Common use of No Responsibility for Certain Matters Clause in Contracts

No Responsibility for Certain Matters. None of the Agents shall be responsible to any Lender for, or be required to ascertain or inquire as to, (i) any statement, recital, warranty or representation (in each case whether written or oral) made in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document (including financial statements) delivered thereunder or in connection therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Loan Document, (iv) the execution, validity, enforceability, effectiveness, genuineness, sufficiency or collectability of any Loan Document or any other agreement, instrument or document, (v) the use of proceeds of the Loans, (vi) the existence or possible existence of any Default or Event of Default, (vii) the financial condition or business affairs of any Borrower or any other Person liable for the payment of any Obligations or (viii) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to such Agent, or, in each such case, to make any disclosures with respect to the foregoing. Except as expressly set forth in the Loan Documents, none of the Agents shall have any duty to disclose, nor shall it be liable for the failure to disclose, any information relating to any Borrower that is communicated to or obtained by the entity serving as any Agent or any of their Affiliates in any capacity. Anything contained herein to the contrary notwithstanding, the Administrative Agent shall not have any liability arising from confirmations of the amount of outstanding Loans or the component amounts thereof.

No Responsibility for Certain Matters. None of the Agents No Agent shall be responsible to any Lender for, or be required to ascertain or inquire as to, (i) any statement, recital, warranty or representation (in each case whether written or oral) made in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document (including financial statements) delivered thereunder or in connection therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Loan Document, (iv) for the execution, effectiveness, genuineness, validity, enforceability, effectiveness, genuineness, collectibility or sufficiency hereof or collectability of any other First Priority Term Loan Document or for any representations, warranties, recitals or statements made herein or therein or made in any written or oral statements or in any financial or other statements, instruments, reports or certificates or any other agreement, instrument documents furnished or document, (v) made by any Agent to the use of proceeds of the Loans, (vi) the existence Lenders or possible existence by or on behalf of any Default Obligor to any Agent or Event of Default, (vii) any Lender in connection with the First Priority Term Loan Documents and the transactions contemplated thereby or for the financial condition or business affairs of any Borrower Obligor or any other Person liable for the payment of any Obligations First Priority Term Loan Obligations, nor shall any Agent be required to ascertain or (viii) inquire as to the satisfaction performance or observance of any condition set forth in Article IV of the terms, conditions, provisions, covenants or elsewhere agreements contained in any of the First Priority Term Loan DocumentDocuments or as to the use of the proceeds of the First Priority Term Loans or as to the existence or possible existence of any Material Adverse Effect, other than to confirm receipt Event of items expressly required to be delivered to such Agent, or, in each such case, Default or Default or to make any disclosures with respect to the foregoing. Except as expressly set forth in the Loan Documents, none of the Agents shall have any duty to disclose, nor shall it be liable for the failure to disclose, any information relating to any Borrower that is communicated to or obtained by the entity serving as any Agent or any of their Affiliates in any capacity. Anything contained herein to the contrary notwithstanding, the Administrative Agent shall not have any liability arising from confirmations of the amount of outstanding First Priority Term Loans or the component amounts thereof.

No Responsibility for Certain Matters. None of the Agents No Agent shall be responsible to any Lender for, or be required to ascertain or inquire as to, (i) any statement, recital, warranty or representation (in each case whether written or oral) made in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document (including financial statements) delivered thereunder or in connection therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Loan Document, (iv) for the execution, effectiveness, genuineness, validity, enforceability, effectiveness, genuineness, collectability or sufficiency or collectability of any Loan Document hereof or any other agreementCredit Document or for any representations, instrument warranties, recitals or documentstatements made herein or therein or made in any written or oral statements or in any financial or other statements, (v) the use of proceeds of the Loansinstruments, (vi) the existence reports or possible existence certificates or any other documents furnished or made by any Agent to Lenders or by or on behalf of any Default Credit Party to any Agent or Event of Default, (vii) any Lender in connection with the Credit Documents and the transactions contemplated thereby or for the financial condition or business affairs of any Borrower Credit Party or any other Person liable for the payment of any Obligations Obligations, nor shall any Agent be required to ascertain or (viii) inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained in any of the Credit Documents or as to the use of the proceeds of the Loans or as to the existence or possible existence of any Event of Default or Default or as to the value or sufficiency of any Collateral or as to the satisfaction of any condition set forth in Article IV Section 3 or elsewhere in any Loan Document, herein (other than to confirm receipt of items expressly required to be delivered to such Agent) or to inspect the properties, or, in each such case, books or records of Company or any of its Subsidiaries or to make any disclosures with respect to the foregoing. Except as expressly set forth in the Loan Documents, none of the Agents shall have any duty to disclose, nor shall it be liable for the failure to disclose, any information relating to any Borrower that is communicated to or obtained by the entity serving as any Agent or any of their Affiliates in any capacity. Anything contained herein to the contrary notwithstanding, the Administrative Agent shall not have any liability arising from confirmations of the amount of outstanding Loans or the component amounts thereof.

