Common use of No Responsibility for Certain Matters Clause in Contracts

No Responsibility for Certain Matters. No Agent shall be responsible to any Lender for the execution, effectiveness, genuineness, validity, enforceability, collectability or sufficiency hereof or any other Loan Document or Transaction Document, the satisfaction of any condition set forth in Article III 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 Loan Party to any Agent or any Lender in connection with the Loan Documents or Transaction Documents and the transactions contemplated thereby or for the financial condition or business affairs of any 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 Loan Documents or Transaction Documents or as to the use of the proceeds of the 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 Loans or the component amounts thereof.

No Responsibility for Certain Matters. No Agent shall be responsible to any Lender for the execution, effectiveness, genuineness, validity, enforceability, collectability or sufficiency hereof or any other Loan Document or Transaction Document, the satisfaction perfection or priority of any condition set forth in Article III or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to either Agent thereunderLien, 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 Loan Party or to any Agent or any Lender in connection with the Loan Documents or Transaction Documents and the transactions contemplated thereby or for the financial condition or business affairs of any 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 Loan Documents or Transaction Documents or as to the use of the proceeds of the 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, the Administrative Agent shall not have any liability arising from confirmations of the amount of outstanding Loans or the component amounts thereof.

No Responsibility for Certain Matters. No Agent shall be responsible to any Lender for the execution, effectiveness, genuineness, validity, enforceability, collectability or sufficiency hereof or any other Loan Document the creation, perfection or Transaction Document, the satisfaction priority of any condition set forth in Article III or elsewhere herein, other than to confirm receipt of items expressly required Lien purported to be delivered to either Agent thereunder, created by the Collateral Documents or the value or the sufficiency of any Collateral or for any representations, warranties, recitals or statements made herein or therein or made in any written or oral statements or in any financial or other statements, instruments, reports or certificates or any other documents furnished or made by any Agent to Lenders or by or on behalf of any Loan Party to any Agent or any Lender in connection with the Loan Documents or Transaction Documents and the transactions contemplated thereby or for the financial condition or business affairs of any 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 Loan Documents or Transaction Documents or as to the use of the proceeds of the 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 Loans or the component amounts thereofLoans.

No Responsibility for Certain Matters. No None of Agent, Syndication Agent or Documentation Agent shall be responsible to any Lender for the execution, effectiveness, genuineness, validity, enforceability, collectability collectibility or sufficiency hereof of this Agreement or any other Loan Document or Transaction Document, the satisfaction of any condition set forth in Article III 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, Syndication Agent or Documentation Agent to Lenders or by or on behalf of any Loan Party Borrower to any Agent, Syndication Agent or Documentation Agent or any Lender in connection with the Loan Documents or Transaction Documents and the transactions contemplated thereby or for the financial condition or business affairs of any Loan Party Borrower or any other Person liable for the payment of any Obligations, nor shall any Agent, Syndication Agent or Documentation Agent be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained in any of the Loan Documents or Transaction Documents or as to the use of the proceeds of the Loans or the use of the Letters of Credit or as to the existence or possible existence of any Event of Default or 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 none of Agent, Syndication Agent or Documentation Agent shall not have any liability arising from confirmations of the amount of outstanding Loans or the Letter of Credit Usage or the component amounts thereof.

No Responsibility for Certain Matters. No Agent shall be responsible to any Lender (or any other Secured Party) for the execution, effectiveness, genuineness, validity, enforceability, collectability or sufficiency hereof or any other Loan Document or Transaction Document, the satisfaction of any condition set forth in Article III 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 the Lenders (or any other Secured Party) or by or on behalf of any Loan Party to any Agent or any Lender (or any other Secured Party) in connection with the Loan Documents or Transaction Documents and the transactions contemplated thereby or for the financial condition or business affairs of any 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 Loan Documents or Transaction Documents or as to the use of the proceeds of the Loans or as to the existence or possible existence of any Default or Event of Default or Default or to make any disclosures with respect to the foregoing. Anything contained herein to the contrary notwithstanding, Administrative Agent the Agents shall not have any liability arising from confirmations of the amount of outstanding Loans or the component amounts thereof.

