validity, enforceability, effectiveness, genuineness, sufficiency or value of, or the attachment, perfection or priority of any Lien created or purported to be created under or in connection with, any Loan Document; (iii) makes no warranty or representation, and shall not be responsible, to any Secured Party for any statement, document, information, representation or warranty made or furnished by or on behalf of any Related Person or any Obligor in connection with any Loan Document or any transaction contemplated therein or any other document or information with respect to any Obligor, whether or not transmitted or (except for documents expressly required under any Loan Document to be transmitted to the Lenders) omitted to be transmitted by the Administrative Agent, including as to completeness, accuracy, scope or adequacy thereof, or for the scope, nature or results of any due diligence performed by the Administrative Agent in connection with the Loan Documents; and (iv) shall not have any duty to ascertain or inquire into, the execution, effectiveness, genuineness, validity, enforceability, collectability or sufficiency hereof or any other 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 any Agent to Lenders or by or on behalf of any Credit Party to any Agent or any Lender in connection with the Credit Documents and the transactions contemplated thereby or for the financial condition or business affairs of any Credit Party or any other Person liable for the payment of any Obligations, nor shall any Agent be required to ascertain or inquire as to the performance or observance of any provision of the termsany Loan Document, conditions, provisions, covenants or agreements contained whether any condition set forth in any of the Credit Documents (other than to confirm receipt of the items expressly required to be delivered to such Agent) Loan Document is satisfied or waived, as to the use financial condition of the proceeds of the Term Loans any Obligor or as to the existence or continuation or possible existence occurrence or continuation of any Event of Default or Potential Default and shall not be deemed to have notice or knowledge of such occurrence or continuation unless it has received a notice from the Borrower or any Lender or L/C Issuer describing such Event of Default or to make any disclosures with respect to Potential Default clearly labeled “notice of default” (in which case the foregoing. Anything contained herein to the contrary notwithstanding, Administrative Agent shall not have any liability arising from confirmations promptly give notice of such receipt to all Lenders); and, for each of the amount items set forth in clauses (i) through (iv) above, each of outstanding Term Loans or the component amounts thereof. (ii) Each party to this Agreement acknowledges Borrower, each Lender and each L/C Issuer hereby waives and agrees that not to assert (and Borrower shall cause each other Obligor to waive and agree not to assert) any right, claim or cause of action it might have against the Administrative Agent may use an outside service provider for the tracking of all UCC financing statements required to be filed pursuant to the Credit Documents and notification to Administrative Agent, of, among other things, the upcoming lapse or expiration thereof, and that any such service provider will be deemed to be acting at the request and on behalf of Parent Borrower and the other Credit Parties. No Agent shall be liable for any action taken or not taken by any such service providerbased thereon.

No Responsibility for Certain Matters. (i) No Agent shall be responsible for, or have to any duty to ascertain or inquire into, Lender for (i) the execution, effectiveness, genuineness, validity, enforceability, collectability or sufficiency hereof or of any other Credit Document Document; (ii) the creation, perfection, maintenance, preservation, continuation or for priority of any Lien or security interest created, purported to be created or required under any Credit Document; (iii) the value or the sufficiency of any Collateral; (iv) the satisfaction of any condition set forth in Section 3 or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to such Agent; (v) the failure of any Credit Party, Lender or other Agent to perform its obligations hereunder or under any other Credit Document; or (vi) 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 any Agent to the Lenders or by or on behalf of any Credit Party to any Agent or any Lender in connection with the Credit Documents and the transactions contemplated thereby or for the financial condition or business affairs of any Credit Party or any other Person liable for the payment of any Obligations, nor shall 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 Credit Documents (other than to confirm receipt of the items expressly required to be delivered to such Agent) or as to the use of the proceeds of the Term Loans or as to the existence or possible existence of any Default or Event of Default (nor shall any Agent be deemed to have knowledge of the existence or possible existence of any Default or Event of Default unless and until written notice thereof (stating that it is a “notice of default”) is given to such Agent by the Borrower or any Lender) or to make any disclosures with respect to the foregoing. Anything contained Notwithstanding anything herein to the contrary notwithstandingcontrary, the Administrative Agent shall not have any liability arising from from, or be responsible for any loss, cost or expense suffered by the Borrower, any Subsidiary or any Lender as a result of, confirmations of the amount of outstanding Term Loans Loans, the calculation of the Yield Maintenance Amount or the component amounts thereof. (ii) Each party Weighted Average Yield with respect to this any Indebtedness, any exchange rate determination or currency conversion, the terms and conditions of any Permitted Intercreditor Agreement acknowledges and agrees that Administrative Agent may use an outside service provider for the tracking or any Permitted Subordinated Indebtedness Document or of all UCC financing statements required any subordination terms applicable to be filed pursuant any Permitted Subordinated Indebtedness, in each case except to the Credit Documents and notification to Administrative extent caused by such Agent’s gross negligence or willful misconduct, ofas determined by a final, among other things, the upcoming lapse or expiration thereof, and that any such service provider will be deemed to be acting at the request and on behalf non-appealable judgment of Parent Borrower and the other Credit Parties. No Agent shall be liable for any action taken or not taken by any such service providera court of competent jurisdiction.

No Responsibility for Certain Matters. (i) No Agent shall be responsible for, or have to any duty to ascertain or inquire into, Lender for (i) the execution, effectiveness, genuineness, validity, enforceability, collectability or sufficiency hereof or of any other Credit Document Document; (ii) the creation, perfection, maintenance, preservation, continuation or for priority of any Lien or security interest created, purported to be created or required under any Credit Document; (iii) the value or the sufficiency of any Collateral; (iv) the satisfaction of any condition set forth in Section 3 or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to such Agent; (v) the failure of any Credit Party, Lender or other Agent to perform its obligations hereunder or under any other Credit Document; or (vi) 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 any Agent to the Lenders or by or on behalf of any Credit Party to any Agent or any Lender in connection with the Credit Documents and the transactions contemplated thereby or for the financial condition or business affairs of any Credit Party or any other Person liable for the payment of any Obligations, nor shall 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 Credit Documents (other than to confirm receipt of the items expressly required to be delivered to such Agent) or as to the use of the proceeds of the Term Loans or as to the existence or possible existence of any Default or Event of Default (nor shall any Agent be deemed to have knowledge of the existence or possible existence of any Default or Event of Default unless and until written notice thereof (stating that it is a “notice of default”) is given to such Agent by the Borrower or any Lender) or to make any disclosures with respect to the foregoing. Anything contained herein to the contrary notwithstanding, Administrative Agent shall not have any liability arising from confirmations of the amount of outstanding Term Loans or the component amounts thereof. (ii) Each party to this Agreement acknowledges and agrees that Administrative Agent may use an outside service provider for the tracking of all UCC financing statements required to be filed pursuant to the Credit Documents and notification to Administrative Agent, of, among other things, the upcoming lapse or expiration thereof, and that any such service provider will be deemed to be acting at the request and on behalf of Parent Borrower and the other Credit Parties. No Agent shall be liable for any action taken or not taken by any such service provider.

No Responsibility for Certain Matters. (i) No The Common Collateral Agent shall not be responsible forto the Credit Agreement Agent, the Senior Secured Notes Trustee, any Additional Agent or have any duty to ascertain or inquire into, other Secured Party for the execution, effectiveness, genuineness, validity, enforceability, collectability or sufficiency hereof or any other Secured 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 any the Common Collateral Agent to Lenders or by or on behalf of any Credit Party to any Agent or any Lender the Secured Parties in connection with the Secured Credit Documents and the transactions contemplated thereby or for the financial condition or business affairs of any Credit Party Grantor or any other Person liable for the payment of any First Lien Obligations, nor shall any the Common Collateral 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 Secured Credit Documents (other than to confirm receipt of the items expressly required to be delivered to such Agent) or as to the use of the proceeds of the Term Loans loans or other indebtedness incurred thereunder or as to the existence or possible existence of any Event of Default or Default default or to make any disclosures with respect to the foregoing. Anything contained herein to the contrary notwithstanding, Administrative The Common Collateral Agent shall not have be responsible for payment, deduction or withholding of any liability Taxes in connection with, arising from confirmations out of or relating to the amount performance of outstanding Term Loans its duties hereunder or the component any amounts thereof. (ii) Each party to this Agreement acknowledges and agrees that Administrative Agent may use an outside service provider for the tracking of all UCC financing statements required to be filed received pursuant to the terms of this Agreement or any other Secured Credit Documents and notification Document. The Common Collateral Agent shall not be under any obligation to Administrative Agent, of, among other things, maintain any insurance with regards to the upcoming lapse or expiration thereofShared Collateral, and that any such service provider will be deemed to be acting at the request and on behalf of Parent Borrower and the other Credit Parties. No Common Collateral Agent shall not be liable responsible for any action taken or not taken loss that may be suffered by any such service providerperson as a result of the Shared Collateral not being insured.

No Responsibility for Certain Matters. (i) No Agent shall be responsible for, or have to any duty to ascertain or inquire into, Lender for the execution, effectiveness, genuineness, validity, enforceability, collectability or sufficiency hereof or any other 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 any Agent to Lenders or by or on behalf of any Credit Party to any Agent or any Lender in connection with the Credit Documents and the transactions contemplated thereby or for the financial condition or business affairs of any Credit Party or any other Person liable for the payment of any Obligations, nor shall 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 Credit Documents (other than to confirm receipt of the items expressly required to be delivered to such Agent) or as to the use of the proceeds of the Term Loans or as to the existence or possible existence of any Event of Default or Default or to make any disclosures with respect to the foregoing. Anything contained 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. . Administrative Agent shall be deemed not to have knowledge of any (i) notice of any of the events or circumstances set forth or described in ‎Section 5.1(d) unless and until written notice thereof stating that it is a “notice under Section 5.1(d)” in respect of this Agreement and identifying the specific clause under said Section is given to Administrative Agent by Borrower Representative, or (ii) Each party notice of any Default or Event of Default unless and until written notice thereof (stating that it is a “notice of Default” or a “notice of an Event of Default”) is given to this Agreement acknowledges and agrees that Administrative Agent may use by Borrower Representative, a Lender or an outside service provider for the tracking of all UCC financing statements required to be filed pursuant to the Credit Documents and notification to Administrative Agent, of, among other things, the upcoming lapse or expiration thereof, and that any such service provider will be deemed to be acting at the request and on behalf of Parent Borrower and the other Credit Parties. No Agent shall be liable for any action taken or not taken by any such service providerIssuing Bank.

No Responsibility for Certain Matters. (i) No Agent shall be responsible for, to any Lender or have Issuing Bank or any duty to ascertain or inquire into, other Secured Party for (i) the execution, effectiveness, genuineness, validity, enforceability, collectability or sufficiency hereof or of any other Credit Document Document; (ii) the creation, perfection, maintenance, preservation, continuation or for priority of any Lien or security interest created, purported to be created or required under any Credit Document; (iii) the value or the sufficiency of any Collateral; (iv) the satisfaction of any condition set forth in Section 3 or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to such Agent; (v) the failure of any Credit Party, Lender or other Agent to perform its obligations hereunder or under any other Credit Document; or (vi) 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 (including any Borrowing Base Certificate) or any other documents furnished or made by any Agent to the Lenders or Issuing Banks or by or on behalf of any Credit Party to any Agent or any Lender or Issuing Bank in connection with the Credit Documents and the transactions contemplated thereby or for the financial condition or business affairs of any Credit Party or any other Person liable for the payment of any Obligations, nor shall any Agent be required to ascertain or inquire as to the performance or 159 observance of any of the terms, conditions, provisions, covenants or agreements contained in any of the Credit Documents (other than to confirm receipt of the items expressly required to be delivered to such Agent) or as to the use of the proceeds of the Term Loans or as to the existence or possible existence of any Default or Event of Default (nor shall any Agent be deemed to have knowledge of the existence or possible existence of any Default or Event of Default unless and until written notice thereof (stating that it is a “notice of default”) is given to such Agent by the Borrower or any Lender) or to make any disclosures with respect to the foregoing. Anything contained Without limiting the generality of the preceding sentence, notwithstanding anything herein to the contrary notwithstandingcontrary, the Administrative Agent shall not have any duty to ascertain, inquire into, monitor or enforce, or have any liability arising from from, or be responsible for any loss, cost or expense suffered by any Lender, any Issuing Bank or any other Secured Party, as a result of, (A) confirmations of the amount of outstanding Term Loans Loans, the Letter of Credit Usage or the component amounts thereof or any confirmation of or calculation of the Borrowing Base or the component amounts thereof. , (iiB) Each party to this calculation of Quarterly Average Excess Availability, Quarterly Average Facility Utilization or Excess Availability, (C) the terms and conditions of any Permitted Intercreditor Agreement acknowledges and agrees that Administrative Agent may use an outside service provider for the tracking of all UCC financing statements required to be filed pursuant to the Credit Documents and notification to Administrative Agentor any amendment, of, among supplement or other things, the upcoming lapse or expiration modification thereof, (D) [reserved], (E) qualification of (or lapse of qualification of) any Account or Inventory under the eligibility criteria set forth herein, (E) the calculations of the outstanding amount of any Designated Cash Management Services Obligations, Designated Pari Cash Management Services Obligations, Designated Hedge Obligations and that any such service provider will be deemed to be acting at the request and on behalf of Parent Borrower and the other Credit Parties. No Agent shall be liable for any action taken Designated Pari Hedge Obligations or not taken by any such service provider(F) compliance with Section 9.8.

