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 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 Lender in connection with the Loan 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 as to the use of the proceeds of the Loans or as to the existence or possible existence of any Event of Default or Unmatured Event of Default or as to the satisfaction of any condition set forth in Section 12 or elsewhere herein (other than to confirm receipt of items expressly required to be delivered to such Agent) or to inspect the properties, books or records of the Company or any of its Subsidiaries or to make any disclosures with respect to the foregoing. Anything contained 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.

No Responsibility for Certain Matters. No The Administrative Agent shall not be responsible to any Lender or the L/C Issuer for the execution, effectiveness, genuineness, validity, enforceability, collectability collectibility or sufficiency hereof or of any other Loan Document, 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 the Lenders or by or on behalf of any Loan Credit Party or to any Agent Other Agent, any Lender or Lender the L/C Issuer in connection with the Loan 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 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 Loan 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 Unmatured Event of Default or as to the satisfaction of any condition set forth in Section 12 3 or elsewhere herein (other than to confirm receipt of items expressly required to be delivered to such the Administrative Agent) or to inspect the properties, books or records of the Company 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, the Administrative Agent shall not have any liability arising from confirmations of the amount of outstanding Loans or the Letter Letters of Credit Usage or the component amounts thereofCredit.

No Responsibility for Certain Matters. 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 to any Lender for the execution, effectiveness, genuineness, validity, enforceability, collectability or sufficiency hereof or any other Loan Document, Credit Document or for any representations, warranties, recitals or statements made herein or therein or made in any written or oral statements or in any financial or other statements, instruments, reports or certificates or any other documents furnished or made by any Agent to the Lenders or by or on behalf of any Loan Credit Party or to any Agent or any Lender in connection with the Loan Credit Documents and the transactions contemplated thereby or for the financial condition or business affairs of 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 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 Unmatured Event of Default or Default. Except as to the satisfaction of any condition expressly set forth in Section 12 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 elsewhere herein (other than to confirm receipt of items expressly required to be delivered to obtained by such Agent) or to inspect the properties, books or records of the Company Agent or any of its Subsidiaries or to make Affiliates in any disclosures with respect to the foregoingcapacity. 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.

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 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 Loan Party or to any Agent or Lender in connection with the Loan 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 as to the use of the proceeds of the Loans or as to the existence or possible existence of any Event of Default or Unmatured Event Default or as to the value or sufficiency of Default any Collateral or as to the satisfaction of any condition set forth in Section 12 Article III or elsewhere herein (other than to confirm receipt of items expressly required to be delivered to such Agent) or to inspect the properties, books or records of the Company 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 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 (i) the execution, effectiveness, genuineness, validity, enforceability, collectability or sufficiency hereof or of any other Loan Credit 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 Loan Credit Party or to any Agent or any Lender in connection with the Loan Credit Documents and the transactions contemplated thereby or for the financial condition or business affairs of 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 Credit Documents or as to the use of the proceeds of the Loans or as to the existence or possible existence of any Default or Event of Default (nor shall any Agent be deemed to have knowledge of the existence or Unmatured possible existence of any Default or Event of Default or as to the satisfaction unless and until written notice thereof (stating that it is a “notice of any condition set forth in Section 12 or elsewhere herein (other than to confirm receipt of items expressly required to be delivered default”) is given to such Agent) or to inspect Agent by Parent, the properties, books or records of the Company Borrower or any of its Subsidiaries 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 Loans or of the Letter of Credit Usage or the component amounts thereofWeighted Average Yield.

No Responsibility for Certain Matters. No Agent shall be responsible to any Lender for (i) the execution, effectiveness, genuineness, validity, enforceability, collectability or sufficiency hereof or of any other Loan Credit 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 for 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 Loan Credit Party or to any Agent or any Lender in connection with the Loan Credit Documents and the transactions contemplated thereby or for the financial condition or business affairs of 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 Credit Documents or as to the use of the proceeds of the Loans or as to the existence or possible existence of any Default or Event of Default (nor shall any Agent be deemed to have knowledge of the existence or Unmatured possible existence of any Default or Event of Default or as to the satisfaction unless and until written notice thereof (stating that it is a “notice of any condition set forth in Section 12 or elsewhere herein (other than to confirm receipt of items expressly required to be delivered default”) is given to such Agent) or to inspect Agent by the properties, books or records of the Company Borrower or any of its Subsidiaries 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 Loans Loans, any exchange rate determination or currency conversion, in each case except to the Letter extent caused by such Agent’s gross negligence or willful misconduct, as determined by a final, non-appealable judgment of Credit Usage or the component amounts thereofa court of competent jurisdiction.

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, Credit Document or for any representations, warranties, recitals or statements made herein or therein or made in any written or oral statements or in any financial or other statements, instruments, reports or certificates or any other documents furnished or made by any Agent to the Lenders or by or on behalf of any Loan Credit Party or to any Agent or any Lender in connection with the Loan Credit Documents and the transactions contemplated thereby or for the financial condition or business affairs of 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 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 Unmatured Event Default or as to the value or sufficiency of Default any Collateral or as to the satisfaction of any condition set forth in Section 12 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 the Company Holdings or any of its Subsidiaries or to make any disclosures with respect to the foregoing. Anything contained herein to the contrary notwithstanding, the Administrative Agent shall not have any liability arising from confirmations of the amount of outstanding 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, validity, enforceability, collectability or sufficiency hereof or any other Loan Document, or for the creation, perfection or priority of 179 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 Loan Party or to any Agent or Lender in connection with the Loan 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 as to the use of the proceeds of the Loans or as to the existence or possible existence of any Event of Default or Unmatured Event Default or as to the value or sufficiency of Default any Collateral or as to the satisfaction of any condition set forth in Section 12 Article III or elsewhere herein (other than to confirm receipt of items expressly required to be delivered to such Agent) or to inspect the properties, books or records of the Company or any of its Subsidiaries 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.