No Responsibility for Certain Matters. No Agent shall be responsible to any Lender for the execution, effectiveness, genuineness, validity, enforceability, collectability or sufficiency hereof or any other Loan Credit Document or Transaction Documentthe creation, the satisfaction perfection or priority of any condition set forth in Article III or elsewhere herein, other than to confirm receipt of items expressly required Lien purported to be delivered to either Agent thereunder, created by the Credit Documents or the value or sufficiency of any Collateral or for any representations, warranties, recitals or statements made herein or therein or made in any written or oral statements or in any financial or other statements, instruments, reports or certificates or any other documents furnished or made by any Agent to Lenders any Lender or by or on behalf of the Borrower or any Loan Credit Party or any Guarantor to any Agent or any Lender in connection with the Loan Documents or Transaction Credit Documents and the transactions contemplated thereby or for the financial condition or business affairs of any Loan Party the Borrower or any other Person liable for the payment of any Secured 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 Loan Documents or Transaction Credit Documents or as to the use of the proceeds of the 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 Loans or the component amounts thereof.

No Responsibility for Certain Matters. No Agent shall be responsible to any Lender for the execution, effectiveness, genuineness, validity, enforceability, collectability or sufficiency hereof or any other Loan Document or Transaction Document, the satisfaction of any condition set forth in Article III 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 Loan Party to any Agent or any Lender in connection with the Loan Documents or Transaction Documents and the transactions contemplated thereby or for the financial condition or business affairs of any 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 Loan Documents or Transaction Documents or as to the use of the proceeds of the 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 Loans or the component amounts thereof.

No Responsibility for Certain Matters. No Agent, Syndication Agent and Arrangers shall not be responsible to any Lender or any Interest Rate Exchanger for the execution, effectiveness, genuineness, validity, enforceability, collectability collectibility or sufficiency hereof of this Agreement or any other Loan Document or Transaction Document, the satisfaction of any condition set forth in Article III 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, Syndication Agent or Arrangers to Lenders and Interest Rate Exchangers or by or on behalf of any Loan Party to any Agent Agent, Syndication Agent, Arrangers or any Lender or any Interest Rate Exchanger in connection with the Loan Documents or Transaction Documents and the transactions contemplated thereby or for the financial condition or business affairs of any 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 Loan Documents or Transaction Documents or as to the use of the proceeds of the Loans or the use of the Letters of Credit or as to the existence or possible existence of any Event of Default or 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 Loans or the Letter of Credit Usage or the component amounts thereof.

No Responsibility for Certain Matters. No Agent shall not be responsible to any Lender for the execution, effectiveness, genuineness, validity, enforceability, collectability or sufficiency hereof or any other Loan Note Document or Transaction Document, the satisfaction of any condition set forth in Article III 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 Loan Note Party to any Agent or any Lender Holder in connection with the Loan Documents or Transaction Note Documents and the transactions contemplated hereby and thereby or for the financial condition or business affairs of any Loan 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 Loan Documents or Transaction Note Documents or as to the use of the proceeds of the 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 Loans Notes or the component amounts thereof.

No Responsibility for Certain Matters. No Agent shall be responsible to any Lender for the execution, effectiveness, genuineness, validity, enforceability, collectability or sufficiency hereof or any other Loan Credit Document or Transaction Documentthe creation, the satisfaction perfection or priority of any condition set forth in Article III or elsewhere herein, other than to confirm receipt of items expressly required Lien purported to be delivered to either Agent thereunder, created by the Credit Documents or the value or sufficiency of any Collateral or for any representations, warranties, recitals or statements made herein or therein or made in any written or oral statements or in any financial or other statements, instruments, reports or certificates or any other documents furnished or made by any Agent to Lenders any Lender or by or on behalf of any Loan Party the Borrower to any Agent or any Lender in connection with the Loan Documents or Transaction Credit Documents and the transactions contemplated thereby or for the financial condition or business affairs of any Loan Party the Borrower 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 Loan Documents or Transaction Credit Documents or as to the use of the proceeds of the 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 Loans or the component amounts thereof.