No Responsibility for Certain Matters. (i) No Agent shall be responsible for, to any Lender or have any duty to ascertain or inquire into, Issuing Bank for (i) the execution, effectiveness, genuineness, validity, enforceability, collectability or sufficiency hereof or of any other Credit Document Document; (ii) the creation, perfection, maintenance, preservation, continuation or for priority of any Lien or security interest created, purported to be created or required under any Credit Document; (iii) the value or the sufficiency of any Collateral; (iv) the satisfaction of any condition set forth in Section 3 or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to such Agent; (v) the failure of any Credit Party, Lender, Issuing Bank or other Agent to perform its obligations hereunder or under any other Credit Document; or (vi) 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 any Agent to the Lenders or the Issuing Banks or by or on behalf of any Credit Party to any Agent Agent, any Lender or any Lender Issuing Bank in connection with the Credit Documents and the transactions contemplated thereby or for the financial condition or business affairs of any Credit Party or any other Person liable for the payment of any Obligations, nor shall 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 Credit Documents (other than to confirm receipt of the items expressly required to be delivered to such Agent) or as to the use of the proceeds of the Term Loans or as to the existence or possible existence of any Default or Event of Default (nor shall any Agent be deemed to have knowledge of the existence or possible existence of any Default or Event of Default unless and until written notice thereof (stating that it is a “notice of default”) is given to such Agent by the Borrower or any Lender) or to make any disclosures with respect to the foregoing. Anything contained Notwithstanding anything herein to the contrary notwithstandingcontrary, the Administrative Agent shall not have any liability arising from from, or be responsible for any loss, cost or expense suffered by the Borrower, any Subsidiary, any Lender, any Issuing Bank or any other Secured Party as a result of, confirmations of the amount of outstanding Term Loans Loans, the Letter of Credit Usage or the component amounts thereof. (ii) Each party to this Agreement acknowledges and agrees that Administrative Agent may use an outside service provider for the tracking of all UCC financing statements required to be filed pursuant to the Credit Documents and notification to Administrative Agent, of, among other things, the upcoming lapse calculation of the Effective Yield with respect to any Indebtedness, any exchange rate determination or expiration currency conversion, the terms and conditions of any Permitted Intercreditor Agreement, any amendment, supplement or other modification thereof, and that any such service provider will be deemed to be acting at or the request and on behalf calculation of Parent Borrower and the other Credit Parties. No Agent shall be liable for any action taken outstanding amount of Specified Hedge Obligations or not taken by any such service providerSpecified Cash Management Services Obligations.

No Responsibility for Certain Matters. (i) No Agent nor any of its officers, partners, directors, employees or agents shall be responsible for, or have to any duty to ascertain or inquire into, Lender for the execution, effectiveness, genuineness, validity, enforceability, collectability or sufficiency hereof or any other 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 any Agent to Lenders Lenders, or by or on behalf of any Credit Party to any Agent or any Lender or by any Lender to any Agent or any other Lender in connection with the Credit Documents and the transactions contemplated thereby or for the financial condition or business affairs of any Credit Party or any other Person liable for the payment of any Obligations, nor shall 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 Credit Documents (other than to confirm receipt of the items expressly required to be delivered to such Agent) or as to the use of the proceeds of the Term Loans or as to the existence or possible existence of any Event of Default or Default or to make any disclosures with respect to the foregoing. Anything contained 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. (ii) Each party to this Agreement acknowledges and agrees that . The Administrative Agent may use an outside service provider for the tracking of all UCC financing statements required to be filed pursuant to the Credit Documents and notification to Administrative Agent, of, among other things, the upcoming lapse or expiration thereof, and that any such service provider will be deemed to be acting at the request and on behalf of Parent Borrower and the other Credit Parties. No Agent shall be liable for fully justified in failing or refusing to take any action taken under this Agreement or not taken any other Credit Document unless it shall first receive such advice or concurrence of the Required Lenders (or such other Lenders as may be required to give such instructions under Section 10.5) as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such service provideraction.

No Responsibility for Certain Matters. (i) No Agent shall be responsible for, to any Lender or have any duty to ascertain or inquire into, other Secured Party for (i) the execution, effectiveness, genuineness, validity, enforceability, collectability or sufficiency hereof or of any other Credit Document Document; (ii) the creation, perfection, maintenance, preservation, continuation or for priority of any Lien or security interest created, purported to be created or required under any Credit Document; (iii) the value or the sufficiency of any Collateral; (iv) the satisfaction of any condition set forth in Section 3 or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to such Agent; (v) the failure of any Credit Party, Lender or other Agent to perform its obligations hereunder or under any other Credit Document; or (vi) 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 any Agent to the Lenders or by or on behalf of any Credit Party to any Agent or any Lender in connection with the Credit Documents and the transactions contemplated thereby or for the financial condition or business affairs of any Credit Party or any other Person liable for the payment of any Obligations, nor shall 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 Credit Documents (other than to confirm receipt of the items expressly required to be delivered to such Agent) or as to the use of the proceeds of the Term Loans or as to the existence or possible existence of any Default or Event of Default (nor shall any Agent be deemed to have knowledge of the existence or possible existence of any Default or Event of Default unless and until written notice thereof (stating that it is a “notice of default”) is given to such Agent by the Borrower or any Lender) or to make any disclosures with respect to the foregoing. Anything contained Without limiting the generality of the preceding sentence, notwithstanding anything herein to the contrary notwithstandingcontrary, the Administrative Agent shall not have any liability arising from from, or be responsible for any loss, cost or expense suffered by any Lender as a result of, confirmations of the amount of outstanding Term Loans, the calculation of All-In Yield with respect to any Indebtedness or the terms and conditions of any Permitted Intercreditor Agreement or any amendment, supplement or other modification thereof. The Administrative Agent shall not be responsible or have any liability for, or have any duty to ascertain, inquire into, monitor or enforce, compliance with the provisions hereof relating to Disqualified Institutions. Without limiting the generality of the foregoing, the Administrative Agent shall not (x) be obligated to ascertain, monitor or inquire as to whether any Lender or Participant or prospective Lender or Participant is a Disqualified Institution or (y) have any liability with respect to or arising out of any assignment or participation of Loans or the component amounts thereofCommitments, or disclosure of confidential information, to any Disqualified Institution. (ii) Each party to this Agreement acknowledges and agrees that Administrative Agent may use an outside service provider for the tracking of all UCC financing statements required to be filed pursuant to the Credit Documents and notification to Administrative Agent, of, among other things, the upcoming lapse or expiration thereof, and that any such service provider will be deemed to be acting at the request and on behalf of Parent Borrower and the other Credit Parties. No Agent shall be liable for any action taken or not taken by any such service provider.

No Responsibility for Certain Matters. The Collateral Agent shall not be responsible to any Purchaser or any other Person for: (i) No Agent shall the creation, perfection or priority of any Lien purported to be responsible for, created by the Transaction Documents or have the value or the sufficiency of any duty to ascertain Collateral; or inquire into, (ii) the execution, effectiveness, genuineness, validity, enforceability, collectability or sufficiency hereof or any other Credit 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 any the Collateral Agent to Lenders the Purchasers or by or on behalf of the Seller Parties or any Credit Party of their Subsidiaries to any the Collateral Agent or any Lender Purchaser in connection with the Credit Transaction Documents and the transactions contemplated thereby or for the financial condition or business affairs of the Seller Parties or any Credit Party of their Subsidiaries or any other Person liable for the payment of any Royalty Interest Payments or other Obligations, nor shall any the Collateral 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 Credit Transaction Documents (other than to confirm receipt of the items expressly required to be delivered to such Agent) or as to the use of the proceeds of the Term Loans Investment Amount or as to the existence or possible existence of any Put Option Event or other breach of Default this Agreement or Default the other Transaction Documents or to make any disclosures with respect to the foregoing, except as expressly provided in any Transaction Document (including the Intercreditor Agreement and the European Royalty Monetization Intercreditor Agreement). Anything contained herein to the contrary notwithstanding, Administrative the Collateral Agent shall not have any liability arising from confirmations of the amount of outstanding Term Loans Royalty Interest Payments or the component amounts thereof. (ii) Each party to this Agreement acknowledges and agrees that Administrative Agent may use an outside service provider for the tracking of all UCC financing statements required to be filed pursuant to the Credit Documents and notification to Administrative Agent, of, among other things, the upcoming lapse or expiration thereof, and that any such service provider will be deemed to be acting at the request and on behalf of Parent Borrower and the other Credit Parties. No Agent shall be liable for any action taken or not taken by any such service provider.

No Responsibility for Certain Matters. (i) No The Administrative Agent nor any of its directors, officers, agents or employees shall not be responsible forto any Funding Agent, any Lender or have any duty to ascertain or inquire into, Hedge Counterparty for the execution, effectiveness, genuineness, validity, enforceability, collectability or sufficiency hereof of this Agreement or any other Credit 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 any Agent to Lenders or by or on behalf of the Borrower, the Facility Administrator or Parent or their respective affiliates to the Administrative Agent, any Credit Party to Funding Agent, any Agent Lender or any Lender Hedge Counterparty in connection with the Credit Transaction Documents and the transactions contemplated thereby or for the financial condition or business affairs of any Credit Party the Borrower, the Facility Administrator or Parent or their respective affiliates to the Administrative Agent or any other Person liable for the payment of any Obligations, nor shall any 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 Credit Transaction Documents (other than to confirm receipt of the items expressly required to be delivered to such Agent) or as to the use of the proceeds of the Term Loans Advances or as to the existence or possible existence of any Event of Default or Potential Default or to make any disclosures with respect to the foregoing. Without limiting the generality of the foregoing, the Administrative Agent shall have no duty or obligation whatsoever to make, verify, or recompute any numerical information or other calculations under or in connection with this Agreement or any other Transaction Document, including any numerical information and other calculations included in any Borrowing Base 118556040.20118095118.53 -73- Certificate, Facility Administrator Report or otherwise, and the Administrative Agent shall have no duty or liability to confirm, verify or review the contents, and shall not be responsible for the accuracy or content, of any documents, certificates or opinions delivered in connection with this Agreement or any other Transaction Document. In addition, the Administrative Agent shall have no duty or liability to determine whether any Solar Asset is an Eligible Solar Asset or to inspect the Solar Assets at any time or ascertain or inquire as to the performance or observance of any of the Borrower’s, the Facility Administrator’s or the Parent’s or any of their respective affiliate’s representations, warranties or covenants. Anything contained herein to the contrary notwithstanding, the Administrative Agent shall not have any liability arising from confirmations of the amount of outstanding Term Loans Advances or the component amounts thereof. (ii) Each party . The Administrative Agent shall not be responsible to any Funding Agent, any Lender or any Hedge Counterparty for the perfection or priority of any of the Liens on any of the Collateral, or for the execution, effectiveness, genuineness, validity, legality, enforceability, collectability, or sufficiency of this Agreement acknowledges and agrees or any of the other Transaction Documents or the transactions contemplated thereby, or for the financial condition of any guarantor of any or all of the Obligations, the Borrower or any of its respective Affiliates. In determining compliance with any condition hereunder to the making of Advances that by its terms must be fulfilled to the satisfaction of a Lender, the Administrative Agent may use an outside service provider for presume that such condition is satisfactory to such Lender unless the tracking of all UCC financing statements required to be filed pursuant Administrative Agent shall have received notice to the Credit Documents contrary from such Lender prior to the making of such Advance. The Administrative Agent may consult with legal counsel, independent accountants and notification to Administrative Agent, of, among other things, the upcoming lapse or expiration thereofexperts selected by it, and that any such service provider will be deemed to be acting at the request and on behalf of Parent Borrower and the other Credit Parties. No Agent shall not be liable for any action taken or not taken by it in accordance with the advice of any such service providercounsel, accountant or experts.

No Responsibility for Certain Matters. (i) No The Administrative Agent nor any of its directors, officers, agents or employees shall not be responsible forto any Funding Agent, any Lender or have any duty to ascertain or inquire into, Qualifying Hedge Counterparty for the execution, effectiveness, genuineness, validity, enforceability, collectability or sufficiency hereof of this Agreement or any other Credit 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 any Agent to Lenders or by or on behalf of the Borrower, the Facility Administrator or Parent or their respective affiliates to the Administrative Agent, any Credit Party to Funding Agent, any Agent Lender or any Lender Qualifying Hedge Counterparty in connection with the Credit Transaction Documents and the transactions contemplated thereby or for the financial condition or business affairs of any Credit Party the Borrower, the Facility Administrator or Parent or their respective affiliates to the Administrative Agent or any other Person liable for the payment of any Obligations, nor shall any 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 Credit Transaction Documents (other than to confirm receipt of the items expressly required to be delivered to such Agent) or as to the use of the proceeds of the Term Loans Advances or as to the existence or possible existence of any Event of Default or Potential Event of Default or to make any disclosures with respect to the foregoing. Without limiting the generality of the foregoing, the Administrative Agent shall have no duty or obligation whatsoever to make, verify, or recompute any numerical information or other calculations under or in connection with this Agreement or any other Transaction Document, including any numerical information and other calculations included in any Borrowing Base Certificate, Facility Administrator Report or otherwise, and the Administrative Agent shall have no duty or liability to confirm, verify or review the contents, and shall not be responsible for the accuracy or content, of any documents, [***] = Certain information has been excluded from this exhibit because it is both not material and would likely cause competitive harm to the company if publicly disclosed. certificates or opinions delivered in connection with this Agreement or any other Transaction Document. In addition, the Administrative Agent shall have no duty or liability to determine whether any Solar Asset is an Eligible Solar Asset or to inspect the Solar Assets at any time or ascertain or inquire as to the performance or observance of any of the Borrower’s, the Facility Administrator’s or the Parent’s or any of their respective affiliate’s representations, warranties or covenants. Anything contained herein to the contrary notwithstanding, the Administrative Agent shall not have any liability arising from confirmations of the amount of outstanding Term Loans Advances or the component amounts thereof. (ii) Each party . The Administrative Agent shall not be responsible to any Funding Agent, any Lender or any Qualifying Hedge Counterparty for the perfection or priority of any of the Liens on any of the Collateral, or for the execution, effectiveness, genuineness, validity, legality, enforceability, collectability, or sufficiency of this Agreement acknowledges and agrees that Administrative Agent may use an outside service provider or any of the other Transaction Documents or the transactions contemplated thereby, or for the tracking financial condition of any guarantor of any or all UCC financing statements required to be filed pursuant to of the Credit Documents and notification to Administrative Agent, of, among other thingsObligations, the upcoming lapse Borrower or expiration thereof, and that any such service provider will be deemed to be acting at the request and on behalf of Parent Borrower and the other Credit Parties. No Agent shall be liable for any action taken or not taken by any such service providerits respective Affiliates.