No Responsibility for Certain Matters. No Agent shall be responsible to any Lender or Issuing Bank for (i) the execution, effectiveness, genuineness, validity, enforceability, collectability or sufficiency hereof or of any other Loan Credit 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 Loan Credit Party or to any Agent or any Lender or Issuing Bank in connection with the Loan 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 Credit Documents or as to the use of the proceeds of the Loans or as to the existence or possible existence of any Default or Event of Default (nor shall any Agent be deemed to have knowledge of the existence or Unmatured possible existence of any Default or Event of Default or as to the satisfaction unless and until written notice thereof (stating that it is a “notice of any condition set forth in Section 12 or elsewhere herein (other than to confirm receipt of items expressly required to be delivered default”) is given to such Agent) or to inspect Agent by the properties, books or records of the Company Borrower or any of its Subsidiaries Lender) or to make any disclosures with respect to the foregoing. Anything contained Notwithstanding anything herein to the contrary notwithstandingcontrary, the Administrative Agent shall not have any liability arising from from, or be responsible for any loss, cost or expense suffered by the Borrower, any Lender, any Issuing Bank or any other Secured Party as a result of, (A) confirmations of the amount of outstanding Loans or Loans, the Letter of Credit Usage or the component amounts thereof or the Borrowing Base or the component amounts thereof, (B) calculation of Quarterly Average Excess Availability, Quarterly Average Facility Utilization or Specified Payment Excess Availability Percentage, (C) the terms and conditions of the ABL Intercreditor Agreement or any amendment, supplement or other modification thereof, (D) qualification of (or lapse of qualification of) any Account or Inventory under the eligibility criteria set forth herein, (E) determination of whether the Specified Payment Conditions or the Specified Payment RP Conditions have been satisfied or (F) the calculations of the outstanding amount of any Designated Cash Management Services Obligations, Designated Pari Cash Management Services Obligations, Designated Hedge Obligations and Designated Pari Hedge Obligations and, in the case of any Designated Pari Cash Management Services Obligations or Designated Pari Hedge Obligations, whether the amount thereof is greater or less than the amount of any related Designated Pari Cash Management Services Reserve or Designated Pari Hedge Reserve (it being further agreed that, in determining the amount of any Designated Pari Cash Management Services Reserve, any Designated Pari Hedge Reserve or any other Reserve, the Administrative Agent shall be entitled to rely, and shall be fully protected in relying, on the calculation of Designated Cash Management Services Obligations, Designated Pari Cash Management Services Obligations, Designated Hedge Obligations and Designated Pari Hedge Obligations as set forth in any Borrowing Base Certificate or as otherwise provided to the Administrative Agent by or on behalf of the Borrower or any other Credit Party).

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, Credit Document or for any representations, warranties, recitals or statements made herein or therein or made in any written or oral statements or in any financial or other statements, instruments, reports or certificates or any other documents furnished or made by any Agent to the Lenders or by or on behalf of any Loan Credit Party or to any Agent or any Lender in connection with the Loan Credit Documents and the transactions contemplated thereby or for the financial condition or business affairs of 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 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 Unmatured Event of Default or as to the satisfaction of any condition set forth in Section 12 or elsewhere herein (other than to confirm receipt of items expressly required to be delivered to such Agent) or to inspect the properties, books or records of the Company or any of its Subsidiaries or to make any disclosures with respect to the foregoing. Anything contained 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. Borrower acknowledges that prior to the Second Amendment Effective Date, it assisted Xxxxxxx Xxxxx, 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) all information relating to the transactions contemplated hereunder prepared by or on behalf of Holdings and its Subsidiaries deemed reasonably necessary by Xxxxxxx Sachs to complete the syndication of the Loans. Borrower acknowledges that it is solely responsible for the contents of any such Confidential Information Memorandum and all other information, documentation or materials delivered to Xxxxxxx Xxxxx by or on behalf of Holdings and its Subsidiaries in connection therewith (collectively, the “Information”) and acknowledges that Xxxxxxx Sachs will be using and relying upon the Information without independent verification thereof.

No Responsibility for Certain Matters. No Agent shall not be responsible to any Lender (i) for the execution, effectiveness, genuineness, validity, enforceability, collectability or sufficiency hereof or hereof, (ii) for any other Loan Document, Credit Document or for any representations, warranties, recitals or statements made herein or therein or made in any written or oral statements or in any financial or other statements, instruments, reports or certificates or any other documents furnished or made by any Agent to the Lenders or by or on behalf of any Loan Credit Party or to any Agent or any Lender in connection with the Loan Credit Documents and the transactions contemplated thereby thereby, (iii) for the validity, enforceability, effectiveness or genuineness of this Agreement or any other Credit Document or any other agreement, instrument, document or the creation, perfection or priority of any Lien purported to be created by the Credit Documents, (iv) for the value or sufficiency of any Collateral, or (v) or for the financial condition or business affairs of any Loan Credit Party or any other Person liable for the payment of any Obligations, nor . Agent shall any Agent not be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained in any of the Loan 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 Unmatured Event of Default or as to the satisfaction of any condition set forth in Section 12 or elsewhere herein (other than to confirm receipt of items expressly required to be delivered to such Agent) or to inspect the properties, books or records of the Company or any of its Subsidiaries or to make any disclosures with respect to the foregoing. Neither Agent nor any of its officers, partners, directors, employees or agents shall have any responsibility to any Credit Party on account of the failure or delay in performance or breach by any Lender or by any Credit Party of any of their obligations under this Agreement or under any other Credit Document or in connection herewith or therewith. Anything contained herein to the contrary notwithstanding, 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.

No Responsibility for Certain Matters. No 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, 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 the Lenders or by or on behalf of any Loan Party Credit Party, or to any Agent or Lender in connection with the Loan 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 Administrative Agent be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained in any of the Loan Credit Documents or as to the use of the proceeds of the Loans or as to the existence or possible existence of any Event of Default or Unmatured Event of Default or as to the satisfaction of any condition set forth in Section 12 or elsewhere herein (other than to confirm receipt of items expressly required to be delivered to such Agent) or to inspect the properties, books or records of the Company or any of its Subsidiaries or to make any disclosures with respect to the foregoing. Anything contained herein to the contrary notwithstanding, the Administrative Agent shall not have any liability arising from confirmations of the amount of outstanding Loans Loans. Notwithstanding the foregoing, the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Credit 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 Letter of Initial Lender Representative) as shall be expressly provided for herein or in the other Credit Usage Documents); provided that the Administrative Agent shall not be required to take any action that, in its opinion or the component amounts thereofopinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Credit Document or applicable law.

No Responsibility for Certain Matters. No Agent shall be responsible to any Lender or Issuing Bank or any other Secured Party for (i) the execution, effectiveness, genuineness, validity, enforceability, collectability or sufficiency hereof or of any other Loan Credit 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 Loan Credit Party or to any Agent Agent, any Lender or Lender any Issuing Bank in connection with the Loan 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 Credit Documents or as to the use of the proceeds of the Loans or as to the existence or 160 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 Unmatured possible existence of any Default or Event of Default or as to the satisfaction unless and until written notice thereof (stating that it is a “notice of any condition set forth in Section 12 or elsewhere herein (other than to confirm receipt of items expressly required to be delivered default”) is given to such Agent) or to inspect Agent by the properties, books or records of the Company Borrower or any of its Subsidiaries 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 Loans or Loans, the Letter of Credit Usage or the component amounts thereof or the Borrowing Base or the component amounts thereof, (B) 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 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 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 shall be entitled to rely, and shall be fully protected in relying, on the calculation of 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 Administrative Agent by or on behalf of the Borrower or any other Credit Party), in each case, except for losses, costs and expenses resulting from the gross negligence or willful misconduct of the Administrative Agent or its Related Parties (as determined by a final, non-appealable judgment of a court of competent jurisdiction).