No Responsibility for Certain Matters. No The Administrative Agent shall not be responsible to any Lender for the execution, effectiveness, genuineness, validity, enforceability, collectability collectibility or sufficiency hereof of this Agreement or any other Loan Document agreements now or Transaction Document, the satisfaction of any condition set forth hereafter executed in Article III or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to either Agent thereunder, connection herewith 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 anyone or more of the Lenders or by or on behalf of any Loan Party Borrower to any the Administrative Agent or any Lender in connection with the Loan Documents this Agreement or Transaction Documents any of such other agreements and the transactions contemplated hereby or thereby or for the financial condition or business affairs of any Loan Party Borrower or any other Person person liable for the payment of any Obligationsobligations of any Borrower hereunder, 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 this Agreement or in any of the Loan Documents other agreements now or Transaction Documents hereafter executed in connection herewith or as to the use of the proceeds of the Loans any Advance 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 Loans or the component amounts thereofDefault.

No Responsibility for Certain Matters. No The Administrative Agent shall not be responsible to any Lender for the execution, effectiveness, genuineness, validity, enforceability, collectability or sufficiency hereof or any other Loan Document or Transaction Document, the satisfaction of any condition set forth in Article III 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 the Administrative Agent to the Lenders or by or on behalf of any Loan Party or to any Agent or any Lender in connection with the Loan Documents or Transaction Documents and the transactions contemplated thereby or for the financial condition or business affairs of any 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 Loan Documents or Transaction Documents or as to the use of the proceeds of the 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 Loans or the component amounts thereof.

No Responsibility for Certain Matters. No Agent shall be responsible to any Lender or any Issuing Bank for the execution, effectiveness, genuineness, legality, validity, enforceability, collectability or sufficiency hereof of, or the attachment, perfection or priority of any lien created or purported to be created under or in connection with this Agreement, or any other Loan Credit Document or Transaction Document, the satisfaction of any condition set forth in Article III 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 the Lenders or the Issuing Banks or by or on behalf of any Loan Party to any Agent or any Lender Credit Party, in connection with the Loan Documents or Transaction Credit Documents and the transactions contemplated thereby or for the financial condition or business affairs of any Loan 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 Loan Documents or Transaction Credit Documents or as to the use of the proceeds of the Loans or as to the financial condition of any Credit Party 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, the Administrative Agent shall not have any liability arising from confirmations of the amount of outstanding Loans Loans, Reimbursement Obligations or the Letter of Credit Usage or the component amounts thereof.

No Responsibility for Certain Matters. No Agent shall be responsible to any Lender or any Issuing Bank for the execution, effectiveness, genuineness, legality, validity, enforceability, collectability or sufficiency hereof of, or the attachment, perfection or priority of any lien created or purported to be created under or in connection with this Agreement, or any other Loan Credit Document or Transaction Document, the satisfaction of any condition set forth in Article III 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 the Lenders or the Issuing Banks or by or on behalf of any Loan Party to any Agent or any Lender Credit Party, 109 in connection with the Loan Documents or Transaction Credit Documents and the transactions contemplated thereby or for the financial condition or business affairs of any Loan 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 Loan Documents or Transaction Credit Documents or as to the use of the proceeds of the Loans or as to the financial condition of any Credit Party 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, the Administrative Agent shall not have any liability arising from confirmations of the amount of outstanding Loans Loans, Reimbursement Obligations or the Letter of Credit Usage or the component amounts thereof.