No Responsibility for Certain Matters. (i) No Administrative Agent shall not be responsible for, to any Lender or have any duty to ascertain or inquire into, Issuing Lender for the execution, effectiveness, genuineness, validity, enforceability, collectability collectibility or sufficiency hereof of this Agreement or any other Credit 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 any Administrative Agent to Lenders or Issuing Lenders or by or on behalf of any Credit Party Company to any Administrative Agent or any Lender or any Issuing Lender in connection with the Credit Loan Documents and the transactions contemplated thereby or for the financial condition or business affairs of any Credit Party Company or any other Person liable for the payment of any Obligations, nor shall any Administrative Agent be required to ascertain or inquire as to (i) the contents of any certificate, report or other document delivered hereunder or thereunder or (ii) the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained in any of the Credit Loan Documents (other than to confirm receipt of the items expressly required to be delivered to such Agent) 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 Default or to make any disclosures with respect Potential Event of Default. Notwithstanding anything contained in this Agreement to the foregoing. Anything contained herein to the contrary notwithstandingcontrary, 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. (ii) Each party . Administrative Agent shall be deemed not to this Agreement acknowledges have knowledge of any Event of Default or Potential Event of Default unless and agrees until written notice describing such Event of Default or Potential Event of Default is given to Administrative Agent by Company, Holdings, any Lender or any Issuing Lender. In determining compliance with any condition hereunder to the making of a Loan, or the issuance of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or Issuing Lender, Administrative Agent may use an outside service provider for the tracking of all UCC financing statements required presume that such condition is satisfactory to be filed pursuant such Lender or Issuing Lender unless Administrative Agent shall have received notice to the Credit Documents contrary from such Lender or Issuing Lender prior to the making of such Loan or the issuance of such Letter of Credit. Administrative Agent shall not, except as expressly set forth herein and notification to Administrative Agent, of, among other things, the upcoming lapse or expiration thereof, and that any such service provider will be deemed to be acting at the request and on behalf of Parent Borrower and in the other Credit Parties. No Agent Loan Documents, have any duty to disclose and shall not be liable for the failure to disclose, any action taken information relating to Holdings, Company or not taken any of their respective Subsidiaries that is communicated to or obtained by Administrative Agent or any such service providerof its Affiliates in any capacity.

No Responsibility for Certain Matters. (i) No The Administrative Agent shall not be responsible for, to any Lender or have any duty to ascertain or inquire into, the L/C Issuer for the execution, effectiveness, genuineness, validity, enforceability, collectability collectibility or sufficiency hereof or of any other 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 any the Administrative Agent to Lenders or by or on behalf of any Credit Party to any Agent or Syndication Agent, any Lender or the L/C Issuer in connection with the Credit Documents and the transactions contemplated thereby or for the financial condition or business affairs of any Credit Party or any other Person liable for the payment of any Obligations, nor and the Administrative Agent shall any Agent not 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 Credit Documents (other than to confirm receipt of the items expressly required to be delivered to such Agent) or as to the use of the proceeds of the Term Loans or as to the existence or possible existence of any Event of Default or Default or as to the satisfaction of any condition set forth in Section 3 or elsewhere herein (other than to confirm receipt of items expressly required to be delivered to the Administrative Agent) or to inspect the properties, books or records of Borrower or any of its Subsidiaries or to make any disclosures with respect to the foregoing. No requirement in any Credit Document for a Credit Party to provide evidence, opinion, information, documentation or other material requested or required by the Administrative Agent shall be construed to mean that the Administrative Agent has any responsibility to request or require such evidence, opinion, information, documentation or other material. Anything contained herein to the contrary notwithstanding, Administrative Agent shall not have any liability arising from confirmations of the amount of outstanding Term Loans or the component amounts thereofLetters of Credit. (ii) Each party to this Agreement acknowledges and agrees that Administrative Agent may use an outside service provider for the tracking of all UCC financing statements required to be filed pursuant to the Credit Documents and notification to Administrative Agent, of, among other things, the upcoming lapse or expiration thereof, and that any such service provider will be deemed to be acting at the request and on behalf of Parent Borrower and the other Credit Parties. No Agent shall be liable for any action taken or not taken by any such service provider.

No Responsibility for Certain Matters. (i) No Agent shall be responsible for, or have to any duty to ascertain or inquire into, Lender for (i) the execution, effectiveness, genuineness, validity, enforceability, collectability or sufficiency hereof or of any other Credit Document Document; (ii) [reserved]; (iii) [reserved]; (iv) the satisfaction of any condition set forth in Section 3 or for elsewhere herein, other than to confirm receipt of items expressly required to be delivered to such Agent; (v) the failure of any Credit Party, Lender or other Agent to perform its obligations hereunder or under any other Credit Document; or (vi) 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 any Agent to the Lenders or by or on behalf of any Credit Party to any Agent or any Lender in connection with the Credit Documents and the transactions contemplated thereby or for the financial condition or business affairs of any Credit Party or any other Person liable for the payment of any Obligations, nor shall 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 Credit Documents (other than to confirm receipt of the items expressly required to be delivered to such Agent) or as to the use of the proceeds of the Term Loans or as to the existence or possible existence of any Default or Event of Default (nor shall any Agent be deemed to have knowledge of the existence or possible existence of any Default or Event of Default unless and until written notice thereof (stating that it is a “notice of default”) is given to such Agent by the Borrower or any Lender) or to make any disclosures with respect to the foregoing. Anything contained Notwithstanding anything herein to the contrary notwithstandingcontrary, the Administrative Agent shall not have any liability arising from from, or be responsible for any loss, cost or expense suffered by the Borrower, any Subsidiary, any Lender or any other Guaranteed Party as a result of, confirmations of the amount of outstanding Term Loans or any exchange rate determination or currency conversion. Notwithstanding anything herein to the component amounts thereof. contrary, no Agent shall (i) have any responsibility or liability for, or be required to ascertain, inquire, monitor or enforce, compliance with the provisions hereof relating to Disqualified Institutions or Net Short Lenders, (ii) Each party to this Agreement acknowledges and agrees that Administrative Agent may use an outside service provider for the tracking of all UCC financing statements be required to be filed pursuant ascertain, inquire or monitor whether a Lender, participant or prospective Lender or participant is a Disqualified Institution or Net Short Lender or (iii) have any liability arising out of any assignment or participation of Loans or disclosure of Confidential Information to the Credit Documents and notification to Administrative Agent, of, among other things, the upcoming lapse any Disqualified Institution or expiration thereof, and that any such service provider will be deemed to be acting at the request and on behalf of Parent Borrower and the other Credit Parties. No Agent shall be liable for any action taken or not taken by any such service providerNet Short Lender.

No Responsibility for Certain Matters. (i) No Agent shall be responsible for, or have to any duty to ascertain or inquire into, Lender for the execution, effectiveness, genuineness, validity, enforceability, collectability or sufficiency hereof or any other 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 any Agent to Lenders or by or on behalf of any Credit Party to any Agent or any Lender in connection with the Credit Documents and the transactions contemplated thereby or for the financial condition or business affairs of any Credit Party or any other Person liable for the payment of any Obligations, nor shall 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 Credit Documents (other than to confirm receipt of the items expressly required to be delivered to such Agent) 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 Default or to make any disclosures with respect to the foregoing. Anything contained 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. . Without limiting the generality of the foregoing, no Agent shall be responsible or in any manner liable to any Lender for any Agent's failure to comply with Section 33-404 of the Arizona Revised Statute in connection with any and all Mortgages from time to time encumbering real property located in Arizona (iithe "ARIZONA MORTGAGES") Each party to this Agreement acknowledges and agrees that Administrative Agent may use an outside service provider for if certain disclosures required of the tracking of all UCC financing statements required to be filed pursuant to Agents, as beneficiaries under the Credit Documents and notification to Administrative AgentArizona Mortgages, ofincluding, among other things, the upcoming lapse names and addresses of the Lenders who are the then owners' of the Arizona Mortgages or expiration thereofany beneficial interest therein or in the Loans or Notes secured thereby, are not made in accordance with said statute. Each of the Lenders acknowledges that Agents have made reasonable efforts to comply fully with Section 33-404, but may not in the future comply fully or at all with said Section 33-404, but nevertheless holds harmless and indemnifies each Agent for and against any loss or damage resulting from the invalidity, unenforceability, or ineffectiveness, now or hereafter, of any and all Arizona Mortgages; the Lenders acknowledge that the foregoing is an agreed risk and shall not be construed as negligence, gross negligence or willful misconduct or other liability whatever of any such service provider will be deemed to be acting at the request and on behalf of Parent Borrower and the Agent (or any other Credit Parties. No Agent shall be liable for any action taken or not taken by any such service providerLender).

No Responsibility for Certain Matters. (i) No Agent nor any Related Party shall be responsible for, or have to any duty to ascertain or inquire into, Lender for the execution, effectiveness, genuineness, validity, enforceability, collectability or sufficiency hereof or any other Credit Document (other than solely to confirm receipt of items expressly required to be delivered to such Agent hereunder) 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 any Agent to Lenders or by or on behalf of any Credit Party to any Agent or any Lender in connection with the Credit Documents and the transactions contemplated thereby or for the financial condition or business affairs of any Credit Party or any other Person liable for the payment of any Obligations, nor shall 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 Credit Documents (other than to confirm receipt of the items expressly required to be delivered to such Agent) or as to the use of the proceeds of the Term Loans or as to the existence or possible existence of any Event of Default or Default or to make any disclosures with respect to the foregoing. Anything contained herein to the contrary notwithstanding, Administrative Agent shall not have any liability arising from confirmations of the amount of outstanding Term Loans or the component amounts thereof. (ii) Each party to this Agreement acknowledges and agrees that Administrative Agent may use an outside service provider for the tracking of all UCC financing statements required to be filed pursuant to the Credit Documents and notification to Administrative Agent, of, among other things, the upcoming lapse or expiration thereof, and that any such service provider will be deemed to be acting at the request and on behalf of Parent Borrower and the other Credit Parties. No Agent shall be liable for required to take any action taken that, in its opinion or not taken by the opinion of its counsel, may expose such Agent to liability or that is contrary to any such service providerCredit Document or applicable law.

No Responsibility for Certain Matters. (i) No Agent None of the Agents or Joint Lead Arrangers shall be responsible forto any other Agent, Joint Lead Arranger or any Lender, or have any duty be required to ascertain or inquire intoas to, (i) any statement, recital, warranty or representation (in each case whether written or oral) made in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document (including financial statements) delivered thereunder or in connection therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Loan Document, (iv) the execution, validity, enforceability, effectiveness, genuineness, validity, enforceability, sufficiency or collectability or sufficiency hereof of any Loan Document or any other Credit Document agreement, instrument or for any representationsdocument, warranties(v) the use of proceeds of the Loans, recitals (vi) the existence 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 any Agent to Lenders or by or on behalf possible existence of any Credit Party to any Agent Default or any Lender in connection with the Credit Documents and the transactions contemplated thereby or for Event of Default, (vii) the financial condition or business affairs of any Credit Loan Party or any other Person liable for the payment of any Obligations, nor shall any Agent be required to ascertain Obligations or inquire as to (viii) the performance or observance satisfaction of any of the terms, conditions, provisions, covenants condition set forth in Article IV or agreements contained elsewhere in any of the Credit Documents (Loan Document, other than to confirm receipt of the items expressly required to be delivered to such Agent) Agent or as to the use of the proceeds of the Term Loans or as to the existence or possible existence of any Event of Default or Default or Joint Lead Arranger, or, in each such case, to make any disclosures with respect to the foregoing. Except as expressly set forth in the Loan Documents, none of the Agents or Joint Lead Arrangers shall have any duty to disclose, nor shall it be liable for the failure to disclose, any information relating to the Tribe or any Loan Party that is communicated to or obtained by it or any of its Affiliates in any capacity. Anything contained 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. (ii) Each party to this Agreement acknowledges and agrees that The Administrative Agent may use an outside service provider for shall not be responsible or have any liability for, or have any duty to ascertain, inquire into, monitor or enforce, compliance with the tracking provisions hereof relating to Disqualified Lenders. Without limiting the generality of all UCC financing statements required to be filed pursuant to the Credit Documents and notification to Administrative Agent, of, among other thingsforegoing, the upcoming lapse or expiration thereof, and that any such service provider will be deemed to be acting at the request and on behalf of Parent Borrower and the other Credit Parties. No Administrative Agent shall not (x) be liable for obligated to ascertain, monitor or inquire as to whether any action taken Lender or not taken by Participant or prospective Lender or Participant is a Disqualified Lender or (y) have any such service providerliability with respect to or arising out of any assignment or participation of Loans, or disclosure of confidential information, to any Disqualified Lender.