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, Credit Document or for any representations, warranties, recitals or statements made herein or therein or made in any written or oral statements or in any financial or other statements, instruments, reports or certificates or any other documents furnished or made by any Agent to the Lenders or by or on behalf of any Loan Credit Party or to any Agent or any Lender in connection with the Loan Credit Documents and the transactions contemplated thereby or for the financial condition or business affairs of 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 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 Unmatured Event of Default or as to the satisfaction of any condition set forth in Section 12 or elsewhere herein (other than to confirm receipt of items expressly required to be delivered to such Agent) or to inspect the properties, books or records of the Company or any of its Subsidiaries or to make any disclosures with respect to the foregoing. Anything contained 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. Borrower acknowledges that prior to the Closing Date, it assisted Xxxxxxx Xxxxx, 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) all information relating to the transactions contemplated hereunder prepared by or on behalf of Holdings and its Subsidiaries deemed reasonably necessary by Xxxxxxx Sachs to complete the syndication of the Facilities. Borrower acknowledges that it is solely responsible for the contents of any such Confidential Information Memorandum and all other information, documentation or materials delivered to Xxxxxxx Xxxxx by or on behalf of Holdings and its Subsidiaries in connection therewith (collectively, the “Information”) and acknowledges that Xxxxxxx Sachs will be using and relying upon the Information without independent verification thereof.

No Responsibility for Certain Matters. No Agent shall be responsible to any Lender or Issuing Bank for (i) the execution, effectiveness, genuineness, validity, enforceability, collectability or sufficiency hereof or of any other Loan Credit 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 Loan Credit Party or to any Agent Agent, any Lender or Lender any Issuing Bank in connection with the Loan 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 Credit Documents or as to the use of the proceeds of the Loans or as to the existence or possible existence of any Default or Event of Default (nor shall any Agent be deemed to have knowledge of the existence or Unmatured possible existence of any Default or Event of Default or as to the satisfaction unless and until written notice thereof (stating that it is a “notice of any condition set forth in Section 12 or elsewhere herein (other than to confirm receipt of items expressly required to be delivered default”) is given to such Agent) or to inspect Agent by the properties, books or records of the Company Borrower or any of its Subsidiaries 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 Loans or Loans, the Letter of Credit Usage or the component amounts thereof, the calculation of the Yield Maintenance Amount or the Weighted Average Yield with respect to 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 or any Permitted Subordinated Indebtedness Document or of any subordination terms applicable to any Permitted Subordinated Indebtedness or the calculation of the outstanding amount of Specified Hedge Obligations or Specified Cash Management Services Obligations, in each case except to the extent caused by such Agent’s gross negligence or willful misconduct, as determined by a final, non-appealable judgment of a court of competent jurisdiction.

No Responsibility for Certain Matters. No Agent shall be responsible to any Lender or Issuing Bank for the execution, effectiveness, genuineness, validity, enforceability, collectability or sufficiency hereof or of any other Loan Document, 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 Loan Borrower or other Credit Party or to any Agent or any Lender or Issuing Bank in connection with the Loan Credit Documents and the transactions contemplated thereby or for the financial condition or business affairs of any Loan 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 Loan Credit Documents or as to the use of the proceeds of the Loans or as to the existence or possible existence of any Default or Event of Default (and shall not be deemed to have knowledge of the existence or Unmatured possible existence of any Default or Event of Default unless and until written notice thereof is given to such Agent by the Company or as any Lender) or to make any disclosures with respect to the satisfaction of any condition set forth in Section 12 or elsewhere herein (other than to confirm receipt of items expressly required to be delivered to such Agent) foregoing or to inspect the properties, books or records of the Company any Borrower or any of its Subsidiaries or to make any disclosures with respect to the foregoingother 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 Loans or Loans, the Letter of Credit Usage or the component amounts thereof. The Collateral Agent shall have only those duties and responsibilities which are expressly specified in this Agreement and the Credit Documents and it may perform such duties by or through its employees.

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 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 Loan Party or to any Agent or Lender in connection with the Loan 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 as to the use of the proceeds of the Loans or as to the existence or possible existence of any Event of Default or Unmatured Event Default or as to the value or sufficiency of Default any Collateral or as to the satisfaction of any condition set forth in Section 12 Article III or elsewhere herein (other than to confirm receipt of items expressly required to be delivered to such Agent) or to inspect the properties, books or records of the Company Holdings or any of its Restricted Subsidiaries or to make any disclosures with respect to the foregoing. Anything contained herein to the contrary notwithstanding, the Administrative Agent shall not have any liability arising from confirmations of the amount of outstanding Loans or the Letter of Credit Usage or the component amounts thereof.

No Responsibility for Certain Matters. No The Administrative Agent nor any of its directors, officers, agents or employees shall not be responsible to any Funding Agent, any Lender or any Qualifying Hedge Counterparty for the execution, effectiveness, genuineness, validity, enforceability, collectability or sufficiency hereof of this Agreement or any other Loan Document, 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 the Lenders or by or on behalf of the Borrower, the Facility Administrator or Parent or their respective affiliates to the Administrative Agent, any Loan Party Funding Agent, any Lender or to any Agent or Lender Qualifying Hedge Counterparty in connection with the Loan Transaction Documents and the transactions contemplated thereby or for the financial condition or business affairs of any Loan 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 Loan Transaction Documents 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 Unmatured Potential Event of Default or as to the satisfaction of any condition set forth in Section 12 or elsewhere herein (other than to confirm receipt of items expressly required to be delivered to such Agent) or to inspect the properties, books or records of the Company or any of its Subsidiaries or to make any disclosures with respect to the foregoing. 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 Loans or the Letter of Credit Usage Advances or the component amounts thereof. 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 or any of the other Transaction Documents or the transactions contemplated thereby, or for the financial condition of any guarantor of any or all of the Obligations, the Borrower or any of its respective Affiliates.

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 for the creation, perfection or priority of any Lien, or for 124 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 Loan Party or to any Agent or Lender in connection with the Loan 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 as to the use of the proceeds of the Loans or as to the existence or possible existence of any Event of Default or Unmatured Event Default or as to the value or sufficiency of Default any Collateral or as to the satisfaction of any condition set forth in Section 12 Article III or elsewhere herein (other than to confirm receipt of items expressly required to be delivered to such Agent) or to inspect the properties, books or records of the Company or any of its Subsidiaries 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 utilization of Letters of Credit Usage or the component amounts thereof.