No Responsibility for Certain Matters. No Agent shall be responsible to any Lender for the execution, effectiveness, genuineness, validity, enforceability, collectability or sufficiency hereof of this Agreement or any other Loan Document document, instrument or Transaction Document, agreement executed for the satisfaction benefit of any condition set forth the Agent or a Lender in Article III or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to either Agent thereunder, connection with this Agreement 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 Loan Party the Borrower to any Agent or any Lender in connection with this Agreement or any other document, instrument or agreement executed for the Loan Documents benefit of any Agent or Transaction Documents a Lender in connection with this Agreement and the transactions contemplated thereby or for the financial condition or business affairs of any Loan Party the Borrower 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 this Agreement or any other document, instrument or agreement executed for the benefit of the Loan Documents any Agent or Transaction Documents a Lender in connection with this Agreement or as to the use of the proceeds of the Loans Advances or as to the existence or possible existence of any Event of Default or Default or to make any disclosures with respect to the foregoing. Anything contained herein to the contrary notwithstanding, Administrative no Agent shall not have any liability arising from confirmations of the amount of outstanding Loans Advances or the component amounts thereof.

No Responsibility for Certain Matters. No Agent shall be responsible to any Lender for the execution, effectiveness, genuineness, validity, enforceability, collectability or sufficiency hereof of this Agreement or any other Loan Document or Transaction Document, the satisfaction of any condition set forth other document or instrument furnished in Article III connection herewith or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to either Agent thereundertherewith, 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 Loan Party the Borrower to any Agent or any Lender in connection with the Loan Documents or Transaction Documents and the transactions contemplated thereby or for the financial condition or business affairs of any Loan Party the Borrower or any other Person liable for the payment of any ObligationsObligations or any Subsidiary or Affiliate of the Borrower or any such Person, 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 Loan Documents or Transaction Documents or as to the use of the proceeds of the Loans 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. Anything contained herein in this Agreement to the contrary notwithstanding, the Administrative Agent shall not have any liability arising from confirmations of the amount of outstanding Loans or the component amounts thereof.

No Responsibility for Certain Matters. No Agent shall be responsible to any Lender or any Issuing Bank for the execution, effectiveness, genuineness, legality, validity, enforceability, collectability or sufficiency hereof of, or the attachment, perfection or priority of any lien created or purported to be created under or in connection with this Agreement, or any other Loan Credit Document or Transaction Document, the satisfaction of any condition set forth in Article III 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 the Lenders or the Issuing Banks or by or on behalf of any Loan Party to any Agent or any Lender Credit Party, in connection with the Loan Documents or Transaction Credit Documents and the transactions contemplated thereby or for the financial condition or business affairs of any Loan 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 Loan Documents or Transaction Credit Documents or as to the use of the proceeds of the Loans or as to the financial condition of any Credit Party 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, each of the US Administrative Agent and the European Administrative Agent shall not have any liability arising from confirmations of the amount of outstanding Loans Loans, Reimbursement Obligations or the Letter of Credit Usage or the component amounts thereof.

No Responsibility for Certain Matters. No Agent shall be responsible to any Lender for the execution, effectiveness, genuineness, validity, enforceability, collectability or sufficiency hereof of this Agreement or any other Loan Document or Transaction Document, the satisfaction of any condition set forth other document or instrument furnished in Article III connection herewith or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to either Agent thereundertherewith, 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 Loan Party the Borrower to any Agent or any Lender in connection with the Loan Documents or Transaction Documents and the transactions contemplated thereby or for the financial condition or business affairs of any Loan Party the Borrower or any other Person liable for the payment of any ObligationsObligations or any Subsidiary or Affiliate of the Borrower or any such Person, 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 Loan Documents or Transaction Documents or as to the use of the proceeds of the Loans 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. Anything contained herein in this Agreement to the contrary notwithstanding, the Administrative Agent shall not have any liability arising $1,100,000,000 CREDIT AGREEMENT from confirmations of the amount of outstanding Loans or the component amounts thereof.