No Responsibility for Certain Matters. None No Agent nor any of the Agents its officers, partners, directors, employees, advisors, attorneys or agents shall be responsible to any Lender for, or be required to ascertain or inquire as to, (i) any statement, recital, warranty or representation (in each case whether written or oral) made in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document (including financial statements) delivered thereunder or in connection therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Loan Document, (iv) for the execution, effectiveness, genuineness, validity, enforceability, effectiveness, genuineness, collectability or sufficiency or collectability of any Loan Document hereof or any other agreementCredit Document or for any representations, instrument warranties, recitals or documentstatements made herein or therein or made in any written or oral statements or in any financial or other statements, (v) the use of proceeds of the Loansinstruments, (vi) the existence reports or possible existence certificates or any other documents furnished or made by any Agent to Lenders or by or on behalf of any Default Credit Party, any Lender or Event of Default, (vii) any person providing the Settlement Service to any Agent or any Lender in connection with the Credit Documents and the transactions contemplated hereby or thereby or for the financial condition or business affairs of any Borrower Credit Party or any other Person liable for the payment of any Obligations Obligations, nor shall any Agent be required to ascertain or (viii) inquire as to the satisfaction performance or observance of any condition set forth in Article IV of the terms, conditions, provisions, covenants or elsewhere agreements contained in any Loan Document, other than of the Credit Documents or as to confirm receipt the use of items expressly required the proceeds of the Loans or as to be delivered to such Agent, or, in each such case, the existence or possible existence of any Event of Default or Default or to make any disclosures with respect to the foregoing. Except as expressly set forth in the Loan Documents, none of the Agents shall have any duty to disclose, No Agent nor shall it be liable for the failure to disclose, any information relating to any Borrower that is communicated to or obtained by the entity serving as any Agent or any of their Affiliates in its officers, partners, directors, employees, advisors, attorneys or agents shall be deemed to have knowledge of any capacityDefault 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. None of the Agents No Agent shall be responsible to any Lender for, or be required to ascertain or inquire as to, for (i) any statement, recital, warranty or representation (in each case whether written or oral) made in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document (including financial statements) delivered thereunder or in connection therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Loan Document, (iv) the execution, effectiveness, genuineness, validity, enforceability, effectiveness, genuineness, collectability or sufficiency hereof or collectability of any Loan Document or any other agreement, instrument or document, Credit Document; (vii) the use creation, perfection, maintenance, preservation, continuation or priority of proceeds of the Loansany Lien or security interest created, purported to be created or required to be created under any Credit Document; (viiii) the existence value or possible existence the sufficiency of any Default or Event of Default, Collateral; (vii) the financial condition or business affairs of any Borrower or any other Person liable for the payment of any Obligations or (viiiiv) the satisfaction of any condition set forth in Article IV Section 3 or elsewhere in any Loan Documentherein, other than to confirm receipt of items expressly required to be delivered to such Agent; (v) the failure of any Credit Party, orAlon Assets, any Lender or any other Agent to perform its obligations hereunder or under any other Credit Document; or (vi) any representations, warranties, recitals or statements made herein or in each any other Credit Document or made in any written or oral statements or in any financial or other statements, instruments, reports or certificates or any other documents furnished or made by any Agent to the Lenders or by or on behalf of any Credit Party or Alon Assets to any Agent or any Lender in connection with the Credit Documents and the transactions contemplated thereby or for the financial condition or affairs of any Credit Party, Alon Assets or any other Person liable for the payment of any Obligations, nor shall any Agent be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained in any of the Credit Documents or as to the use of the proceeds of the Term Loans or as to the existence or possible existence of any Default or Event of Default (nor shall any Agent be deemed to have knowledge of the existence or possible existence of any Default or Event of Default unless and until written notice thereof (stating that it is a “notice of default”) is given to such case, Agent by the Borrower or any Lender) or to make any disclosures with respect to the foregoing. Except as expressly set forth in the Loan Documents, none of the Agents shall have any duty to disclose, nor shall it be liable for the failure to disclose, any information relating to any Borrower that is communicated to or obtained by the entity serving as any Agent or any of their Affiliates in any capacity. Anything contained Notwithstanding anything herein to the contrary notwithstandingcontrary, the Administrative Agent shall not have any liability arising from from, or be responsible for any loss, cost or expense suffered by the Borrower or any Lender as a result of, confirmations of the amount of outstanding Term Loans or of the component amounts thereofEffective Yield, the establishment of (or lack of establishment of) any procedures referred to in Section 2.11(b)(iii) or the determination of the terms and conditions of any Permitted Intercreditor Agreement.