No Responsibility for Certain Matters. (i) No Agent None of the Agents or the Lead Arranger shall be responsible forto any other Agent or Lead Arranger or any Lender, or have any duty be required to ascertain or inquire intoas to, (i) any statement, recital, warranty or representation (in each case whether written or oral) made in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document (including financial statements) delivered thereunder or in connection therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Loan Document, (iv) the execution, validity, enforceability, effectiveness, genuineness, validity, enforceability, sufficiency or collectability or sufficiency hereof of any Loan Document or any other Credit Document agreement, instrument or for any representationsdocument, warrantiesor the creation, recitals perfection 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 any Agent to Lenders or by or on behalf priority of any Credit Party Lien purported to be created by the Security Documents, (v) the value or sufficiency of any Agent Collateral, (vi) the use of proceeds of the Loans or the use of any Lender in connection with Letter of Credit, (vii) the Credit Documents and the transactions contemplated thereby existence or for possible existence of any Default or Event of Default, (viii) the financial condition or business affairs of any Credit Party Company or any other Person liable for the payment of any Obligations, nor shall any Agent be required to ascertain Obligations or inquire as to (ix) the performance or observance satisfaction of any of the terms, conditions, provisions, covenants condition set forth in Article IV or agreements contained elsewhere in any of the Credit Documents (Loan Document, other than to confirm receipt of the items expressly required to be delivered to such Agent) Agent or as to the use of the proceeds of the Term Loans or as to the existence or possible existence of any Event of Default or Default or Lead Arranger, or, in each such case, to make any disclosures with respect to the foregoingforegoing to the extent expressly required by the terms of the Loan Documents. 137 Except as expressly set forth in the Loan Documents, none of the Agents or the Lead Arranger shall have any duty to disclose, nor shall it be liable for the failure to disclose, any information relating to any Sponsor, any Company or any Unrestricted Subsidiary that is communicated to or obtained by it or any of its Affiliates in any capacity. Anything contained 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 Obligations or the component amounts thereof. (ii) Each party to this Agreement acknowledges and agrees that Administrative Agent may use an outside service provider for the tracking of all UCC financing statements required to be filed pursuant to the Credit Documents and notification to Administrative Agent, of, among other things, the upcoming lapse or expiration thereof, and that any such service provider will be deemed to be acting at the request and on behalf of Parent Borrower and the other Credit Parties. No Agent shall be liable for any action taken or not taken by any such service provider.

No Responsibility for Certain Matters. (i) No Agent nor any of its officers, partners, directors, employees, advisors, attorneys or agents shall be responsible for, or have to any duty to ascertain or inquire into, Lender for the execution, effectiveness, genuineness, validity, enforceability, collectability or sufficiency hereof or any other 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 any Agent to Lenders or by or on behalf of any Credit Party Party, any Lender or any person providing the Settlement Service to any Agent or any Lender in connection with the Credit Documents and the transactions contemplated hereby or thereby or for the financial condition or business affairs of any Credit Party or any other Person liable for the payment of any Obligations, nor shall 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 Credit Documents (other than to confirm receipt of the items expressly required to be delivered to such Agent) or as to the use of the proceeds of the Term Loans or as to the existence or possible existence of any Event of Default or Default or to make any disclosures with respect to the foregoing. No Agent nor any of its officers, partners, directors, employees, advisors, attorneys or agents shall be deemed to have knowledge of any Default or Event of Default unless and until written notice thereof is given to such Agent by a Borrower or a Lender. Anything contained herein to the contrary notwithstanding, the duties of the Administrative Agent shall be administrative in nature and the Administrative Agent shall not have any liability arising from confirmations of the amount Letter of outstanding Term Loans Credit Usage or the component amounts thereof. (ii) Each party to this Agreement acknowledges and agrees that Administrative Agent may use an outside service provider for the tracking of all UCC financing statements required to be filed pursuant to the Credit Documents and notification to Administrative Agent, of, among other things, the upcoming lapse or expiration thereof, and that any such service provider will be deemed to be acting at the request and on behalf of Parent Borrower and the other Credit Parties. No Agent shall be liable for any action taken or not taken by any such service provider.

No Responsibility for Certain Matters. The Collateral Agent shall not be responsible to any Purchaser or any other Person for: (i) No Agent shall the creation, perfection or priority of any Lien purported to be responsible for, created by the Transaction Documents or have the value or the sufficiency of any duty to ascertain Collateral; or inquire into, (ii) the execution, effectiveness, genuineness, validity, enforceability, collectability or sufficiency hereof or any other Credit 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 any the Collateral Agent to Lenders the Purchasers or by or on behalf of the Seller Parties or any Credit Party of their Subsidiaries to any the Collateral Agent or any Lender Purchaser in connection with the Credit Transaction Documents and the transactions contemplated thereby or for the financial condition or business affairs of the Seller Parties or any Credit Party of their Subsidiaries or any other Person liable for the payment of any Royalty Interest Payments or other Obligations, nor shall any the Collateral 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 Credit Transaction Documents (other than to confirm receipt of the items expressly required to be delivered to such Agent) or as to the use of the proceeds of the Term Loans Investment Amount or as to the existence or possible existence of any Put Option Event or other breach of Default this Agreement or Default the other Transaction Documents or to make any disclosures with respect to the foregoing, except as expressly provided in any Transaction Document (including the Intercreditor Agreement). Anything contained herein to the contrary notwithstanding, Administrative the Collateral Agent shall not have any liability arising from confirmations of the amount of outstanding Term Loans Royalty Interest Payments or the component amounts thereof. (ii) Each party to this Agreement acknowledges and agrees that Administrative Agent may use an outside service provider for the tracking of all UCC financing statements required to be filed pursuant to the Credit Documents and notification to Administrative Agent, of, among other things, the upcoming lapse or expiration thereof, and that any such service provider will be deemed to be acting at the request and on behalf of Parent Borrower and the other Credit Parties. No Agent shall be liable for any action taken or not taken by any such service provider.

No Responsibility for Certain Matters. (i) No Agent shall be responsible for, or have to any duty to ascertain or inquire into, Lender for the execution, effectiveness, genuineness, validity, enforceability, collectability collectibility or sufficiency hereof or any other Credit Second Priority Term 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 any Agent to the Lenders or by or on behalf of any Credit Party Obligor to any Agent or any Lender in connection with the Credit Second Priority Term Loan Documents and the transactions contemplated thereby or for the financial condition or business affairs of any Credit Party Obligor or any other Person liable for the payment of any Second Priority Term Loan Obligations, nor shall 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 Credit Second Priority Term Loan Documents (other than to confirm receipt of the items expressly required to be delivered to such Agent) or as to the use of the proceeds of the Second Priority Term Loans or as to the existence or possible existence of any Material Adverse Effect, Event of Default or Default or to make any disclosures with respect to the foregoing. Anything contained herein to the contrary notwithstanding, the Administrative Agent shall not have any liability arising from confirmations of the amount of outstanding Second Priority Term Loans or the component amounts thereof. (ii) Each party to this Agreement acknowledges and agrees that Administrative Agent may use an outside service provider for the tracking of all UCC financing statements required to be filed pursuant to the Credit Documents and notification to Administrative Agent, of, among other things, the upcoming lapse or expiration thereof, and that any such service provider will be deemed to be acting at the request and on behalf of Parent Borrower and the other Credit Parties. No Agent shall be liable for any action taken or not taken by any such service provider.

No Responsibility for Certain Matters. The Purchaser Representative shall not be responsible to any Purchaser or any other Person for: (i) No Agent shall the creation, perfection [***] or priority of any Lien purported to be responsible for, created by the Transaction Documents or have the value or the sufficiency of the Lockbox Account or any duty to ascertain Back-up Collateral; or inquire into, (ii) the execution, effectiveness, genuineness, validity, enforceability, collectability or sufficiency hereof or any other Credit 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 any Agent the Purchaser Representative to Lenders the Purchasers or by or on behalf of any Credit Party to any Agent the Company Parties or any Lender of their Subsidiaries to the Purchaser Representative or any Purchaser in connection with the Credit Transaction Documents and the transactions contemplated thereby or for the financial condition or business affairs of the Company Parties or any Credit Party of their Subsidiaries or any other Person liable for the payment of any Purchased Royalties or Obligations, nor shall any Agent the Purchaser Representative 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 Credit Transaction Documents (other than to confirm receipt of the items expressly required to be delivered to such Agent) or as to the use of the proceeds of the Term Loans Purchase Price or as to the existence or possible existence of any Event of Default or Default other breach of this Agreement or the other Transaction Documents, or to make any disclosures with respect to the foregoing, except as expressly provided in any Transaction Document (including the Intercreditor Agreement). Anything contained herein to the contrary notwithstanding, Administrative Agent the Purchaser Representative shall not have any liability arising from confirmations of the amount of outstanding Term Loans payments of Purchased Royalties or the component amounts thereof. (ii) Each party to this Agreement acknowledges and agrees that Administrative Agent may use an outside service provider for the tracking of all UCC financing statements required to be filed pursuant to the Credit Documents and notification to Administrative Agent, of, among other things, the upcoming lapse or expiration thereof, and that any such service provider will be deemed to be acting at the request and on behalf of Parent Borrower and the other Credit Parties. No Agent shall be liable for any action taken or not taken by any such service provider.

No Responsibility for Certain Matters. (i) No Agent shall be responsible for, or have to any duty to ascertain or inquire into, Lender for the execution, effectiveness, genuineness, validity, enforceability, collectability or sufficiency hereof or any other 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 any of Agent to Lenders or by or on behalf of any Credit Party to any Agent or any Lender in connection with the Credit Documents and the transactions contemplated thereby or for the financial condition or business affairs of any Credit Party or any other Person liable for the payment of any Obligations, nor shall 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 Credit Documents (other than to confirm receipt of the items expressly required to be delivered to such Agent) or as to the use of the proceeds of the Term Loans or as to the existence or possible existence of any Event of Default or Default Default. Each Agent shall be fully justified in failing or refusing to make take any disclosures with respect action hereunder or under any other Credit Document (a) if such action would, in the opinion of such Agent, be contrary to law or the foregoingterms of this Agreement or any other Credit Document or (b) if such Agent shall not first be indemnified to its satisfaction against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. Anything contained 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. (ii) Each party to this Agreement acknowledges and agrees that Administrative Agent may use an outside service provider for the tracking of all UCC financing statements required to be filed pursuant to the Credit Documents and notification to Administrative Agent, of, among other things, the upcoming lapse or expiration thereof, and that any such service provider will be deemed to be acting at the request and on behalf of Parent Borrower and the other Credit Parties. No Agent shall be liable for any action taken or not taken by any such service provider.

No Responsibility for Certain Matters. (i) No Agent shall be responsible for, or have to any duty to ascertain or inquire into, Lender for the execution, effectiveness, genuineness, validity, enforceability, collectability or sufficiency hereof or any other Credit Document Loan Document, or for the creation, 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 any Agent to the Lenders or by or on behalf of any Credit Loan Party or to any Agent or any Lender in connection with the Credit Loan Documents and the transactions contemplated thereby or for the financial condition or business affairs of any Credit Loan Party or any other Person liable for the payment of any Obligations, nor shall 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 Credit Loan Documents (other than to confirm receipt of the items expressly required to be delivered to such Agent) or as to the use of the proceeds of the Term Loans or as to the existence or possible existence of any Event of Default or Default or as to the value or sufficiency of any Collateral or as to the satisfaction of any condition set forth in Article III or elsewhere herein (other than confirm receipt of items expressly required to be delivered to such Agent) or to inspect the properties, books or records of the Borrower or any of its Subsidiaries or to make any disclosures with respect to the foregoing. Anything contained 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. (ii) Each party to this Agreement acknowledges and agrees that Administrative Agent may use an outside service provider for the tracking of all UCC financing statements required to be filed pursuant to the Credit Documents and notification to Administrative Agent, of, among other things, the upcoming lapse or expiration thereof, and that any such service provider will be deemed to be acting at the request and on behalf of Parent Borrower and the other Credit Parties. No Agent shall be liable for any action taken or not taken by any such service provider.