No Responsibility for Certain Matters. No Agent shall be responsible to any Lender for the execution, effectiveness, genuineness, validity, enforceability, collectability or sufficiency hereof of this Agreement or any other Loan Document or Transaction Document, the satisfaction of any condition set forth other document or instrument furnished in Article III connection herewith or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to either Agent thereundertherewith, 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 Loan Party the Borrower to any Agent or any Lender in connection with the Loan Documents or Transaction Documents and the transactions contemplated thereby or for the financial condition or business affairs of any Loan Party the Borrower or any other Person liable for the payment of any ObligationsObligations or any Subsidiary or Affiliate of the Borrower or any such Person, 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 Loan Documents or Transaction Documents or as to the use of the proceeds of the Loans or Letters of Credit 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. Anything contained herein in this Agreement to the contrary notwithstanding, the Administrative Agent shall not have any liability arising from confirmations of the amount of outstanding Loans or the component amounts thereof.

No Responsibility for Certain Matters. No Administrative Agent shall be responsible to any Lender for the execution, effectiveness, genuineness, validity, enforceability, collectability collectibility or sufficiency hereof of this Agreement or any other Priority Secured Loan Document or Transaction Document, the satisfaction of any condition set forth in Article III 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 either Administrative Agent to Lenders or by or on behalf of any Loan Party Borrower to any either Administrative Agent or any Lender in connection with the Priority Secured Loan Documents or Transaction Documents and the transactions contemplated thereby or for the financial condition or business affairs of any Loan Party Borrower or any other Person liable for the payment of any Obligations, nor shall any either 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 Priority Secured Loan Documents or Transaction Documents or as to the use of the proceeds of the Loans or the use of the Letters of Credit or as to the existence or possible existence of any Event of Default or Default or to make any disclosures with respect to the foregoingPotential Event of Default. Anything contained herein in this Agreement to the contrary notwithstanding, no Administrative Agent shall not have any liability arising from confirmations of the amount of outstanding Loans or the Letter of Credit Usage or the component amounts thereof.

No Responsibility for Certain Matters. No Agent shall be responsible to any Lender for the execution, effectiveness, genuineness, legality, validity, enforceability, collectability or sufficiency hereof of, or the attachment, perfection or priority of any lien created or purported to be created under or in connection with this Agreement, or any other Loan Credit Document or Transaction Document, the satisfaction of any condition set forth in Article III 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 the Lenders or by or on behalf of any Loan Party to any Agent or any Lender Credit Party, in connection with the Loan Documents or Transaction Credit Documents and the transactions contemplated thereby or for the financial condition or business affairs of any Loan 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 Loan Documents or Transaction Credit Documents or as to the use of the proceeds of the Loans or as to the financial condition of any Credit Party 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, the Administrative Agent shall not have any liability arising from confirmations of the amount of outstanding Loans or the component amounts thereof.

No Responsibility for Certain Matters. No Agent shall be responsible to any Lender for the execution, effectiveness, genuineness, validity, enforceability, collectability or sufficiency hereof or any other Loan Credit Document or Transaction Documentthe creation, the satisfaction perfection or priority of any condition set forth in Article III or elsewhere herein, other than to confirm receipt of items expressly required Lien purported to be delivered to either Agent thereunder, created by the Credit Documents or the value or sufficiency of any Collateral or for any representations, warranties, recitals or statements made herein or therein or made in any written or oral statements or in any financial or other statements, instruments, reports or certificates or any other documents furnished or made by any Agent to Lenders any Lender or by or on behalf of theany Borrower or any Loan Credit Party or any Guarantor to any Agent or any Lender in connection with the Loan Documents or Transaction Credit Documents and the transactions contemplated thereby or for the financial condition or business affairs of any Loan Party theany Borrower or any other Person liable for the payment of any Secured 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 Loan Documents or Transaction Credit Documents or as to the use of the proceeds of the 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 Loans or the component amounts thereof.

No Responsibility for Certain Matters. No The Administrative Agent shall not be responsible to any Lender for the execution, effectiveness, genuineness, validity, enforceability, collectability or sufficiency hereof or any other Loan Document or Transaction Document, the satisfaction of any condition set forth in Article III or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to either Agent thereunder, or for any 115 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 Loan Party or to any Agent or any Lender in connection with the Loan Documents or Transaction Documents and the transactions contemplated thereby or for the financial condition or business affairs of any 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 Loan Documents or Transaction Documents or as to the use of the proceeds of the 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 Loans or the component amounts thereof.