No Responsibility for Certain Matters. No Agent shall be responsible to any Lender for (i) the execution, effectiveness, genuineness, validity, enforceability, collectability or sufficiency hereof or of any other Loan Credit 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 for 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 Loan Credit Party or to any Agent or any Lender in connection with the Loan Credit Documents and the transactions contemplated thereby or for the financial condition or business affairs of 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 Credit Documents or as to the use of the proceeds of the Loans or as to the existence or possible existence of any Default or Event of Default (nor shall any Agent be deemed to have knowledge of the existence or Unmatured possible existence of any Default or Event of Default or as to the satisfaction unless and until written notice thereof (stating that it is a “notice of any condition set forth in Section 12 or elsewhere herein (other than to confirm receipt of items expressly required to be delivered default”) is given to such Agent) or to inspect Agent by the properties, books or records of the Company Borrower or any of its Subsidiaries 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 Loans Loans, the calculation of the Weighted Average Yield with respect to any Indebtedness, any exchange rate determination or currency conversion, the Letter terms and conditions of Credit Usage any Permitted Intercreditor Agreement or any Permitted Subordinated Indebtedness Document or of any subordination terms applicable to any Permitted Subordinated Indebtedness, in each case except to the component amounts thereofextent caused by such Agent’s gross negligence or willful misconduct, as determined by a final, non-appealable judgment of a court of competent jurisdiction.

No Responsibility for Certain Matters. No Agent shall be responsible to any Lender for (i) the execution, effectiveness, genuineness, validity, enforceability, collectability or sufficiency hereof or of any other Loan Credit 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 Loan Credit Party or to any Agent or any Lender in connection with the Loan Credit Documents and the transactions contemplated thereby or for the financial condition or business affairs of 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 Credit Documents or as to the use of the proceeds of the Loans or as to the existence or possible existence of any Default or Event of Default (nor shall any Agent be deemed to have knowledge of the existence or Unmatured possible existence of any Default or Event of Default or as to the satisfaction unless and until written notice thereof (stating that it is a “notice of any condition set forth in Section 12 or elsewhere herein (other than to confirm receipt of items expressly required to be delivered default”) is given to such Agent) or to inspect Agent by the properties, books or records of the Company Borrower or any of its Subsidiaries 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 Loans Loans, the calculation of the Yield Maintenance Amount or the Letter Weighted Average Yield with respect to any Indebtedness, any exchange rate determination or currency conversion, the terms and conditions of Credit Usage any Permitted Intercreditor Agreement or any Permitted Subordinated Indebtedness Document or of any subordination terms applicable to any Permitted Subordinated Indebtedness, in each case except to the component amounts thereofextent caused by such Agent’s gross negligence or willful misconduct, as determined by a final, non-appealable judgment of a court of competent jurisdiction.

No Responsibility for Certain Matters. No Agent shall be responsible to any Lender or Issuing Bank or any other Secured Party for (i) the execution, effectiveness, genuineness, validity, enforceability, collectability or sufficiency hereof or of any other Loan Credit 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 Loan Credit Party or to any Agent or any Lender or Issuing Bank in connection with the Loan 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 159 observance of any of the terms, conditions, provisions, covenants or agreements contained in any of the Loan Credit Documents or as to the use of the proceeds of the Loans or 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 Unmatured possible existence of any Default or Event of Default or as to the satisfaction unless and until written notice thereof (stating that it is a “notice of any condition set forth in Section 12 or elsewhere herein (other than to confirm receipt of items expressly required to be delivered default”) is given to such Agent) or to inspect Agent by the properties, books or records of the Company Borrower or any of its Subsidiaries 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 Loans or 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, (B) calculation of Quarterly Average Excess Availability, Quarterly Average Facility Utilization or Excess Availability, (C) the terms and conditions of any Permitted Intercreditor Agreement or any amendment, supplement or other 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 Designated Pari Hedge Obligations or (F) compliance with Section 9.8.

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 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 Loan Party or to any Agent or Lender in connection with the Loan 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 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 Unmatured Event Default or as to the value or sufficiency of Default any Collateral or as to the satisfaction of any condition set forth in Section 12 Article III or elsewhere herein (other than to confirm receipt of items expressly required to be delivered to such Agent) or to inspect the properties, books or records of the Company Parent Guarantor or any of its Subsidiaries or to make any disclosures with respect to the foregoing. Anything contained herein to the contrary notwithstanding, the Administrative Agent shall not have any liability arising from confirmations of the amount of outstanding Term Loans or the Letter of Credit Usage or the component amounts thereof.

No Responsibility for Certain Matters. No Agent nor any of its officers, partners, directors, employees, advisors, attorneys or agents shall be responsible to any Lender for the execution, effectiveness, genuineness, validity, enforceability, collectability or sufficiency hereof or any other Loan Document, Credit Document or for any representations, warranties, recitals or statements made herein or therein or made in any written or oral statements or in any financial or other statements, instruments, reports or certificates or any other documents furnished or made by any Agent to the Lenders or by or on behalf of any Loan Party Credit Party, any Lender or any person providing the Settlement Service to any Agent or any Lender in connection with the Loan Credit Documents and the transactions contemplated hereby or 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 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 Unmatured Event of Default or as to the satisfaction of any condition set forth in Section 12 or elsewhere herein (other than to confirm receipt of items expressly required to be delivered to such Agent) or to inspect the properties, books or records of the Company or any of its Subsidiaries or to make any disclosures with respect to the foregoing. 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 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 Issuing Bank or any other Secured Party for (i) the execution, effectiveness, genuineness, validity, enforceability, collectability or sufficiency hereof or of any other Loan Credit 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 Loan Credit Party or to any Agent or any Lender or Issuing Bank in connection with the Loan 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 Credit Documents or as to the use of the proceeds of the Loans or as to the existence or possible existence of any Default or Event of Default (nor shall any Agent be deemed to have knowledge of the existence or Unmatured possible existence of any Default or Event of Default or as to the satisfaction unless and until written notice thereof (stating that it is a “notice of any condition set forth in Section 12 or elsewhere herein (other than to confirm receipt of items expressly required to be delivered default”) is given to such Agent) or to inspect Agent by the properties, books or records of the Company Borrower or any of its Subsidiaries 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 Loans or 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, (B) calculation of Quarterly Average Excess Availability, Quarterly Average Facility Utilization or Excess Availability, (C) 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, (D) qualification of (or lapse of qualification of) any Account or Inventory under the 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 ​ 221 ​ Obligations, Designated Pari Cash Management Services Obligations, Designated Hedge Obligations and Designated Pari Hedge Obligations or (G) compliance with Section 9.8. 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 Commitments, or disclosure of confidential information, to any Disqualified Institution.