No Responsibility for Certain Matters. (i) No Agent shall be responsible for, to any Lender or have Issuing Bank or any duty to ascertain or inquire into, other Secured Party for (i) the execution, effectiveness, genuineness, validity, enforceability, collectability or sufficiency hereof or of any other Credit Document Document; (ii) the creation, perfection, maintenance, preservation, continuation or for priority of any Lien or security interest created, purported to be created or required under any Credit Document; (iii) the value or the sufficiency of any Collateral; (iv) the satisfaction of any condition set forth in Section 3 or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to such Agent; (v) the failure of any Credit Party, Lender or other Agent to perform its obligations hereunder or under any other Credit Document; or (vi) 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 (including any Borrowing Base Certificate) or any other documents furnished or made by any Agent to the Lenders or Issuing Banks or by or on behalf of any Credit Party to any Agent or any Lender or Issuing Bank in connection with the Credit Documents and the transactions contemplated thereby or for the financial condition or business affairs of any Credit Party or any other Person liable for the payment of any Obligations, nor shall 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 Credit Documents (other than to confirm receipt of the items expressly required to be delivered to such Agent) or as to the use of the proceeds of the Term Loans or as to the existence or possible existence of any Default or Event of Default (nor shall any Agent be deemed to have knowledge of the existence or possible existence of any Default or Event of Default unless and until written notice thereof (stating that it is a “notice of default”) is given to such Agent by the Borrower or any Lender) or to make any disclosures with respect to the foregoing. Anything contained Without limiting the generality of the preceding sentence, notwithstanding anything herein to the contrary notwithstandingcontrary, the Administrative Agent shall not have any liability arising from from, or be responsible for any loss, cost or expense suffered by any Lender, any Issuing Bank or any other Secured Party as a result of, (A) confirmations of the amount of outstanding Term Loans Loans, the Letter of Credit Usage or the component amounts thereof or any confirmation of or calculation of the Borrowing Base or the component amounts thereof. , (iiB) Each party to this calculation of Quarterly Average Excess Availability, Quarterly Average Facility Utilization or Excess Availability, (C) the terms and conditions of any Permitted Intercreditor Agreement acknowledges and agrees that or any amendment, supplement or other modification thereof. The Administrative Agent may use an outside service provider for shall not be responsible or have any liability for, or have any duty to ascertain, inquire into, monitor or enforce, compliance with the tracking provisions hereof relating to Disqualified Institutions, (D) qualification of all UCC financing statements required to be filed pursuant to (or lapse of qualification of) any Account or Inventory under the Credit Documents eligibility criteria set forth herein, (E) determination of whether the Investment Payment Conditions or the RJP Payment Conditions have been satisfied, (F) the calculations of the outstanding amount of any Designated Cash Management Services ​ ​ Obligations, Designated Pari Cash Management Services Obligations, Designated Hedge Obligations and notification to Administrative Agent, of, among other thingsDesignated Pari Hedge Obligations or (G) compliance with Section 9.8. Without limiting the generality of the foregoing, the upcoming lapse or expiration thereof, and that any such service provider will be deemed to be acting at the request and on behalf of Parent Borrower and the other Credit Parties. No Administrative Agent shall not (x) be liable for obligated to ascertain, monitor or inquire as to whether any action taken Lender or not taken by Participant or prospective Lender or Participant is a Disqualified Institution or (y) have any such service providerliability with respect to or arising out of any assignment or participation of Loans or Commitments, or disclosure of confidential information, to any Disqualified Institution.

No Responsibility for Certain Matters. (i) No Agent AgentAgents shall not be responsible for, to any Holder or have any duty to ascertain or inquire into, Purchaser for the execution, effectiveness, genuineness, validity, enforceability, collectability or sufficiency hereof or any other Credit 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 any Agent AgentAgents to Lenders the Holders or Purchasers or by or on behalf of any Credit Note Party to any Agent AgentAgents or any Lender Holder or Purchaser in connection with the Credit Note Documents and the transactions contemplated thereby or for the financial condition or business affairs of any Credit Note Party or any other Person liable for the payment of any Obligations, nor shall any Agent AgentAgents 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 Credit Note Documents (other than to confirm receipt of the items expressly required to be delivered to such Agent) or as to the use of the proceeds of the Term Loans Notes or as to the existence or possible existence of any Event of Default or Default or to make any disclosures with respect to the foregoing. AgentAgents shall not be responsible for the satisfaction of any condition set forth in Article III or elsewhere in any Note Document, other than to confirm receipt of items expressly required to be delivered to Agent. AgentAgents. Agents will not be required to take any action that is contrary to applicable law or any provision of this Agreement or any Note Document. Anything contained herein to the contrary notwithstanding, Administrative Agent AgentAgents shall not have any liability arising from confirmations of the amount of outstanding Term Loans Notes or the component amounts thereof. (ii) Each party to this Agreement acknowledges and agrees that Administrative Agent may use an outside service provider for the tracking of all UCC financing statements required to be filed pursuant to the Credit Documents and notification to Administrative Agent, of, among other things, the upcoming lapse or expiration thereof, and that any such service provider will be deemed to be acting at the request and on behalf of Parent Borrower and the other Credit Parties. No Agent shall be liable for any action taken or not taken by any such service provider.

No Responsibility for Certain Matters. (i) No Agent shall be responsible for, or have to any duty to ascertain or inquire into, Lender for the execution, effectiveness, genuineness, validity, enforceability, collectability or sufficiency hereof or any other Credit Document Document, the satisfaction of any condition set forth in Section 3 or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to either Agent thereunder, 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 any Agent to Lenders or by or on behalf of any Credit Party to any Agent or any Lender in connection with the Credit Documents and the transactions contemplated thereby or for the financial condition or business affairs of any Credit Party or any other Person liable for the payment of any Obligations, nor shall 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 Credit Documents (other than to confirm receipt of the items expressly required to be delivered to such Agent) or as to the use of the proceeds of the Term Loans or as to the existence or possible existence of any Event of Default or Default or to make any disclosures with respect to the foregoing. For avoidance of doubt, Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of any Default and/or Event of Default, unless Administrative Agent shall have received written notice from a Lender or any Credit Party referring to this Agreement and describing such Default or Event of Default. Anything contained herein to the contrary notwithstanding, Administrative Agent shall not have any liability arising from confirmations of the amount of outstanding Term Loans or the component amounts thereof. (ii) Each party to this Agreement acknowledges and agrees that Administrative Agent may use an outside service provider for the tracking of all UCC financing statements required to be filed pursuant to the Credit Documents and notification to Administrative Agent, of, among other things, the upcoming lapse or expiration thereof, and that any such service provider will be deemed to be acting at the request and on behalf of Parent Borrower and the other Credit Parties. No Agent shall be liable for any action taken or not taken by any such service provider.

No Responsibility for Certain Matters. (i) No Agent shall be responsible for, to any Lender or have Issuing Bank or any duty to ascertain or inquire into, other Secured Party for (i) the execution, effectiveness, genuineness, validity, enforceability, collectability or sufficiency hereof or of any other Credit Document Document; (ii) the creation, perfection, maintenance, preservation, continuation or for priority of any Lien or security interest created, purported to be created or required under any Credit Document; (iii) the value or the sufficiency of any Collateral; (iv) the satisfaction of any condition set forth in Section 3 or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to such Agent; (v) the failure of any Credit Party, Lender or other Agent to perform its obligations hereunder or under any other Credit Document; or (vi) 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 (including any Borrowing Base Certificate) or any other documents furnished or made by any Agent to the Lenders or Issuing Banks or by or on behalf of any Credit Party to any Agent or any Lender or Issuing Bank in connection with the Credit Documents and the transactions contemplated thereby or for the financial condition or business affairs of any Credit Party or any other Person liable for the payment of any Obligations, nor shall 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 Credit Documents (other than to confirm receipt of the items expressly required to be delivered to such Agent) or as to the use of the proceeds of the Term Loans or as to the existence or possible existence of any Default or Event of Default (nor shall any Agent be deemed to have knowledge of the existence or possible existence of any Default or Event of Default unless and until written notice thereof (stating that it is a “notice of default”) is given to such Agent by the Borrower or any Lender) or to make any disclosures with respect to the foregoing. Anything contained Without limiting the generality of the preceding sentence, notwithstanding anything herein to the contrary notwithstandingcontrary, the Administrative Agent shall not have any duty to ascertain, inquire into, monitor or enforce, or have any liability arising from from, or be responsible for any loss, cost or expense suffered by any Lender, any Issuing Bank or any other Secured Party, as a result of, (A) confirmations of the amount of outstanding Term Loans Loans, the Letter of Credit Usage or the component amounts thereof or any confirmation of or calculation of the Borrowing Base or the component amounts thereof. , (iiB) Each party to this calculation of Quarterly Average Excess Availability, Quarterly Average Facility Utilization or Excess Availability, (C) the terms and conditions of any Permitted Intercreditor Agreement acknowledges and agrees that Administrative Agent may use an outside service provider for the tracking of all UCC financing statements required to be filed pursuant to the Credit Documents and notification to Administrative Agentor any amendment, of, among supplement or other things, the upcoming lapse or expiration modification thereof, (D) [reserved], (E) qualification of (or lapse of qualification of) any Account or Inventory under the eligibility criteria set forth herein, (E) the calculations of the outstanding amount of any Designated Cash Management Services Obligations, Designated Pari Cash Management Services Obligations, Designated Hedge Obligations and that any such service provider will be deemed to be acting at the request and on behalf of Parent Borrower and the other Credit Parties. No Agent shall be liable for any action taken Designated Pari Hedge Obligations or not taken by any such service provider(F) compliance with Section 9.8.

No Responsibility for Certain Matters. (i) No Agent shall be responsible for, to any Lender or have any duty to ascertain or inquire into, Issuing Bank for (i) the execution, effectiveness, genuineness, validity, enforceability, collectability or sufficiency hereof or of any other Credit Document Document; (ii) the creation, perfection, maintenance, preservation, continuation or for priority of any Lien or security interest created, purported to be created or required under any Credit Document; (iii) the value or the sufficiency of any Collateral; (iv) the satisfaction of any condition set forth in Section 3 or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to such Agent; (v) the failure of any Credit Party, Lender, Issuing Bank or other Agent to perform its obligations hereunder or under any other Credit Document; or (vi) 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 any Agent to the Lenders or the Issuing Banks or by or on behalf of any Credit Party to any Agent Agent, any Lender or any Lender Issuing Bank in connection with the Credit Documents and the transactions contemplated thereby or for the financial condition or business affairs of any Credit Party or any other Person liable for the payment of any Obligations, nor shall 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 Credit Documents (other than to confirm receipt of the items expressly required to be delivered to such Agent) or as to the use of the proceeds of the Term Loans or as to the existence or possible existence of any Default or Event of Default (nor shall any Agent be deemed to have knowledge of the existence or possible existence of any Default or Event of Default unless and until written notice thereof (stating that it is a “notice of default”) is given to such Agent by the Borrower or any Lender) or to make any disclosures with respect to the foregoing. Anything contained Notwithstanding anything herein to the contrary notwithstandingcontrary, the Administrative Agent shall not have any liability arising from from, or be responsible for any loss, cost or expense suffered by the Borrower, any Subsidiary, any Lender, any Issuing Bank or any other Secured Party as a result of, confirmations of the amount of outstanding Term Loans Loans, the Letter of Credit Usage or the component amounts thereof. , the calculation of the Effective Yield with respect to any Indebtedness, any exchange rate determination or currency conversion, the terms and conditions of any Permitted Intercreditor Agreement, any amendment, supplement or other modification thereof, or the calculation of the outstanding amount of Specified Hedge Obligations or Specified Cash Management Services Obligations. Notwithstanding anything herein to the contrary, no Agent shall (i) have any responsibility or liability for, or be required to ascertain, inquire, monitor or enforce, compliance with the provisions hereof relating to Disqualified Institutions or Net Short Lenders, (ii) Each party to this Agreement acknowledges and agrees that Administrative Agent may use an outside service provider for the tracking of all UCC financing statements be required to be filed pursuant ascertain, inquire or monitor whether a Lender, participant or prospective Lender or participant is a Disqualified Institution or Net Short Lender or (iii) have any liability arising out of any assignment or participation of loans or disclosure of Confidential Information to the Credit Documents and notification to Administrative Agent, of, among other things, the upcoming lapse any Disqualifed Institution or expiration thereof, and that any such service provider will be deemed to be acting at the request and on behalf of Parent Borrower and the other Credit Parties. No Agent shall be liable for any action taken or not taken by any such service providerNet Short Lender.

No Responsibility for Certain Matters. (i) No Administrative Agent shall not be responsible to any Lender for, or have any duty to ascertain or inquire into, (i) the execution, effectiveness, genuineness, validity, enforceability, collectability collectibility or sufficiency hereof of this Agreement or any other Credit Document or for Loan Document, (ii) 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 any Administrative Agent to Lenders or by or on behalf of any Credit Party Borrower to any Administrative Agent or any Lender in connection with the Credit Loan Documents and the transactions contemplated thereby or for thereby, (iii) the financial condition or business affairs of any Credit Party Borrower or any other Person liable for the payment of any Obligations, or (iv) the satisfaction of any condition set forth in Section 4 or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to Administrative Agent, nor shall any 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 Credit Loan Documents (other than to confirm receipt of the items expressly required to be delivered to such Agent) 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 Default or to make any disclosures with respect to the foregoingDefault. Anything contained herein in this Agreement 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. . Without limiting the generality of the foregoing, Administrative Agent: (iia) Each party shall not be subject to this Agreement acknowledges any fiduciary or other implied duties, regardless of whether a Default or an Event of Default has occurred and agrees is continuing; (b) shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents), provided that Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may use an outside service provider expose Administrative Agent to liability or that is contrary to any Loan Document or applicable law; and (c) shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the tracking failure to disclose, any information relating to Borrower or any of all UCC financing statements required its Affiliates that is communicated to be filed pursuant to or obtained by the Credit Documents and notification to Person serving as Administrative Agent, of, among other things, the upcoming lapse Agent or expiration thereof, and that any such service provider will be deemed to be acting at the request and on behalf of Parent Borrower and the other Credit Partiesits Affiliates in any capacity. No Administrative Agent shall not be liable for any action taken or not taken by it (x) with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as Administrative Agent shall believe in good faith shall be necessary, under the circumstances) or (y) in the absence of its own gross negligence or willful misconduct. Administrative Agent shall be deemed not to have knowledge of any Default or any Event of Default unless and until notice describing such service providerDefault or Event of Default is given to Administrative Agent by Borrower, a Lender or Issuing Lender.