No Responsibility for Certain Matters. None of the Agents No Agent shall be responsible to any Lender for, or be required to ascertain or inquire as to, (i) any statement, recital, warranty or representation (in each case whether written or oral) made in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document (including financial statements) delivered thereunder or in connection therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Loan Document, (iv) for the execution, effectiveness, genuineness, validity, enforceability, effectiveness, genuineness, collectability or sufficiency or collectability of any Loan Document hereof or any other agreementCredit Document or for any representations, instrument warranties, recitals or documentstatements made herein or therein or made in any written or oral statements or in any financial or other statements, (v) instruments, reports or certificates or any other documents furnished or made by any Agent to the use of proceeds of the Loans, (vi) the existence Lenders or possible existence by or on behalf of any Default Credit Party or Event of Default, (vii) to any Lender in connection with the Credit Documents and the transactions contemplated thereby or for the financial condition or business affairs of any Borrower Credit Party or any other Person liable for the payment of any Obligations Obligations, nor shall any Agent be required to ascertain or (viii) inquire as to the satisfaction performance or observance of any condition set forth in Article IV of the terms, conditions, provisions, covenants or elsewhere agreements contained in any Loan Document, other than of the Credit Documents or as to confirm receipt the use of items expressly required the proceeds of the Term Loans or as to be delivered to such Agent, or, in each such case, the existence or possible existence of any Event of Default or Default or to make any disclosures with respect to the foregoing. Except as expressly set forth in the Loan Documents, none of the Agents shall have any duty to disclose, nor shall it be liable for the failure to disclose, any information relating to any Borrower that is communicated to or obtained by the entity serving as any Agent or any of their Affiliates in any capacity. Anything contained herein to the contrary notwithstanding, the Administrative Facility Agent shall not have any liability arising from confirmations of the amount of outstanding Loans Term Loans. The Facility Agent may assume (unless it has received notice to the contrary in its capacity as agent for the Lenders) that (i) no Default has occurred (unless it has actual knowledge of a Default arising under Section 8.1(a)); (ii) any right, power, authority or discretion vested in any Finance Party or the component amounts thereofMajority Lenders has not been exercised; and (iii) any notice or request made by the Borrower is made on behalf of and with the consent and knowledge of all the Credit Parties.

No Responsibility for Certain Matters. None of the Agents No Agent shall be responsible to any Lender for, or be required to ascertain or inquire as to, (i) any statement, recital, warranty or representation (in each case whether written or oral) made in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document (including financial statements) delivered thereunder or in connection therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Loan Document, (iv) for the execution, effectiveness, genuineness, validity, enforceability, effectiveness, genuineness, collectibility or sufficiency hereof or collectability of any other Second Priority Term Loan Document or for any representations, warranties, recitals or statements made herein or therein or made in any written or oral statements or in any financial or other statements, instruments, reports or certificates or any other agreement, instrument documents furnished or document, (v) made by any Agent to the use of proceeds of the Loans, (vi) the existence Lenders or possible existence by or on behalf of any Default Obligor to any Agent or Event of Default, (vii) any Lender in connection with the Second Priority Term Loan Documents and the transactions contemplated thereby or for the financial condition or business affairs of any Borrower Obligor or any other Person liable for the payment of any Obligations Second Priority Term Loan Obligations, nor shall any Agent be required to ascertain or (viii) inquire as to the satisfaction performance or observance of any condition set forth in Article IV of the terms, conditions, provisions, covenants or elsewhere agreements contained in any of the Second Priority Term Loan DocumentDocuments or as to the use of the proceeds of the Second Priority Term Loans or as to the existence or possible existence of any Material Adverse Effect, other than to confirm receipt Event of items expressly required to be delivered to such Agent, or, in each such case, Default or Default or to make any disclosures with respect to the foregoing. Except as expressly set forth in the Loan Documents, none of the Agents shall have any duty to disclose, nor shall it be liable for the failure to disclose, any information relating to any Borrower that is communicated to or obtained by the entity serving as any Agent or any of their Affiliates in any capacity. Anything contained herein to the contrary notwithstanding, the Administrative Agent shall not have any liability arising from confirmations of the amount of outstanding Second Priority Term Loans or the component amounts thereof.