No Responsibility for Certain Matters. No Agent shall be responsible to any Lender Purchaser for the execution, effectiveness, genuineness, validity, enforceability, collectability or sufficiency hereof or any other Loan Document or Transaction Note Document, the satisfaction of any condition set forth in Article III 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 Purchasers or by or on behalf of any Loan Note Party to any Agent or any Lender Purchaser in connection with the Loan Documents or Transaction Note Documents and the transactions contemplated thereby or for the financial condition or business affairs of any Loan 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 Loan Documents or Transaction Note Documents or as to the use of the proceeds of the Loans issuance and sale by Issuer of the 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. Anything contained herein to the contrary notwithstanding, Administrative Agent shall not have any liability arising from confirmations of the amount of outstanding Loans obligations under any Note or the component amounts thereof.

No Responsibility for Certain Matters. No Agent shall be responsible to any Lender for the execution, effectiveness, genuineness, validity, enforceability, collectability or sufficiency hereof of this Agreement or any other Loan Document or Transaction Document, the satisfaction of any condition set forth other document or instrument furnished in Article III connection herewith or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to either Agent thereundertherewith, 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 Loan Party the Borrower to any Agent or any Lender in $500,000,000 THREE YEAR CREDIT AGREEMENT connection with the Loan Documents or Transaction Documents and the transactions contemplated thereby or for the financial condition or business affairs of any Loan Party the Borrower or any other Person liable for the payment of any ObligationsObligations or any Subsidiary or Affiliate of the Borrower or any such Person, 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 Loan Documents or Transaction Documents or as to the use of the proceeds of the Loans 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. Anything contained herein in this Agreement to the contrary notwithstanding, the Administrative Agent shall not have any liability arising from confirmations of the amount of outstanding Loans or the component amounts thereof.

No Responsibility for Certain Matters. No Agent shall be responsible to any Lender for the execution, effectiveness, genuineness, validity, enforceability, collectability collectability, or sufficiency hereof or any other Loan Document or Transaction Document, the satisfaction creation, perfection, or priority of any condition set forth in Article III or elsewhere herein, other than to confirm receipt of items expressly required Lien purported to be delivered to either Agent thereundercreated by the Loan Documents, the value or sufficiency of any Collateral, or for any representations, warranties, recitals recitals, covenants or statements made herein or therein or made in any written or oral statements or in any financial or other statements, instruments, reports reports, or certificates or any other documents furnished or made by any Agent to Lenders or by or on behalf of any Loan Party to any Agent or any Lender in connection with the Loan Documents or Transaction Documents and the transactions contemplated thereby or for the financial condition or business affairs of any 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 covenants, or agreements contained in any of the Loan Documents or Transaction Documents or as to the use of the proceeds of the 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 Loans or the component amounts thereofLoans.

No Responsibility for Certain Matters. No Agent shall be responsible to any Lender for the execution, effectiveness, genuineness, validity, enforceability, collectability or sufficiency hereof or any other Loan Credit Document or Transaction Document, the satisfaction of any condition set forth in Article III or elsewhere herein, (other than solely to confirm receipt of items expressly required to be delivered to either such Agent thereunder, 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 Loan Credit Party to any Agent or any Lender in connection with the Loan Documents or Transaction Credit Documents and the transactions contemplated thereby or for the financial condition or business affairs of any Loan 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 Loan Documents or Transaction Credit Documents or as to the use of the proceeds of the 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 Agents shall not have any liability arising from confirmations of the amount of outstanding Loans or the Letter of Credit Usage or the component amounts thereof.