No Responsibility for Certain Matters. (i) No Administrative Agent shall not be responsible for, or have to any duty to ascertain or inquire into, Lender for the execution, effectiveness, genuineness, validity, enforceability, collectability or sufficiency hereof or any other Credit 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 any Administrative Agent to Lenders or by or on behalf of any Credit Loan Party to any Administrative Agent or any Lender in connection with the Credit Loan Documents and the transactions contemplated thereby or for the financial condition or business affairs of any Credit Loan Party or any other Person liable for the payment of any Obligations, nor shall any 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 Credit Loan Documents (other than to confirm receipt of the items expressly required to be delivered to such Agent) or as to the use of the proceeds of the Term Loans or as to the existence or possible existence of any Event of Default or Default or to make any disclosures with respect to the foregoing. Anything contained herein to the contrary notwithstanding, Administrative Agent shall not have any liability arising from confirmations of the amount of outstanding Term Loans or the component amounts thereof. (ii) Each party to this Agreement acknowledges and agrees that . In addition, Administrative Agent may use an outside service provider for shall not be responsible or have any liability for, or have any duty to ascertain, inquire into, monitor or enforce, compliance with the tracking provisions hereof relating to Disqualified Institutions. Without limiting the generality of all UCC financing statements required the foregoing, Administrative Agent shall not ‎(x) be obligated to be filed pursuant ascertain, monitor or inquire as to whether any Lender or participant or prospective Lender or participant is a Disqualified Institution or (y) have any liability with respect to or arising out of any assignment or participation of loans, or disclosure of confidential information, to, or the Credit Documents and notification to Administrative Agent, restrictions on any exercise of rights or remedies of, among other things, the upcoming lapse or expiration thereof, and that any such service provider will be deemed to be acting at the request and on behalf of Parent Borrower and the other Credit Parties. No Agent shall be liable for any action taken or not taken by any such service providerDisqualified Institution.

No Responsibility for Certain Matters. (i) No The Agent shall not be responsible for, or have to any duty to ascertain or inquire into, Lender for the execution, effectiveness, genuineness, validity, enforceability, collectability or sufficiency hereof or any other Credit 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 any the Agent to Lenders or by or on behalf of any Credit Party the Loan Parties or to any Agent or any Lender in connection with the Credit Transaction Documents and the transactions contemplated thereby or for the financial condition or business affairs of any Credit Party the Borrower or any other Person liable for the payment of any Obligationsobligations under the Transaction Documents, nor shall any 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 Credit Transaction Documents (other than to confirm receipt of the items expressly required to be delivered to such Agent) or as to the use of the proceeds of the Term Loans or as to the existence or possible existence of any Default or Event of Default or Default or to make any disclosures with respect to the foregoing. Anything contained herein to the contrary notwithstanding, Administrative Agent shall not have any liability arising from confirmations of the amount of outstanding Term Loans Loan Principal Amounts. Agent shall have no obligation whatsoever to the Lenders or to any other Person to ensure that the component amounts thereof. (ii) Each party Collateral exists or is owned by Borrower or is cared for, protected or insured or that the Liens granted to Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to Agent in this Agreement acknowledges or in any of the other Transaction Documents, it being understood and agrees agreed that Administrative in respect of the Collateral, or any act, omission or event related thereto, Agent may use an outside service provider for the tracking of all UCC financing statements required to be filed pursuant act in any manner it may deem appropriate, in its sole discretion, and Agent shall have no duty or liability whatsoever to the Credit Documents Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and notification to Administrative Agent, of, among other things, the upcoming lapse or expiration thereof, and that any such service provider will be deemed to be acting at the request and on behalf of Parent Borrower and the other Credit Parties. No Agent shall be liable for any action taken or not taken by any such service providernon-appealable decision).

No Responsibility for Certain Matters. (i) No Agent shall be responsible for, to any Lender or have Issuing Bank or any duty to ascertain or inquire into, other Secured Party for (i) the execution, effectiveness, genuineness, validity, enforceability, collectability or sufficiency hereof or of any other Credit Document Document; (ii) the creation, perfection, maintenance, preservation, continuation or for priority of any Lien or security interest created, purported to be created or required under any Credit Document; (iii) the value or the sufficiency of any Collateral; (iv) the satisfaction of any condition set forth in Section 3 or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to such Agent; (v) the failure of any Credit Party, Lender or other Agent to perform its obligations hereunder or under any other Credit Document; or (vi) 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 (including any Borrowing Base Certificate) or any other documents furnished or made by any Agent to the Lenders or Issuing Banks or by or on behalf of any Credit Party to any Agent or any Lender or Issuing Bank in connection with the Credit Documents and the transactions contemplated thereby or for the financial condition or business affairs of any Credit Party or any other Person liable for the payment of any Obligations, nor shall 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 Credit Documents (other than to confirm receipt of the items expressly required to be delivered to such Agent) or as to the use of the proceeds of the Term Loans or as to the existence or possible existence of any Default or Event of Default (nor shall any Agent be deemed to have knowledge of the existence or possible existence of any Default or Event of Default unless and until written notice thereof (stating that it is a “notice of default”) is given to such Agent by the Borrower or any Lender) or to make any disclosures with respect to the foregoing. Anything contained Without limiting the generality of the preceding sentence, notwithstanding anything herein to the contrary notwithstandingcontrary, DMFIRM #406105327 v2 189 the Administrative Agent shall not have any liability arising from from, or be responsible for any loss, cost or expense suffered by any Lender, any Issuing Bank or any other Secured Party as a result of, (A) confirmations of the amount of outstanding Term Loans Loans, the Letter of Credit Usage or the component amounts thereof or any confirmation of or calculation of the Borrowing Base or the component amounts thereof. , (iiB) Each party to this calculation of Quarterly Average Excess Availability, Quarterly Average Facility Utilization or Excess Availability, (C) the terms and conditions of any Permitted Intercreditor Agreement acknowledges and agrees that or any amendment, supplement or other modification thereof. The Administrative Agent may use an outside service provider for shall not be responsible or have any liability for, or have any duty to ascertain, inquire into, monitor or enforce, compliance with the tracking provisions hereof relating to Disqualified Institutions, (D) qualification of all UCC financing statements required to be filed pursuant to (or lapse of qualification of) any Account or Inventory under the Credit Documents eligibility criteria set forth herein, (E) determination of whether the Investment Payment Conditions or the RJP Payment Conditions have been satisfied, (F) the calculations of the outstanding amount of any Designated Cash Management Services Obligations, Designated Pari Cash Management Services Obligations, Designated Hedge Obligations and notification to Administrative Agent, of, among other thingsDesignated Pari Hedge Obligations or (G) compliance with Section 9.8. Without limiting the generality of the foregoing, the upcoming lapse or expiration thereof, and that any such service provider will be deemed to be acting at the request and on behalf of Parent Borrower and the other Credit Parties. No Administrative Agent shall not (x) be liable for obligated to ascertain, monitor or inquire as to whether any action taken Lender or not taken by Participant or prospective Lender or Participant is a Disqualified Institution or (y) have any such service providerliability with respect to or arising out of any assignment or participation of Loans or Commitments, or disclosure of confidential information, to any Disqualified Institution.

No Responsibility for Certain Matters. (i) No Agent shall be responsible for, to any Lender or have any duty to ascertain or inquire into, Issuing Bank for (i) the execution, effectiveness, genuineness, validity, enforceability, collectability or sufficiency hereof or of any other Credit Document Document; (ii) the creation, perfection, maintenance, preservation, continuation or for priority of any Lien or security interest created, purported to be created or required under any Credit Document; (iii) the value or the sufficiency of any Collateral; (iv) the satisfaction of any condition set forth in Section 3 or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to such Agent; (v) the failure of any Credit Party, Lender, Issuing Bank or other Agent to perform its obligations hereunder or under any other Credit Document; or (vi) 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 any Agent to the Lenders or the Issuing Banks or by or on behalf of any Credit Party to any Agent Agent, any Lender or any Lender Issuing Bank in connection with the Credit Documents and the transactions contemplated thereby or for the financial condition or business affairs of any Credit Party or any other Person liable for the payment of any Obligations, nor shall 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 Credit Documents (other than to confirm receipt of the items expressly required to be delivered to such Agent) or as to the use of the proceeds of the Term Loans or as to the existence or possible existence of any Default or Event of Default (nor shall any Agent be deemed to have knowledge of the existence or possible existence of any Default or Event of Default unless and until written notice thereof (stating that it is a “notice of default”) is given to such Agent by the Borrower or any Lender) or to make any disclosures with respect to the foregoing. Anything contained Notwithstanding anything herein to the contrary notwithstandingcontrary, Administrative no Agent shall not have any liability arising from from, or be responsible for any loss, cost or expense suffered by the Borrower, any Subsidiary, any Lender or any Issuing Bank as a result of, confirmations of the amount of outstanding Term Loans Loans, the Letter of Credit Usage or the component amounts thereof. (ii) Each party , the calculation of the Weighted Average Yield with respect to this any Indebtedness, any exchange rate determination or currency conversion, the determination of whether any Class of Term Loans constitutes Incremental Tranche A Term Loans or TLA Term Loans, the terms and conditions of any Permitted Intercreditor Agreement acknowledges and agrees that Administrative Agent may use an outside service provider for or the tracking calculation of all UCC financing statements required to be filed pursuant the outstanding amount of Specified Hedge Obligations or Specified Cash Management Services Obligations, in each case except to the Credit Documents and notification to Administrative extent caused by such Agent’s gross negligence or willful misconduct, ofor material breach by such Agent of its obligations under this Agreement, among other thingsin each case as determined by a final, the upcoming lapse or expiration thereof, and that any such service provider will be deemed to be acting at the request and on behalf non-appealable judgment of Parent Borrower and the other Credit Parties. No Agent shall be liable for any action taken or not taken by any such service providera court of competent jurisdiction.

No Responsibility for Certain Matters. (i) No Agent or the Depositary shall be responsible for, or have to any duty to ascertain or inquire into, Lender for the execution, effectiveness, genuineness, validity, enforceability, collectability or sufficiency hereof or of any other Credit 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 any Agent or the Depositary, as the case may be, to Lenders or by or on behalf of the Borrower Parties to any Credit Party to Lender or any Agent or any Lender the Depositary, as the case may be, in connection with the Credit Loan Documents and the transactions contemplated thereby or for the financial condition or business affairs of any Credit Party the Borrower Parties or any other Person liable for the payment of any Obligations, nor shall any Agent or the Depositary, as the case may be, 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 Credit Documents (other than Loan Documents, except as to confirm its receipt of items appearing on their face to be the items expressly required to be delivered to such Agent) it pursuant to Section 5.01 or as to the use of the proceeds of the Term Loans Advances or as to the existence or possible existence of any Event of Default or Default or to make any disclosures with respect to the foregoing, unless and until the Administrative Agent shall have received written notice from a Lender or the Borrower referring to this Agreement, describing such Event of Default or Default and stating that such notice is a “notice of event of default” or a “notice of default”, as applicable. Anything contained herein to the contrary notwithstanding, the Administrative Agent shall not have any liability arising from confirmations of the amount of outstanding Term Loans or Advances. In addition, the component amounts thereof. (ii) Each party to this Agreement acknowledges Collateral Agent and agrees that the Administrative Agent may use an outside service provider shall not be responsible for compliance with the tracking National Flood Insurance Act of all UCC financing statements required to be filed pursuant 1968, the Flood Disaster Protection Act of 1973 or other applicable Law regarding the maintenance of flood insurance, notices of flood hazards and the availability of federal disaster relief assistance, but the Administrative Agent may, at the direction of the Lenders, deliver a Notice of Special Flood Hazards and Availability of Federal Disaster Relief Assistance to the Credit Documents and notification to Administrative Agent, of, among other things, Borrower in the upcoming lapse or expiration thereof, and that any such service provider will be deemed to be acting at the request and on behalf of Parent Borrower and the other Credit Parties. No Agent shall be liable for any action taken or not taken by any such service providerform provided.

No Responsibility for Certain Matters. (i) No Agent shall be responsible for, to any Lender or have any duty to ascertain or inquire into, the L/C Issuer for the execution, effectiveness, genuineness, validity, enforceability, collectability collectibility or sufficiency hereof or of any other 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 any Agent to Lenders or by or on behalf of any Credit Party to any Agent or Agent, any Lender or the L/C Issuer in connection with the Credit Documents and the transactions contemplated thereby or for the financial condition or business affairs of any Credit Party or any other Person liable for the payment of any Obligations, nor shall 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 Credit Documents (other than to confirm receipt of the items expressly required to be delivered to such Agent) or as to the use of the proceeds of the Term Loans or as to the existence or possible existence of any Event of Default or Default or as to the value, sufficiency or perfection of any Collateral or as to the satisfaction of any condition set forth in Section 3 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 Borrower or any of its Subsidiaries or to make any disclosures with respect to the foregoing. No requirement in any Credit Document for a Credit Party to provide evidence, opinion, information, documentation or other material requested or required by an Agent shall be construed to mean that such Agent has any responsibility to request or require such evidence, opinion, information, documentation or other material. Anything contained herein to the contrary notwithstanding, Administrative Agent shall not have any liability arising from confirmations of the amount of outstanding Term Loans or the component amounts thereofLetters of Credit. (ii) Each party to this Agreement acknowledges and agrees that Administrative Agent may use an outside service provider for the tracking of all UCC financing statements required to be filed pursuant to the Credit Documents and notification to Administrative Agent, of, among other things, the upcoming lapse or expiration thereof, and that any such service provider will be deemed to be acting at the request and on behalf of Parent Borrower and the other Credit Parties. No Agent shall be liable for any action taken or not taken by any such service provider.

