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 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 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 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 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, 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 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 Agent or 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 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 foregoingforegoing except as expressly set forth in the Credit Documents. 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, except to 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 extent it would be filed liable therefor 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 Partiessection 9.3(b). 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 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 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 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 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 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 or sufficiency hereof or any other Credit Document 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 the Administrative 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 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 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 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 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 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, 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, 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 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 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 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. (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 Agent, Syndication Agent and Arrangers shall not be responsible for, to any Lender or have any duty to ascertain or inquire into, Interest Rate Exchanger 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 Agent, Syndication Agent or Arrangers to Lenders and Interest Rate Exchangers or by or on behalf of any Credit Loan Party to any Agent Agent, Syndication Agent, Arrangers or any Lender or any Interest Rate Exchanger 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 or Arrangers 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 foregoingPotential Event of Default. 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 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, (vii) the existence or possible existence of any Lender in connection with the Credit Documents and the transactions contemplated thereby Default or for 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. 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 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 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, 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, 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 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, 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 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 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 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 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 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, 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 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 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 The 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 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 Note Party to any the Agent or any Lender Holder in connection with the Credit Note Documents and the transactions Transactions contemplated hereby and 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 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 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. The Agent 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 the Agent. The Agent will not be required to take any action that is contrary to applicable law or any provision of this Agreement or any other Note Document. Anything contained herein to the contrary notwithstanding, Administrative the Agent shall not have any no 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 . Without limiting the tracking of all UCC financing statements required to be filed pursuant to foregoing 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 entitled to rely conclusively on any information, documentation, or certificates provided to it by the Issuer, any Note Party, or any Holder for any action taken purposes of compliance with ‘know your customer,’ anti-money laundering, or not taken by similar legal requirements, and shall have no duty to investigate of verify the accuracy or sufficiency of any such service providerinformation, documentation, or certificates.

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 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 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 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, 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 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 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. (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 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 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 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 Note Party to any Agent or any Lender Holder in connection with the Credit Note Documents and the transactions contemplated hereby and 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 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. Agent 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 such 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 Document. Anything contained herein to the contrary notwithstanding, Administrative Agent shall not have any no 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 collectibility 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, 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, 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 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 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).