No Responsibility for Certain Matters. None of the Agents No Agent shall be responsible to any Lender for, or be required to ascertain or inquire as to, Issuing Bank for (i) any statement, recital, warranty or representation (in each case whether written or oral) made in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document (including financial statements) delivered thereunder or in connection therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Loan Document, (iv) the execution, effectiveness, genuineness, validity, enforceability, effectiveness, genuineness, collectability or sufficiency hereof or collectability of any Loan Document or any other agreement, instrument or document, Credit Document; (vii) the use creation, perfection, maintenance, preservation, continuation or priority of proceeds of the Loansany Lien or security interest created, purported to be created or required under any Credit Document; (viiii) the existence value or possible existence the sufficiency of any Default or Event of Default, Collateral; (vii) the financial condition or business affairs of any Borrower or any other Person liable for the payment of any Obligations or (viiiiv) the satisfaction of any condition set forth in Article IV Section 3 or elsewhere in any Loan Documentherein, other than to confirm receipt of items expressly required to be delivered to such Agent; (v) the failure of any Credit Party, orLender, 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 in each any written or oral statements or in any financial or other statements, instruments, reports or certificates or any other documents furnished or made by any Agent to the Lenders or the Issuing Banks or by or on behalf of any Credit Party to any Agent, any Lender or any Issuing Bank in connection with the Credit Documents and the transactions contemplated thereby or for the financial condition or affairs of any Credit Party or any other Person liable for the payment of any Obligations, nor shall any Agent be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained in any of the Credit Documents 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 possible existence of any Default or Event of Default unless and until written notice thereof (stating that it is a “notice of default”) is given to such case, Agent by the Borrower or any Lender) or to make any disclosures with respect to the foregoing. Except as expressly set forth in the Loan Documents, none of the Agents shall have any duty to disclose, nor shall it be liable for the failure to disclose, any information relating to any Borrower that is communicated to or obtained by the entity serving as any Agent or any of their Affiliates in any capacity. Anything contained Notwithstanding anything herein to the contrary notwithstandingcontrary, the Administrative Agent shall not have any liability arising from from, or be responsible for any loss, cost or expense suffered by the Borrower, any Subsidiary, any Lender, any Issuing Bank or any other Secured Party as a result of, confirmations of the amount of outstanding Loans Loans, the Letter of Credit Usage or the component amounts thereof, the calculation of the Effective Yield with respect to any Indebtedness, any exchange rate determination or currency conversion, the terms and conditions of any Permitted Intercreditor Agreement, any amendment, supplement or other modification thereof, or the calculation of the outstanding amount of Specified Hedge Obligations or Specified Cash Management Services Obligations.