No Responsibility for Certain Matters. (i) No Neither the Administrative Agent nor the Collateral Trustee shall be responsible for, or have to any duty to ascertain or inquire into, Lender for the execution, effectiveness, genuineness, validity, enforceability, collectability or sufficiency hereof or any other Credit Document Loan Document, or for the creation, 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 any the Administrative Agent or the Collateral Trustee to the Lenders or by or on behalf of any Credit Loan Party or to any Agent the Administrative Agent, the Collateral Trustee or any Lender in connection with the Credit Loan Documents and the transactions contemplated thereby or for the financial condition or business affairs of any Credit Loan Party or any other Person liable for the payment of any Obligations, nor shall any the Administrative Agent or the Collateral Trustee 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 Credit Loan Documents (other than to confirm receipt of the items expressly required to be delivered to such Agent) or as to the use of the proceeds of the Term Revolving Loans or as to the existence or possible existence of any Event of Default or Default or as to the value or sufficiency of any Collateral or as to the satisfaction of any condition set forth in Article III or elsewhere herein (other than confirm receipt of items expressly required to be delivered to the Administrative Agent or the Collateral Trustee, as the case may be) or to inspect the properties, books or records of the Borrower or any of its Subsidiaries or to make any disclosures with respect to the foregoing. Anything contained herein to the contrary notwithstanding, the Administrative Agent shall not have any liability arising from confirmations of the amount of outstanding Term Revolving Loans or the Letter of Credit Usage or the component amounts thereof. (ii) Each party to this Agreement acknowledges and agrees that Administrative Agent may use an outside service provider for the tracking of all UCC financing statements required to be filed pursuant to the Credit Documents and notification to Administrative Agent, of, among other things, the upcoming lapse or expiration thereof, and that any such service provider will be deemed to be acting at the request and on behalf of Parent Borrower and the other Credit Parties. No Agent shall be liable for any action taken or not taken by any such service provider.

No Responsibility for Certain Matters. None of the Administrative Agent and its Related Persons shall be liable for any action taken or omitted to be taken by any of them under or in connection with any Loan Document, and each Lender, each L/C Issuer and Borrower hereby waive and shall not assert (and Borrower shall cause each other Credit Party and Subsidiary of such Credit Party to waive and agree not to assert) any right, claim or cause of action based thereon, except to the extent of liabilities resulting primarily from the gross negligence or willful misconduct of the Administrative Agent or, as the case may be, such Related Person (each as determined in a final, non-appealable judgment by a court of competent jurisdiction) in connection with the duties expressly set forth herein. Without limiting the foregoing, the Administrative Agent: (i) No Agent shall not be responsible foror otherwise incur liability for any action or omission taken in reliance upon the instructions of the Requisite Lenders or for the actions or omissions of any of its Related Persons selected with reasonable care (other than employees, officers and directors of the Administrative Agent, when acting on behalf of the Administrative Agent); (ii) shall not be responsible to any Secured Party for the due execution, legality, validity, enforceability, effectiveness, genuineness, sufficiency or value of, or the attachment, perfection or priority of any Lien created or purported to be created under or in connection with, any Loan Document; (iii) makes no warranty or representation, and shall not be responsible, to any Secured Party for any statement, document, information, representation or warranty made or furnished by or on behalf of any Related Person or any Credit Party in connection with any Loan Document or any transaction contemplated therein or any other document or information with respect to any Credit Party or any Subsidiary of any Credit Party, whether or not transmitted or (except for documents expressly required under any Loan Document to be transmitted to the Lenders) omitted to be transmitted by the Administrative Agent, including as to completeness, accuracy, scope or adequacy thereof, or for the scope, nature or results of any due diligence performed by the Administrative Agent in connection with the Loan Documents; and (iv) shall not have any duty to ascertain or inquire into, the execution, effectiveness, genuineness, validity, enforceability, collectability or sufficiency hereof or any other 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 any Agent to Lenders or by or on behalf of any Credit Party to any Agent or any Lender in connection with the Credit Documents and the transactions contemplated thereby or for the financial condition or business affairs of any Credit Party or any other Person liable for the payment of any Obligations, nor shall any Agent be required to ascertain or inquire as to the performance or observance of any provision of the termsany Loan Document, conditions, provisions, covenants or agreements contained whether any condition set forth in any of the Credit Documents (other than to confirm receipt of the items expressly required to be delivered to such Agent) Loan Document is satisfied or waived, as to the use financial condition of the proceeds any Credit Party or any Subsidiary of the Term Loans any Credit Party or as to the existence or continuation or possible existence occurrence or continuation of any Event of Default or Potential Default and shall not be deemed to have notice or knowledge of such occurrence or continuation unless it has received a notice from the Borrower or any Lender or L/C Issuer describing such Event of Default or to make any disclosures with respect to Potential Default clearly labeled “notice of default” (in which case the foregoing. Anything contained herein to the contrary notwithstanding, Administrative Agent shall not have any liability arising from confirmations promptly give notice of such receipt to all Lenders); and, for each of the amount items set forth in clauses (i) through (iv) above, each of outstanding Term Loans or the component amounts thereof. (ii) Each party to this Agreement acknowledges Borrower, each Lender and each L/C Issuer hereby waives and agrees that not to assert (and Borrower shall cause each other Credit Party and Subsidiary of such Credit Party to waive and agree not to assert) any right, claim or cause of action it might have against the Administrative Agent may use an outside service provider for the tracking of all UCC financing statements required to be filed pursuant to the Credit Documents and notification to Administrative Agent, of, among other things, the upcoming lapse or expiration thereof, and that any such service provider will be deemed to be acting at the request and on behalf of Parent Borrower and the other Credit Parties. No Agent shall be liable for any action taken or not taken by any such service providerbased thereon.

No Responsibility for Certain Matters. (i) No Agent shall be responsible for, to any Lender or other Secured Party for or have any duty to ascertain or inquire into, into the execution, effectiveness, genuineness, validity, enforceability, perfection, collectability or sufficiency hereof (including, for the avoidance of doubt, in connection with any Agent’s reliance on any electronic signatures, or signatures transmitted by telecopy, emailed.pdf or any other electronic means) of this Agreement or any other 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, agreements, reports or certificates or any other documents furnished or made by any Agent to Lenders or Secured Parties or by or on behalf of any Credit Party to any Agent or any Lender or Secured Party in connection with the Credit Documents and the transactions contemplated thereby or for the financial condition or business affairs of any Credit Party or any other Person liable for the payment of any Obligations, nor shall 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 Credit Documents (other than to confirm receipt of the items expressly required to be delivered to such Agent) or as to the use of the proceeds of the Term Loans or as to the existence or possible existence of any Event of Default or Default or as to the value or sufficiency of any Collateral or as to the satisfaction of any condition set forth in Section 3 or elsewhere herein (other than confirm receipt of items expressly required to be delivered to such Agent in its personal capacity as such) 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 herein to the contrary notwithstanding, Administrative Agent shall not have any liability arising from confirmations of the amount of outstanding Term Loans or the component amounts thereof. (ii) Each party to this Agreement acknowledges and agrees that Administrative Agent may use an outside service provider for the tracking of all UCC financing statements required to be filed pursuant to the Credit Documents and notification to Administrative Agent, of, among other things, the upcoming lapse or expiration thereof, and that any such service provider will be deemed to be acting at the request and on behalf of Parent Borrower and the other Credit Parties. No Agent shall be liable for any action taken or not taken by any such service provider.

No Responsibility for Certain Matters. (i) No Administrative Agent shall not be responsible for, or have to any duty to ascertain or inquire into, Lender for the execution, effectiveness, genuineness, validity, enforceability, collectability or sufficiency hereof or any other Credit 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 any Administrative Agent to Lenders or by or on behalf of any Credit Loan Party to any Administrative Agent or any Lender in connection with the Credit Loan Documents and the transactions contemplated thereby or for the financial condition or business affairs of any Credit Loan Party or any other Person liable for the payment of any Obligations, nor shall any 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 Credit Loan Documents (other than to confirm receipt of the items expressly required to be delivered to such Agent) or as to the use of the proceeds of the Term Loans or as to the existence or possible existence of any Event of Default or Default or to make any disclosures with respect to the foregoing. Anything contained herein to the contrary notwithstanding, Administrative Agent shall not have any liability arising from confirmations of the amount of outstanding Term Loans or the component amounts thereof. (ii) Each party to this Agreement acknowledges and agrees that . In addition, Administrative Agent may use an outside service provider for shall not be responsible or have any liability for, or have any duty to ascertain, inquire into, monitor or enforce, compliance with the tracking provisions hereof relating to Disqualified Institutions. Without limiting the generality of all UCC financing statements required the foregoing, Administrative Agent shall not (x) be obligated to be filed pursuant ascertain, monitor or inquire as to whether any Lender or participant or prospective Lender or participant is a Disqualified Institution or (y) have any liability with respect to or arising out of any assignment or participation of loans, or disclosure of confidential information, to, or the Credit Documents and notification to Administrative Agent, restrictions on any exercise of rights or remedies of, among other things, the upcoming lapse or expiration thereof, and that any such service provider will be deemed to be acting at the request and on behalf of Parent Borrower and the other Credit Parties. No Agent shall be liable for any action taken or not taken by any such service providerDisqualified Institution.

No Responsibility for Certain Matters. (i) No The Agent shall not be responsible to any Lender for, or have any duty be required to ascertain or inquire intoas to, (i) any statement, recital, warranty or representation (in each case whether written or oral) made in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document (including financial statements) delivered thereunder or in connection therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Loan Document, (iv) the execution, validity, enforceability, effectiveness, genuineness, validity, enforceability, sufficiency or collectability or sufficiency hereof of any Loan Document or any other Credit Document agreement, instrument or for any representationsdocument, warranties(v) the use of proceeds of the Loans, recitals (vi) the existence 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 any Agent to Lenders or by or on behalf possible existence of any Credit Party to any Agent or any Lender in connection with the Credit Documents and the transactions contemplated thereby or for Default, (vii) the financial condition or business affairs of any Credit Party or any other Person liable for the payment of any Obligations, nor shall any Agent be required to ascertain Obligations or inquire as to (viii) the performance or observance satisfaction of any of the terms, conditions, provisions, covenants condition set forth in Section 7 or agreements contained elsewhere in any of the Credit Documents (Loan Document, other than to confirm receipt of the items expressly required to be delivered to the Agent, or, in each such Agent) or as to the use of the proceeds of the Term Loans or as to the existence or possible existence of any Event of Default or Default or case, to make any disclosures with respect to the foregoing. Except as expressly set forth in the Loan Documents, the Agent shall have no duty to disclose, nor shall it be liable for the failure to disclose, any information relating to Borrower or any of its Subsidiaries that is communicated to or obtained by the entity serving as Agent or any of its Affiliates in any capacity. Anything contained herein to the contrary notwithstanding, Administrative the Agent shall not have any liability arising from confirmations of the amount of outstanding Term Loans or the component amounts thereof. (ii) Each party to this Agreement acknowledges and agrees that Administrative Agent may use an outside service provider for the tracking of all UCC financing statements required to be filed pursuant to the Credit Documents and notification to Administrative Agent, of, among other things, the upcoming lapse or expiration thereof, and that any such service provider will be deemed to be acting at the request and on behalf of Parent Borrower and the other Credit Parties. No Agent shall be liable for any action taken or not taken by any such service provider.

No Responsibility for Certain Matters. (i) No Agent shall be responsible for, or have to any duty to ascertain or inquire into, Lender for the execution, effectiveness, genuineness, validity, enforceability, collectability or sufficiency hereof or any other 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 any Agent to Lenders or by or on behalf of any Credit Party to any Agent or any Lender in connection with the Credit Documents and the transactions contemplated thereby or for the financial condition or business affairs of any Credit Party or any other Person liable for the payment of any Obligations, nor shall 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 Credit Documents (other than to confirm receipt of the items expressly required to be delivered to such Agent) or as to the use of the proceeds of the Term Loans or as to the existence or possible existence of any Event of Default or Default or as to the value or sufficiency of any Collateral or as to the satisfaction of any condition set forth in Section 3 or elsewhere herein (other than confirm receipt of items expressly required to be delivered to such Agent) or to inspect the properties, books or records of Holdings or any of its Subsidiaries or to make any disclosures with respect to the foregoing. Anything contained herein to the contrary notwithstanding, Administrative Agent shall not have any liability arising from confirmations of the amount of outstanding Term Loans or the component amounts thereof. (ii) Each party to this Agreement acknowledges and agrees that Administrative Agent may use an outside service provider for the tracking of all UCC financing statements required to be filed pursuant to the Credit Documents and notification to Administrative Agent, of, among other things, the upcoming lapse or expiration thereof, and that any such service provider will be deemed to be acting at the request and on behalf of Parent Borrower and the other Credit Parties. No Agent shall be liable for any action taken or not taken by any such service provider.

No Responsibility for Certain Matters. (i) No Agent nor any of its officers, partners, directors, employees, advisors, attorneys or agents shall be responsible for, or have to any duty to ascertain or inquire into, Lender for the execution, effectiveness, genuineness, validity, enforceability, collectability or sufficiency hereof or any other 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 any Agent to Lenders or by or on behalf of any Credit Party Party, any Lender or any person providing the Settlement Service to any Agent or any Lender in connection with the Credit Documents and the transactions contemplated hereby or thereby or for the financial condition or business affairs of any Credit Party or any other Person liable for the payment of any Obligations, nor shall 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 Credit Documents (other than to confirm receipt of the items expressly required to be delivered to such Agent) or as to the use of the proceeds of the Term Loans or as to the existence or possible existence of any Event of Default or Default or to make any disclosures with respect to the foregoing. No Agent nor any of its officers, partners, directors, employees, advisors, attorneys or agents shall be deemed to have knowledge of any Default or Event of Default unless and until written notice thereof is given to such Agent by a Account Party or a Lender. Anything contained herein to the contrary notwithstanding, the duties of the Administrative Agent shall be administrative in nature and the Administrative Agent shall not have any liability arising from confirmations of the amount Letter of outstanding Term Loans Credit Usage or the component amounts thereof. (ii) Each party to this Agreement acknowledges and agrees that Administrative Agent may use an outside service provider for the tracking of all UCC financing statements required to be filed pursuant to the Credit Documents and notification to Administrative Agent, of, among other things, the upcoming lapse or expiration thereof, and that any such service provider will be deemed to be acting at the request and on behalf of Parent Borrower and the other Credit Parties. No Agent shall be liable for any action taken or not taken by any such service provider.