No Responsibility for Certain Matters. No Neither the Arranger, the Documentation Agent nor the Administrative Agent shall be responsible to any Lender for the execution, effectiveness, genuineness, validity, enforceability, collectability collectibility or sufficiency hereof of this Agreement or any other Loan Document or Transaction Document, the satisfaction of any condition set forth in Article III 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 the Arranger, the Documentation Agent or the Administrative Agent to Lenders or by or on behalf of any Loan Party the Company to any the Arranger, the Documentation Agent or the Administrative Agent or any Lender in connection with the Loan Documents or Transaction Documents and the transactions contemplated thereby or for the financial condition or business affairs of any Loan Party the Company or any other Person liable for the payment of any Obligations, nor shall any the Arranger, the Documentation Agent or the Administrative Agent be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained in any of the Loan Documents or Transaction Documents or as to the use of the proceeds of the 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 foregoingUnmatured Default. Anything contained herein in this Agreement to the contrary notwithstanding, the Administrative Agent shall not have any liability arising from confirmations of the amount of outstanding Loans or the component amounts thereof.

No Responsibility for Certain Matters. No Administrative Agent shall not be responsible to any Lender for the execution, effectiveness, genuineness, validity, enforceability, collectability collectibility or sufficiency hereof of this Agreement, the Seller Subordination Agreement or any other Loan Credit Document or Transaction Document, the satisfaction of any condition set forth in Article III 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 Administrative Agent to Lenders or by or on behalf of any Loan Credit Party or any of its Subsidiaries to any Administrative Agent or any Lender in connection with the Loan Documents or Transaction Credit Documents and the transactions contemplated thereby or for the financial condition or business affairs of any Loan Credit Party or any of its Subsidiaries 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 the Seller Subordination Agreement and any of the Loan Documents or Transaction other Credit Documents or as to the use of the proceeds of the Loans or the use of the Letters of Credit or as to the existence or possible existence of any Event of Default or 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 Loans or Letter of Credit Usage or the component amounts thereof.

No Responsibility for Certain Matters. No Agent shall be responsible to any Lender (or any other Secured Party) for the execution, effectiveness, genuineness, validity, enforceability, collectability or sufficiency hereof or any other Loan Document or Transaction Document, the satisfaction of any condition set forth in Article III 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 the Lenders (or any other Secured Party) or by or on behalf of any Loan Party to any Agent or any Lender (or any other Secured Party) in connection with the Loan Documents or Transaction Documents and the transactions contemplated thereby or for the financial condition or business affairs of any 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 Loan Documents or Transaction Documents or as to the use of the proceeds of the Loans or as to the existence or possible existence of any Default or Event of Default or Default or to make any disclosures with respect to the foregoing. Anything contained herein to the contrary notwithstanding, Administrative Agent the Agents shall not have any liability arising from confirmations of the amount of outstanding Loans or the component amounts thereof.. (b)

No Responsibility for Certain Matters. No Agent shall be responsible to any Lender for the execution, effectiveness, genuineness, validity, enforceability, collectability or sufficiency hereof or any other Loan Document or Transaction Document, or for the satisfaction creation, perfection or priority of any condition set forth in Article III or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to either Agent thereunderLien, 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 Loan Party or to any Agent or any Lender in connection with the Loan Documents or Transaction Documents and the transactions contemplated thereby or for the financial condition or business affairs of any 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 Loan Documents or Transaction Documents or as to the use of the proceeds of the 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 Loans or the Letter of Credit Usage or the component amounts thereof.. 183

No Responsibility for Certain Matters. No Administrative Agent shall not be responsible to any Lender for the execution, effectiveness, genuineness, validity, enforceability, collectability collectibility or sufficiency hereof of this Agreement or any other Loan Credit Document or Transaction Document, the satisfaction of any condition set forth in Article III 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 Administrative Agent to Lenders or by or on behalf of any Loan Credit Party or any of its Subsidiaries to any Administrative Agent or any Lender in connection with the Loan Documents or Transaction Credit Documents and the transactions contemplated thereby or for the financial condition or business affairs of any Loan Credit Party or any of its Subsidiaries 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 Loan Documents or Transaction Credit Documents or as to the use of the proceeds of the Loans or the use of the Letters of Credit or as to the existence or possible existence of any Event of Default or 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 Loans or Letter of Credit Usage or the component amounts thereof.