No Responsibility for Certain Matters. No Agent shall be responsible to any Lender for or have any duty to ascertain or inquire 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 Loan Document, 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 the Lenders or by or on behalf of any Loan Credit Party or to any Agent or any Lender in connection with the Loan Credit Documents and the transactions contemplated thereby or for the financial condition or business affairs of 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 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 Unmatured Event Default or as to the value or sufficiency of Default any Collateral or as to the satisfaction of any condition set forth in Section 12 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 the Company or any of its Subsidiaries or to make any disclosures with respect to the foregoing. Anything contained herein to the contrary notwithstanding, the Administrative Agent shall not have any liability arising from confirmations of the amount of outstanding 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, validity, enforceability, collectability or sufficiency hereof or any other 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 Loan Party or to any Agent or Lender in connection with the Loan 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 as to the use of the proceeds of the Loans or as to the existence or possible existence of any Event of Default or Unmatured Event Default or as to the value or sufficiency of Default any Collateral or as to the satisfaction of any condition set forth in Section 12 Article III or elsewhere herein (other than to confirm receipt of items expressly required to be delivered to such Agent) or to inspect the properties, books or records of the Company Borrower or any of its Subsidiaries or to make any disclosures with respect to the foregoing. Anything contained herein to the contrary notwithstanding, the Administrative Agent shall not have any liability arising from confirmations of the amount of outstanding Loans or the Letter of Credit Usage or the component amounts thereof.

No Responsibility for Certain Matters. No Agent or Arranger shall be responsible for or have any duty to any Lender for ascertain or inquire into the execution, effectiveness, genuineness, validity, enforceability, collectability or sufficiency hereof or any other Loan Document161 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 Loan Party or to any Agent or Lender in connection with the Loan 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 as to the use of the proceeds of the Loans or as to the existence or possible existence of any Event of Default or Unmatured Event Default or as to the value or sufficiency of Default any Collateral or as to the satisfaction of any condition set forth in Section 12 Article III or elsewhere herein (other than to 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 the Company or any of its Subsidiaries 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.

No Responsibility for Certain Matters. No Agent shall be responsible to any Lender for (i) the execution, effectiveness, genuineness, validity, enforceability, collectability or sufficiency hereof or of any other Loan Credit 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 Loan Credit Party or to any Agent or any Lender in connection with the Loan Credit Documents and the transactions contemplated thereby or for the financial condition or business affairs of 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 Credit Documents 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 Unmatured possible existence of any Default or Event of Default or as to the satisfaction unless and until written notice thereof (stating that it is a “notice of any condition set forth in Section 12 or elsewhere herein (other than to confirm receipt of items expressly required to be delivered default”) is given to such Agent) or to inspect Agent by the properties, books or records of the Company Borrower or any of its Subsidiaries 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 Letter Effective Yield, the establishment of Credit Usage (or lack of establishment of) any procedures referred to in Section 2.11(b)(iii) or the component amounts thereofdetermination of the terms and conditions of any Permitted Intercreditor Agreement.

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, Credit Document or for any representations, warranties, recitals or statements made herein or therein or made in any written or oral statements or in any financial or other statements, instruments, reports or certificates or any other documents furnished or made by any of Agent to the Lenders or by or on behalf of any Loan Credit Party or to any Agent or any Lender in connection with the Loan Credit Documents and the transactions contemplated thereby or for the financial condition or business affairs of 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 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 Unmatured Event Default. Each Agent shall be fully justified in failing or refusing to take any action hereunder or under any other Credit Document (a) if such action would, in the opinion of Default or as to the satisfaction of any condition set forth in Section 12 or elsewhere herein (other than to confirm receipt of items expressly required to be delivered to such Agent) , be contrary to law or to inspect the properties, books or records terms of the Company this Agreement or any other Credit Document or (b) if such Agent shall not first be indemnified to its satisfaction against any and all liability and expense which may be incurred by it by reason of its Subsidiaries taking or continuing to make take any disclosures with respect to the foregoingsuch action. Anything contained herein to the contrary notwithstanding, the Administrative Agent shall not have any liability arising from 108 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 Issuing Bank or any other Secured Party for (i) the execution, effectiveness, genuineness, validity, enforceability, collectability or sufficiency hereof or of any other Loan Credit 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 Loan Credit Party or to any Agent or any Lender or Issuing Bank in connection with the Loan 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 Credit Documents or as to the use of the proceeds of the Loans or as to the existence or possible existence of any Default or Event of Default (nor shall any Agent be deemed to have knowledge of the existence or Unmatured possible existence of any Default or Event of Default or as to the satisfaction unless and until written notice thereof (stating that it is a “notice of any condition set forth in Section 12 or elsewhere herein (other than to confirm receipt of items expressly required to be delivered default”) is given to such Agent) or to inspect Agent by the properties, books or records of the Company Borrower or any of its Subsidiaries 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 Loans or 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., (B) calculation of Quarterly Average Excess Availability, Quarterly Average Facility Utilization or Excess Availability, (C) 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, (D) qualification of (or lapse of qualification of) any Account or Inventory under the 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 Designated Pari Hedge Obligations or (G) compliance with Section 9.8. 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 Commitments, or disclosure of confidential information, to any Disqualified Institution. 213

No Responsibility for Certain Matters. No Agent nor any of its officers, partners, directors, employees or agents shall be responsible to any Lender for the execution, effectiveness, genuineness, validity, enforceability, collectability or sufficiency hereof or any other Loan Document, 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 Lenders, or by or on behalf of any Loan Credit Party or to any Agent or any Lender or by any Lender to any Agent or any other Lender in connection with the Loan 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 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 Unmatured Event of Default or as to the satisfaction of any condition set forth in Section 12 or elsewhere herein (other than to confirm receipt of items expressly required to be delivered to such Agent) or to inspect the properties, books or records of the Company or any of its Subsidiaries or to make any disclosures with respect to the foregoing. Anything contained 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. The Administrative Agent shall be fully justified in failing or refusing to take any action under this Agreement or 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 action.

No Responsibility for Certain Matters. No Agent shall be responsible to any Lender or the L/C Issuer for the execution, effectiveness, genuineness, validity, enforceability, collectability collectibility or sufficiency hereof or of any other Loan Document, Credit Document or for any representations, warranties, recitals or statements made herein or therein or made in any written or oral statements or in any financial or other statements, instruments, reports or certificates or any other documents furnished or made by any Agent to the Lenders or by or on behalf of any Loan Credit Party or to any Agent Agent, any Lender or Lender the L/C Issuer in connection with the Loan 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 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 Unmatured Event Default or as to the value, sufficiency or perfection of Default any Collateral or as to the satisfaction of any condition set forth in Section 12 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 the Company 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, the Administrative Agent shall not have any liability arising from confirmations of the amount of outstanding Loans or the Letter Letters of Credit Usage or the component amounts thereofCredit.