No Responsibility for Certain Matters. (i) No Agent shall be responsible for, or have to any duty to ascertain or inquire into, Purchaser for the execution, effectiveness, genuineness, validity, enforceability, collectability or sufficiency hereof or any other 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 any Agent to Lenders Purchasers or by or on behalf of any Credit Party to any Agent or any Lender Purchaser in connection with the Credit Documents and the transactions contemplated thereby or for the financial condition or business affairs of any Credit Party or any other Person liable for the payment of any Obligations, nor shall 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 Credit Documents (other than to confirm receipt of the items expressly required to be delivered to such Agent) or as to the use of the proceeds from the issuance of the Term Loans Notes or as to the existence or possible existence of any Event of Default or Default or to make any disclosures with respect to the foregoing. No Agent shall be deemed to have any knowledge of any Default or Event of Default unless and until such Agent has received written notice (conspicuously identified as a “notice of default”) providing sufficient detail of such default is given to such Agent by Issuer or any Purchaser, and promptly upon such receipt, the Note Agent shall so notify each Purchaser, the Collateral Agent and the Issuer of such default. Anything contained herein to the contrary notwithstanding, Administrative the Note Agent shall not have any liability arising from confirmations of the amount of outstanding Term Loans Notes or the component amounts thereof. (ii) Each party to this Agreement acknowledges and agrees that Administrative Agent may use an outside service provider for the tracking of all UCC financing statements required to be filed pursuant to the Credit Documents and notification to Administrative Agent, of, among other things, the upcoming lapse or expiration thereof, and that any such service provider will be deemed to be acting at the request and on behalf of Parent Borrower and the other Credit Parties. No Agent shall be liable for any action taken or not taken by any such service provider.

No Responsibility for Certain Matters. (i) No Agent shall be responsible for, to any Lender or have Issuing Bank or any duty to ascertain or inquire into, other Secured Party for (i) the execution, effectiveness, genuineness, validity, enforceability, collectability or sufficiency hereof or of any other Credit Document Document; (ii) the creation, perfection, maintenance, preservation, continuation or for priority of any Lien or security interest created, purported to be created or required under any Credit Document; (iii) the value or the sufficiency of any Collateral; (iv) the satisfaction of any condition set forth in Section 3 or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to such Agent; (v) the failure of any Credit Party, Lender or other Agent to perform its obligations hereunder or under any other Credit Document; or (vi) 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 (including any Borrowing Base Certificate) or any other documents furnished or made by any Agent to the Lenders or Issuing Banks or by or on behalf of any Credit Party to any Agent or any Lender or Issuing Bank in connection with the Credit Documents and the transactions contemplated thereby or for the financial condition or business affairs of any Credit Party or any other Person liable for the payment of any Obligations, nor shall 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 Credit Documents (other than to confirm receipt of the items expressly required to be delivered to such Agent) or as to the use of the proceeds of the Term Loans or as to the existence or possible existence of any Default or Event of Default (nor shall any Agent be deemed to have knowledge of the existence or possible existence of any Default or Event of Default unless and until written notice thereof (stating that it is a “notice of default”) is given to such Agent by the Borrower or any Lender) or to make any disclosures with respect to the foregoing. Anything contained herein to Without limiting the contrary notwithstanding, Administrative Agent shall not have any liability arising from confirmations of the amount of outstanding Term Loans or the component amounts thereof. (ii) Each party to this Agreement acknowledges and agrees that Administrative Agent may use an outside service provider for the tracking of all UCC financing statements required to be filed pursuant to the Credit Documents and notification to Administrative Agent, of, among other things, the upcoming lapse or expiration thereof, and that any such service provider will be deemed to be acting at the request and on behalf of Parent Borrower and the other Credit Parties. No Agent shall be liable for any action taken or not taken by any such service provider.DMFIRM #406105327 v12 220

No Responsibility for Certain Matters. (i) No The Administrative Agent shall not be responsible for, or have to any duty to ascertain or inquire into, Lender for the execution, effectiveness, genuineness, validity, enforceability, collectability collectibility or sufficiency hereof of this Agreement or any other Credit Document Loan, 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 reports, certificates or any other documents in connection herewith or therewith furnished or made by any the Administrative Agent to Lenders any Lender or by or on behalf of any Credit Party the Borrower to any the Administrative Agent or any Lender in connection with the Credit Documents and the transactions contemplated thereby Lender, or for the financial condition or business affairs of any Credit Party or any other Person liable for the payment of any Obligations, nor shall 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 Credit Documents (other than to confirm receipt of the items expressly required to be delivered to such Agent) herein or therein or as to the use of the proceeds of the Term Loans Loans, or as to of the existence or possible existence of any Event of Default or Default or to make any disclosures with respect to the foregoing. Anything contained herein to the contrary notwithstanding, Administrative Agent shall not have any liability arising from confirmations Potential Event of the amount of outstanding Term Loans or the component amounts thereofDefault. (ii) Each party to this Agreement acknowledges and agrees that The Administrative Agent may use an outside service provider shall be deemed not to have knowledge of any default unless and until written notice thereof (stating that it is a “notice of default”) is given to the Administrative Agent by the Borrower or a Lender, and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document, (ii) the tracking contents of all UCC financing statements any certificate, report or other document delivered thereunder or in connection therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Loan Document or the occurrence of any default, (iv) the sufficiency, validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article 3 or elsewhere in any Loan Document, other than to confirm receipt of items (which on their face purport to be such items) expressly required to be filed pursuant delivered to the Credit Documents and notification Administrative Agent or satisfaction of any condition that expressly refers to the matters described therein being acceptable or satisfactory to the Administrative Agent, of, among other things. (iii) Without limiting the foregoing, the upcoming lapse or expiration thereofAdministrative Agent (i) may treat the payee of any promissory note as its holder until such promissory note has been assigned in accordance with Section 9.15, (ii) may rely on the Register to the extent set forth in Section 9.15, (iii) may consult with legal counsel (including counsel to the Borrower), independent public accountants and other experts selected by it, and that any such service provider will be deemed to be acting at the request and on behalf of Parent Borrower and the other Credit Parties. No Agent shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts, (iv) makes no warranty or representation to any Lender and shall not taken be responsible to any Lender for any statements, warranties or representations made by or on behalf of the Borrower in connection with this Agreement or any other Loan Document, (v) in determining compliance with any condition hereunder to the making of a Loan, that by its terms must be fulfilled to the satisfaction of a Lender, may presume that such service providercondition is satisfactory to such Lender unless the Administrative Agent shall have received notice to the contrary from such Lender sufficiently in advance of the making of such Loan and (vi) shall be entitled to rely on, and shall incur no liability under or in respect of this Agreement or any other Loan Document by acting upon, any notice, consent, certificate or other instrument or writing (which writing may be a fax, an electronic message, Internet or intranet website posting or other distribution) and believed by it to be genuine and signed or sent or otherwise authenticated by the proper party or parties.

No Responsibility for Certain Matters. (i) No Agent shall be responsible for, or have to any duty to ascertain or inquire into, Lender for (i) the execution, effectiveness, genuineness, validity, enforceability, collectability or sufficiency hereof or of any other Credit Document Document; (ii) the creation, perfection, maintenance, preservation, continuation or for priority of any Lien or security interest created, purported to be created or required to be created under any Credit Document; (iii) the value or the sufficiency of any Collateral; (iv) the satisfaction of any condition set forth in Section 3 or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to such Agent; (v) the failure of any Credit Party, Lender or any other Agent to perform its obligations hereunder or under any other Credit Document; or (vi) any representations, warranties, recitals or statements made herein or therein in any other Credit Document 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 any Agent to the Lenders or by or on behalf of any Credit Party to any Agent or any Lender in connection with the Credit Documents and the transactions contemplated thereby or for the financial condition or business affairs of any Credit Party or any other Person liable for the payment of any Obligations, nor shall 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 Credit Documents (other than to confirm receipt of the items expressly required to be delivered to such Agent) or as to the use of the proceeds of the Term Loans or as to the existence or possible existence of any Default or Event of Default (nor shall any Agent be deemed to have knowledge of the existence or possible existence of any Default or Event of Default unless and until written notice thereof (stating that it is a “notice of default”) is given to such Agent by the Borrower or any Lender) or to make any disclosures with respect to the foregoing. Anything contained Notwithstanding anything herein to the contrary notwithstandingcontrary, the Administrative Agent shall not have any liability arising from from, or be responsible for any loss, cost or expense suffered by the Borrower or any Lender as a result of, confirmations of the amount of outstanding Term Loans or of the component amounts thereof. (ii) Each party to this Agreement acknowledges and agrees that Administrative Agent may use an outside service provider for the tracking of all UCC financing statements required to be filed pursuant to the Credit Documents and notification to Administrative Agent, of, among other thingsEffective Yield, the upcoming lapse establishment of (or expiration thereof, lack of establishment of) any procedures referred to in Section 2.11(b)(iii) or the determination of the terms and that conditions of any such service provider will be deemed to be acting at the request and on behalf of Parent Borrower and the other Credit Parties. No Agent shall be liable for any action taken or not taken by any such service providerPermitted Intercreditor Agreement.

No Responsibility for Certain Matters. (i) No Agent shall be responsible for, to any Lender or have any duty to ascertain or inquire into, other Secured Party for (i) the execution, effectiveness, genuineness, validity, enforceability, collectability or sufficiency hereof or of any other Credit Document Document; (ii) the creation, perfection, maintenance, preservation, continuation or for priority of any Lien or security interest created, purported to be created or required under any Credit Document; (iii) the value or the sufficiency of any Collateral; (iv) the satisfaction of any condition set forth in Section 3 or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to such Agent; (v) the failure of any Credit Party, Lender or other Agent to perform its obligations hereunder or under any other Credit Document; or (vi) 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 any Agent to the Lenders or by or on behalf of any Credit Party to any Agent or any Lender in connection with the Credit Documents and the transactions contemplated thereby or for the financial condition or business affairs of any Credit Party or any other Person liable for the payment of any Obligations, nor shall 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 Credit Documents (other than to confirm receipt of the items expressly required to be delivered to such Agent) or as to the use of the proceeds of the Term Loans or as to the existence or possible existence of any Default or Event of Default (nor shall any Agent be deemed to have knowledge of the existence or possible existence of any Default or Event of Default unless and until written notice thereof (stating that it is a “notice of default”) is given to such Agent by the Borrower or any Lender) or to make any disclosures with respect to the foregoing. Anything contained Notwithstanding anything herein to the contrary notwithstandingcontrary, the Administrative Agent shall not have any liability arising from from, or be responsible for any loss, cost or expense suffered by the Borrower, any other Subsidiary, any Lender or any other Secured Party as a result of, confirmations of the amount of outstanding Term Loans Loans, the calculation of the Effective Yield with respect to any Indebtedness, any exchange rate determination or currency conversion, the terms and conditions of any Permitted Intercreditor Agreement, any amendment, supplement or other modification thereof, or the component amounts thereofcalculation of the outstanding amount of Specified Hedge Obligations or Specified Cash Management Services Obligations. (ii) Each party to this Agreement acknowledges and agrees that Administrative Agent may use an outside service provider for the tracking of all UCC financing statements required to be filed pursuant to the Credit Documents and notification to Administrative Agent, of, among other things, the upcoming lapse or expiration thereof, and that any such service provider will be deemed to be acting at the request and on behalf of Parent Borrower and the other Credit Parties. No Agent shall be liable for any action taken or not taken by any such service provider.

No Responsibility for Certain Matters. (i) No Agent shall be responsible for, or have to any duty to ascertain or inquire into, Lender for the execution, effectiveness, genuineness, validity, enforceability, collectability or sufficiency hereof or of any other 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 any Agent to the Lenders or by or on behalf of any Credit Party to any Agent or any Lender in connection with the Credit Documents and the transactions contemplated thereby or for the financial condition or business affairs of any Credit Party or any other Person liable for the payment of any Obligations, nor shall 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 Credit Documents (other than to confirm receipt of the items expressly required to be delivered to such Agent) or as to the use of the proceeds of the Term Loans or as to the existence or possible existence of any Default or Event of Default or Default or to make any disclosures with respect to the foregoing. Anything contained herein to the contrary notwithstanding, Administrative Agent shall not have any liability arising from confirmations of the amount of outstanding Term Loans or the component amounts thereof. (ii) Each party to this Agreement Loans. Borrower acknowledges and agrees that Administrative Agent may use an outside service provider it is solely responsible for the tracking contents of the Initial Approved Budget and all UCC financing statements required other information, documentation or materials delivered to be filed pursuant to the Credit Documents and notification to Administrative Agent, of, among other things, the upcoming lapse Wilmington Trust FSB by or expiration thereof, and that any such service provider will be deemed to be acting at the request and on behalf of Parent Borrower and its Subsidiaries in connection therewith (collectively, the other Credit Parties. No Agent shall “Information”) and acknowledges that Wilmington Trust FSB will be liable for any action taken or not taken by any such service providerusing and relying upon the Information without independent verification thereof.