No Responsibility for Certain Matters. None of the Agents No Agent shall be responsible to any Lender for, or be required to ascertain or inquire as to, Issuing Bank for (i) any statement, recital, warranty or representation (in each case whether written or oral) made in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document (including financial statements) delivered thereunder or in connection therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Loan Document, (iv) the execution, effectiveness, genuineness, validity, enforceability, effectiveness, genuineness, collectability or sufficiency hereof or collectability of any Loan Document or any other agreement, instrument or document, Credit Document; (vii) the use creation, perfection, maintenance, preservation, continuation or priority of proceeds of the Loansany Lien or security interest created, purported to be created or required under any Credit Document; (viiii) the existence value or possible existence the sufficiency of any Default or Event of Default, Collateral; (vii) the financial condition or business affairs of any Borrower or any other Person liable for the payment of any Obligations or (viiiiv) the satisfaction of any condition set forth in Article IV Section 3 or elsewhere in any Loan Documentherein, other than to confirm receipt of items expressly required to be delivered to such Agent; (v) the failure of any Credit Party, orLender, 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 in each any written or oral statements or in any financial or other statements, instruments, reports or certificates or any other documents furnished or made by any Agent to the Lenders or the Issuing Banks or by or on behalf of any Credit Party to any Agent, any Lender or any Issuing Bank in connection with the Credit Documents and the transactions contemplated thereby or for the financial condition or affairs of any Credit Party or any other Person liable for the payment of any Obligations, nor shall any Agent be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained in any of the Credit Documents 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 possible existence of any Default or Event of Default unless and until written notice thereof (stating that it is a “notice of default”) is given to such case, Agent by the Borrower or any Lender) or to make any disclosures with respect to the foregoing. Except as expressly set forth in the Loan Documents, none of the Agents shall have any duty to disclose, nor shall it be liable for the failure to disclose, any information relating to any Borrower that is communicated to or obtained by the entity serving as any Agent or any of their Affiliates in any capacity. Anything contained Notwithstanding anything herein to the contrary notwithstandingcontrary, the Administrative Agent shall not have any liability arising from from, or be responsible for any loss, cost or expense suffered by the Borrower, any Subsidiary, any Lender, any Issuing Bank or any other Secured Party as a result of, confirmations of the amount of outstanding Loans Loans, the Letter of Credit Usage or the component amounts thereof, the calculation of the Effective Yield with respect to any Indebtedness, any exchange rate determination or currency conversion, the terms and conditions of any Permitted Intercreditor Agreement, any amendment, supplement or other modification thereof, or the calculation of the outstanding amount of Specified Hedge Obligations or Specified Cash Management Services Obligations. Notwithstanding anything herein to the contrary, no Agent shall (i) have any responsibility or liability for, or be required to ascertain, inquire, monitor or enforce, compliance with the provisions hereof relating to Disqualified Institutions or Net Short Lenders, (ii) 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 any assignment or participation of loans or disclosure of Confidential Information to any Disqualifed Institution or Net Short Lender.

No Responsibility for Certain Matters. None of the Agents No Agent shall be responsible to any Lender for, or be required to ascertain or inquire as to, any other Secured Party for (i) any statement, recital, warranty or representation (in each case whether written or oral) made in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document (including financial statements) delivered thereunder or in connection therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Loan Document, (iv) the execution, effectiveness, genuineness, validity, enforceability, effectiveness, genuineness, collectability or sufficiency hereof or collectability of any Loan Document or any other agreement, instrument or document, Credit Document; (vii) the use creation, perfection, maintenance, preservation, continuation or priority of proceeds of the Loansany Lien or security interest created, purported to be created or required under any Credit Document; (viiii) the existence value or possible existence the sufficiency of any Default or Event of Default, Collateral; (vii) the financial condition or business affairs of any Borrower or any other Person liable for the payment of any Obligations or (viiiiv) the satisfaction of any condition set forth in Article IV Section 3 or elsewhere in any Loan Documentherein, other than to confirm receipt of items expressly required to be delivered to such Agent; (v) the failure of any Credit Party, orLender 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 in each any written or oral statements or in any financial or other statements, instruments, reports or certificates or any other documents furnished or made by any Agent to the Lenders or by or on behalf of any Credit Party to any Agent or any Lender in connection with the Credit Documents and the transactions contemplated thereby or for the financial condition or affairs of any Credit Party or any other Person liable for the payment of any Obligations, nor shall any Agent be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained in any of the Credit Documents 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 possible existence of any Default or Event of Default unless and until written notice thereof (stating that it is a “notice of default”) is given to such case, Agent by the Borrower or any Lender) or to make any disclosures with respect to the foregoing. Except as expressly set forth in Without limiting the Loan Documents, none generality of the Agents shall have any duty to disclosepreceding sentence, nor shall it be liable for the failure to disclose, any information relating to any Borrower that is communicated to or obtained by the entity serving as any Agent or any of their Affiliates in any capacity. Anything contained notwithstanding anything herein to the contrary notwithstandingcontrary, the Administrative Agent shall not have any liability arising from from, or be responsible for any loss, cost or expense suffered by any Lender as a result of, confirmations of the amount of outstanding Loans, the calculation of All-In Yield with respect to any Indebtedness or the terms and conditions of any Permitted Intercreditor Agreement or any amendment, supplement or other modification thereof. The Administrative Agent shall not be responsible or have any liability for, or have any duty to ascertain, inquire into, monitor or enforce, compliance with the provisions hereof relating to Disqualified Institutions. Without limiting the generality of the foregoing, the Administrative Agent shall not (x) be obligated to ascertain, monitor or inquire as to whether any Lender or Participant or prospective Lender or Participant is a Disqualified Institution or (y) have any liability with respect to or arising out of any assignment or participation of Loans or the component amounts thereofCommitments, or disclosure of confidential information, to any Disqualified Institution.