No Responsibility for Certain Matters. No The Administrative Agent nor any of its directors, officers, agents or employees shall not be responsible to any Funding Agent, any Lender or any Hedge Counterparty for the execution, effectiveness, genuineness, validity, enforceability, collectability or sufficiency hereof of this Agreement or any other Loan Document, 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 the Lenders or by or on behalf of the Borrower, the Facility Administrator or Parent or their respective affiliates to the Administrative Agent, any Loan Party Funding Agent, any Lender or to any Agent or Lender Hedge Counterparty in connection with the Loan Transaction Documents and the transactions contemplated thereby or for the financial condition or business affairs of any Loan 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 Loan Transaction Documents 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 Unmatured Event of Potential Default or as to the satisfaction of any condition set forth in Section 12 or elsewhere herein (other than to confirm receipt of items expressly required to be delivered to such Agent) or to inspect the properties, books or records of the Company or any of its Subsidiaries or to make any disclosures with respect to the foregoing. 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 Loans or the Letter of Credit Usage Advances or the component amounts thereof. The Administrative Agent shall not be responsible to any Funding Agent, any Lender or any Hedge Counterparty for the perfection or priority of any of the Liens on any of the Collateral, or for the execution, effectiveness, genuineness, validity, legality, enforceability, collectability, or sufficiency of this Agreement or any of the other Transaction Documents or the transactions contemplated thereby, or for the financial condition of any guarantor of any or all of the Obligations, the Borrower or any of its respective Affiliates. In determining compliance with any condition hereunder to the making of Advances that by its terms must be fulfilled to the satisfaction of a Lender, the Administrative Agent may presume that such condition is satisfactory to such Lender unless the Administrative Agent shall have received notice to the contrary from such Lender prior to the making of such Advance. The Administrative Agent may consult with legal counsel, independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountant or experts. [***] = Certain information has been excluded from this exhibit because it is both not material and would likely cause harm to the company if publicly disclosed.

No Responsibility for Certain Matters. No Agent shall be responsible to any Lender or Issuing Bank or any other Secured Party for (i) the execution, effectiveness, genuineness, validity, enforceability, collectability or sufficiency hereof or of any other Loan Credit 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 Loan Credit Party or to any Agent or any Lender or Issuing Bank in connection with the Loan 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 Credit Documents or as to the use of the proceeds of the Loans or as to the existence or possible existence of any Default or Event of Default (nor shall any Agent be deemed to have knowledge of the existence or Unmatured possible existence of any Default or Event of Default or as to the satisfaction unless and until written notice thereof (stating that it is a “notice of any condition set forth in Section 12 or elsewhere herein (other than to confirm receipt of items expressly required to be delivered default”) is given to such Agent) or to inspect Agent by the properties, books or records of the Company Borrower or any of its Subsidiaries 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 Loans or 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., (B) calculation of Quarterly Average Excess Availability, Quarterly Average Facility Utilization or Excess Availability, (C) the terms and conditions of any Permitted Intercreditor Agreement or any amendment, supplement or other 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 Designated Pari Hedge Obligations or (F) compliance with Section 9.8. 175

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, 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 Purchasers or by or on behalf of any Loan Credit Party or to any Agent or Lender any Purchaser in connection with the Loan 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 Credit Documents or as to the use of the proceeds from the issuance of the Loans Notes or as to the existence or possible existence of any Event of Default or Unmatured Event of Default or as to the satisfaction of any condition set forth in Section 12 or elsewhere herein (other than to confirm receipt of items expressly required to be delivered to such Agent) or to inspect the properties, books or records of the Company or any of its Subsidiaries or to make any disclosures with respect to the foregoing. 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, the Administrative Note Agent shall not have any liability arising from confirmations of the amount of outstanding Loans or the Letter of Credit Usage Notes or the component amounts thereof.

No Responsibility for Certain Matters. No Agent shall be responsible to any Lender or Issuing Bank or any other Secured Party for (i) the execution, effectiveness, genuineness, validity, enforceability, collectability or sufficiency hereof or of any other Loan Credit 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 Loan Credit Party or to any Agent or any Lender or Issuing Bank in connection with the Loan 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 Credit Documents or as to the use of the proceeds of the Loans or as to the existence or possible existence of any Default or Event of Default (nor shall any Agent be deemed to have knowledge of the existence or Unmatured possible existence of any Default or Event of Default or as to the satisfaction unless and until written notice thereof (stating that it is a “notice of any condition set forth in Section 12 or elsewhere herein (other than to confirm receipt of items expressly required to be delivered default”) is given to such Agent) or to inspect Agent by the properties, books or records of the Company Borrower or any of its Subsidiaries Lender) or to make any disclosures with respect to the foregoing. Anything contained herein to Without limiting 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.DMFIRM #406105327 v12 220

No Responsibility for Certain Matters. No Agent shall be responsible to any Lender for the execution, effectiveness, genuineness, validity, enforceability, collectability collectibility or sufficiency hereof or of any other Loan Document, Credit Document or for any representations, warranties, recitals or statements made herein or therein or made in any written or oral statements or in any financial or other statements, instruments, reports or certificates or any other documents furnished or made by any Agent to the Lenders or by or on behalf of any Loan Credit Party or to any Agent or any Lender in connection with the Loan Credit Documents and the transactions contemplated thereby or for the financial condition or business affairs of 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 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 Unmatured Event Default or as to the value, sufficiency or perfection of Default any Collateral or as to the satisfaction of any condition set forth in Section 12 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 the 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, 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 thereofLoans.

No Responsibility for Certain Matters. No The Administrative Agent shall not be responsible to any Lender or the L/C Issuer for the execution, effectiveness, genuineness, validity, enforceability, collectability collectibility or sufficiency hereof or of any other Loan Document, 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 the Lenders or by or on behalf of any Loan Credit Party or to any Agent Syndication Agent, any Lender or Lender the L/C Issuer in connection with the Loan 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 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 Loan 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 Unmatured Event of Default or as to the satisfaction of any condition set forth in Section 12 3 or elsewhere herein (other than to confirm receipt of items expressly required to be delivered to such the Administrative Agent) or to inspect the properties, books or records of the Company 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, the Administrative Agent shall not have any liability arising from confirmations of the amount of outstanding Loans or the Letter Letters of Credit Usage or the component amounts thereofCredit.

No Responsibility for Certain Matters. No Agent nor any Related Party shall be responsible to any Lender for the execution, effectiveness, genuineness, validity, enforceability, collectability or sufficiency hereof or any other Loan Document, 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 the Lenders or by or on behalf of any Loan Credit Party or to any Agent or any Lender in connection with the Loan Credit Documents and the transactions contemplated thereby or for the financial condition or business affairs of 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 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 Unmatured Event of Default or as to the satisfaction of any condition set forth in Section 12 or elsewhere herein (other than to confirm receipt of items expressly required to be delivered to such Agent) or to inspect the properties, books or records of the Company or any of its Subsidiaries or to make any disclosures with respect to the foregoing. Anything contained 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. No Agent shall be required to take any action that, in its opinion or the opinion of its counsel, may expose such Agent to liability or that is contrary to any Credit Document or applicable law.

No Responsibility for Certain Matters. No Agent shall be responsible to any Lender or Issuing Bank or any other Secured Party for (i) the execution, effectiveness, genuineness, validity, enforceability, collectability or sufficiency hereof or of any other Loan Credit 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 Loan Credit Party or to any Agent or any Lender or Issuing Bank in connection with the Loan 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 Credit Documents or as to the use of the proceeds of the Loans or as to the existence or possible existence of any Default or Event of Default (nor shall any Agent be deemed to have knowledge of the existence or Unmatured possible existence of any Default or Event of Default or as to the satisfaction unless and until written notice thereof (stating that it is a “notice of any condition set forth in Section 12 or elsewhere herein (other than to confirm receipt of items expressly required to be delivered default”) is given to such Agent) or to inspect Agent by the properties, books or records of the Company Borrower or any of its Subsidiaries 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 Loans or 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., (B) calculation of Quarterly Average Excess Availability, Quarterly Average Facility Utilization or Excess Availability, (C) 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, (D) qualification of (or lapse of qualification of) any Account or Inventory under the 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 Designated Pari Hedge Obligations or (G) compliance with Section 9.8. 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 Commitments, or disclosure of confidential information, to any Disqualified Institution. 219

No Responsibility for Certain Matters. No Agent shall be responsible to any Lender or Issuing Bank or any other Secured Party for (i) the execution, effectiveness, genuineness, validity, enforceability, collectability or sufficiency hereof or of any other Loan Credit 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 Loan Credit Party or to any Agent or any Lender or Issuing Bank in connection with the Loan 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 Credit Documents or as to the use of the proceeds of the Loans or as to the existence or possible existence of any Default or Event of Default (nor shall any Agent be deemed to have knowledge of the existence or Unmatured possible existence of any Default or Event of Default or as to the satisfaction unless and until written notice thereof (stating that it is a “notice of any condition set forth in Section 12 or elsewhere herein (other than to confirm receipt of items expressly required to be delivered default”) is given to such Agent) or to inspect Agent by the properties, books or records of the Company Borrower or any of its Subsidiaries 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 Loans or 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, (B) calculation of Quarterly Average Excess Availability, Quarterly Average Facility Utilization or Excess Availability, (C) 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, (D) qualification of (or lapse of qualification of) any Account or Inventory under the 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 Designated Pari Hedge Obligations or (G) compliance with Section 9.8. 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 Commitments, or disclosure of confidential information, to any Disqualified Institution.

No Responsibility for Certain Matters. No Agent or Arranger shall be responsible for or have any duty to any Lender for ascertain or inquire into the execution, effectiveness, genuineness, validity, enforceability, collectability or sufficiency hereof or any other Loan DocumentDocument 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 Loan Party or to any Agent or Lender in connection with the Loan 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 as to the use of the proceeds of the Loans or as to the existence or possible existence of any Event of Default or Unmatured Event Default or as to the value or sufficiency of Default any Collateral or as to the satisfaction of any condition set forth in Section 12 Article III or elsewhere herein (other than to 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 the Company or any of its Subsidiaries 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.. (b)

No Responsibility for Certain Matters. No Agent shall be responsible to any Lender for the execution, effectiveness, genuineness, validity, enforceability, collectability collectibility or sufficiency hereof or any other Loan Document, Credit Document or for any representations, warranties, recitals or statements made herein or therein or made in any written or oral statements or in any financial or other statements, instruments, reports or certificates or any other documents furnished or made by any Agent to the Lenders or by or on behalf of any Loan Credit Party or to any Agent or any Lender in connection with the Loan Credit Documents and the transactions contemplated thereby or for the financial condition or business affairs of 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 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 Unmatured Event Default or as to the value, sufficiency or perfection of Default any Collateral or as to the satisfaction of any condition set forth in Section 12 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 the Company or any of its Subsidiaries 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, 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 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, 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 the Lenders or by or on behalf of any Loan Credit Party or to any Agent or any Lender in connection with the Loan Credit Documents and the transactions contemplated thereby or for the financial condition or business affairs of 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 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 Unmatured Event of Default or as to the satisfaction of any condition set forth in Section 12 or elsewhere herein (other than to confirm receipt of items expressly required to be delivered to such Agent) or to inspect the properties, books or records of the Company or any of its Subsidiaries or to make any disclosures with respect to the foregoing. 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, 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.

No Responsibility for Certain Matters. No Agent shall be responsible to any Lender for (i) the execution, effectiveness, genuineness, validity, enforceability, collectability or sufficiency hereof or of any other Loan Credit Document; (ii) [reserved]; (iii) [reserved]; (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 for 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 Loan Credit Party or to any Agent or any Lender in connection with the Loan Credit Documents and the transactions contemplated thereby or for the financial condition or business affairs of 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 Credit Documents or as to the use of the proceeds of the Loans or as to the existence or possible existence of any Default or Event of Default (nor shall any Agent be deemed to have knowledge of the existence or Unmatured possible existence of any Default or Event of Default or as to the satisfaction unless and until written notice thereof (stating that it is a “notice of any condition set forth in Section 12 or elsewhere herein (other than to confirm receipt of items expressly required to be delivered default”) is given to such Agent) or to inspect Agent by the properties, books or records of the Company Borrower or any of its Subsidiaries Lender) or to make any disclosures with respect to the foregoing. Anything contained Notwithstanding anything herein to the contrary notwithstandingcontrary, the Administrative Agent shall not have any liability arising from from, or be responsible for any loss, cost or expense suffered by the Borrower, any Subsidiary, any Lender or any other Guaranteed Party as a result of, confirmations of the amount of outstanding Loans or any exchange rate determination or currency conversion. Notwithstanding anything herein to the Letter 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) be required to 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 Credit Usage any assignment or the component amounts thereofparticipation of Loans or disclosure of Confidential Information to any Disqualified Institution or Net Short Lender.

No Responsibility for Certain Matters. No Agent shall be responsible to any Lender for (i) the execution, effectiveness, genuineness, validity, enforceability, collectability or sufficiency hereof or of any other Loan Credit 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 Loan Credit Party or to any Agent or any Lender in connection with the Loan Credit Documents and the transactions contemplated thereby or for the financial condition or business affairs of 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 Credit Documents or as to the use of the proceeds of the Loans or as to the existence or possible existence of any Default or Event of Default (nor shall any Agent be deemed to have knowledge of the existence or Unmatured possible existence of any Default or Event of Default or as to the satisfaction unless and until written notice thereof (stating that it is a “notice of any condition set forth in Section 12 or elsewhere herein (other than to confirm receipt of items expressly required to be delivered default”) is given to such Agent) or to inspect Agent by the properties, books or records of the Company Borrower or any of its Subsidiaries 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 Loans Loans, the calculation of the “weighted average yield” or “effective yield” with respect to any Indebtedness or the Letter terms and conditions of Credit Usage or the component amounts thereofany Permitted Intercreditor Agreement.

No Responsibility for Certain Matters. No Agent nor any of its officers, partners, directors, employees, advisors, attorneys or agents shall be responsible to any Lender for the execution, effectiveness, genuineness, validity, enforceability, collectability or sufficiency hereof or any other Loan Document, Credit Document or for any representations, warranties, recitals or statements made herein or therein or made in any written or oral statements or in any financial or other statements, instruments, reports or certificates or any other documents furnished or made by any Agent to the Lenders or by or on behalf of any Loan Party Credit Party, any Lender or any person providing the Settlement Service to any Agent or any Lender in connection with the Loan Credit Documents and the transactions contemplated hereby or 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 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 Unmatured Event of Default or as to the satisfaction of any condition set forth in Section 12 or elsewhere herein (other than to confirm receipt of items expressly required to be delivered to such Agent) or to inspect the properties, books or records of the Company or any of its Subsidiaries or to make any disclosures with respect to the foregoing. 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 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 other Secured Party for or have any duty to ascertain or inquire 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 Loan Document, 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 the Lenders or Secured Parties or by or on behalf of any Loan Credit Party or to any Agent or any Lender or Secured Party in connection with the Loan 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 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 Unmatured Event Default or as to the value or sufficiency of Default any Collateral or as to the satisfaction of any condition set forth in Section 12 3 or elsewhere herein (other than to confirm receipt of items expressly required to be delivered to such AgentAgent 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, 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.

No Responsibility for Certain Matters. No Neither the Administrative Agent nor the Collateral Trustee shall be responsible to any Lender for the execution, effectiveness, genuineness, validity, enforceability, collectability or sufficiency hereof or any other Loan Document, or for the creation, perfection or priority of any Lien, or for any representations, warranties, recitals or statements made herein or therein or made in any written or oral statements or in any financial or other statements, instruments, reports or certificates or any other documents furnished or made by any the Administrative Agent or the Collateral Trustee to the Lenders or by or on behalf of any Loan Party or to any Agent the Administrative Agent, the Collateral Trustee or Lender in connection with the Loan 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 or the Collateral Trustee be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained in any of the Loan Documents or as to the use of the proceeds of the Revolving Loans or as to the existence or possible existence of any Event of Default or Unmatured Event Default or as to the value or sufficiency of Default any Collateral or as to the satisfaction of any condition set forth in Section 12 Article III or elsewhere herein (other than to confirm receipt of items expressly required to be delivered to such Agentthe Administrative Agent or the Collateral Trustee, as the case may be) or to inspect the properties, books or records of the Company Borrower or any of its Subsidiaries or to make any disclosures with respect to the foregoing. Anything contained herein to the contrary notwithstanding, the Administrative Agent shall not have any liability arising from confirmations of the amount of outstanding Revolving 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 (i) the execution, effectiveness, genuineness, validity, enforceability, collectability or sufficiency hereof or of any other Loan Credit 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 Loan Credit Party or to any Agent or any Lender in connection with the Loan Credit Documents and the transactions contemplated thereby or for the financial condition or business affairs of 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 Credit Documents or as to the use of the proceeds of the Loans or as to the existence or possible existence of any Default or Event of Default (nor shall any Agent be deemed to have knowledge of the existence or Unmatured possible existence of any Default or Event of Default or as to the satisfaction unless and until written notice thereof (stating that it is a “notice of any condition set forth in Section 12 or elsewhere herein (other than to confirm receipt of items expressly required to be delivered default”) is given to such Agent) or to inspect Agent by the properties, books or records of the Company Borrower or any of its Subsidiaries Lender) 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.

No Responsibility for Certain Matters. No The Administrative Agent nor any of its directors, officers, agents or employees shall not be responsible to any Funding Agent, any Lender or any Qualifying Hedge Counterparty for the execution, effectiveness, genuineness, validity, enforceability, collectability or sufficiency hereof of this Agreement or any other Loan Document, 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 the Lenders or by or on behalf of the Borrower, the Facility Administrator or Parent or their respective affiliates to the Administrative Agent, any Loan Party Funding Agent, any Lender or to any Agent or Lender Qualifying Hedge Counterparty in connection with the Loan Transaction Documents and the transactions contemplated thereby or for the financial condition or business affairs of any Loan 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 Loan Transaction Documents 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 Unmatured Potential Event of Default or as to the satisfaction of any condition set forth in Section 12 or elsewhere herein (other than to confirm receipt of items expressly required to be delivered to such Agent) or to inspect the properties, books or records of the Company or any of its Subsidiaries or to make any disclosures with respect to the foregoing. Without limiting the generality of the foregoing, the Administrative Agent shall have no duty or obligation whatsoever to make, verify, or recompute any numerical information or other calculations under or in connection with this Agreement or any other Transaction Document, including any numerical information and other calculations included in any Borrowing Base Certificate, Facility Administrator Report or otherwise, and the Administrative Agent shall have no duty or liability to confirm, verify or review the contents, and shall not be responsible for the accuracy or content, of any documents, [***] = Certain information has been excluded from this exhibit because it is both not material and would likely cause competitive harm to the company if publicly disclosed. certificates or opinions delivered in connection with this Agreement or any other Transaction Document. In addition, the Administrative Agent shall have no duty or liability to determine whether any Solar Asset is an Eligible Solar Asset or to inspect the Solar Assets at any time or ascertain or inquire as to the performance or observance of any of the Borrower’s, the Facility Administrator’s or the Parent’s or any of their respective affiliate’s representations, warranties or covenants. Anything contained herein to the contrary notwithstanding, the Administrative Agent shall not have any liability arising from confirmations of the amount of outstanding Loans or the Letter of Credit Usage Advances or the component amounts thereof. 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 or any of the other Transaction Documents or the transactions contemplated thereby, or for the financial condition of any guarantor of any or all of the Obligations, the Borrower or any of its respective Affiliates.