No Responsibility for Certain Matters. None of the Agents No Agent shall be responsible to any Lender for, or be required to ascertain or inquire as to, any other Secured Party for (i) any statement, recital, warranty or representation (in each case whether written or oral) made in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document (including financial statements) delivered thereunder or in connection therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Loan Document, (iv) the execution, effectiveness, genuineness, validity, enforceability, effectiveness, genuineness, collectability or sufficiency hereof or collectability of any Loan Document or any other agreement, instrument or document, Credit Document; (vii) the use creation, perfection, maintenance, preservation, continuation or priority of proceeds of the Loansany Lien or security interest created, purported to be created or required under any Credit Document; (viiii) the existence value or possible existence the sufficiency of any Default or Event of Default, Collateral; (vii) the financial condition or business affairs of any Borrower or any other Person liable for the payment of any Obligations or (viiiiv) the satisfaction of any condition set forth in Article IV Section 3 or elsewhere in any Loan Documentherein, other than to confirm receipt of items expressly required to be delivered to such Agent; (v) the failure of any Credit Party, orLender 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 in each any written or oral statements or in any financial or other statements, instruments, reports or certificates or any other documents furnished or made by any Agent to the Lenders or by or on behalf of any Credit Party to any Agent or any Lender in connection with the Credit Documents and the transactions contemplated thereby or for the financial condition or affairs of any Credit Party or any other Person liable for the payment of any Obligations, nor shall any Agent be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained in any of the Credit Documents 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 possible existence of any Default or Event of Default unless and until written notice thereof (stating that it is a “notice of default”) is given to such case, Agent by the Borrower or any Lender) or to make any disclosures with respect to the foregoing. Except as expressly set forth in the Loan Documents, none of the Agents shall have any duty to disclose, nor shall it be liable for the failure to disclose, any information relating to any Borrower that is communicated to or obtained by the entity serving as any Agent or any of their Affiliates in any capacity. Anything contained Notwithstanding anything herein to the contrary notwithstandingcontrary, the Administrative Agent shall not have any liability arising from from, or be responsible for any loss, cost or expense suffered by the Borrower, any other Subsidiary, any Lender or any other Secured Party as a result of, confirmations of the amount of outstanding Loans Loans, the calculation of the Effective Yield with respect to any Indebtedness, any exchange rate determination or currency conversion, the terms and conditions of any Permitted Intercreditor Agreement, any amendment, supplement or other modification thereof, or the component amounts thereof.calculation of the outstanding amount of Specified Hedge Obligations or Specified Cash Management Services Obligations. 147

No Responsibility for Certain Matters. None of the Agents No Agent shall be responsible to any Lender for, or be required to ascertain or inquire as to, (i) any statement, recital, warranty or representation (in each case whether written or oral) made in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document (including financial statements) delivered thereunder or in connection therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Loan Document, (iv) for the execution, effectiveness, genuineness, validity, enforceability, effectiveness, genuineness, collectability or sufficiency or collectability of any Loan Document hereof or any other agreementCredit Document or for any representations, instrument warranties, recitals or documentstatements made herein or therein or made in any written or oral statements or in any financial or other statements, (v) the use of proceeds of the Loansinstruments, (vi) the existence reports or possible existence certificates or any other documents furnished or made by any Agent to Lenders or by or on behalf of any Default Credit Party to any Agent or Event of Default, (vii) any Lender in connection with the Credit Documents and the transactions contemplated thereby or for the financial condition or business affairs of any Borrower Credit Party or any other Person liable for the payment of any Obligations Obligations, nor shall any Agent be required to ascertain or (viii) inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained in any of the Credit Documents or as to the use of the proceeds of the Loans or as to the existence or possible existence of any Event of Default or Default or as to the value or sufficiency of any Collateral or as to the satisfaction of any condition set forth in Article IV Section 3 or elsewhere in any Loan Document, herein (other than to confirm receipt of items expressly required to be delivered to such Agent) or to inspect the properties, or, in each such case, books or records of Holdings or any of its Subsidiaries or to make any disclosures with respect to the foregoing. Except as expressly set forth in the Loan Documents, none of the Agents shall have any duty to disclose, nor shall it be liable for the failure to disclose, any information relating to any Borrower that is communicated to or obtained by the entity serving as any Agent or any of their Affiliates in any capacity. Anything contained herein to the contrary notwithstanding, the Administrative Agent shall not have any liability arising from confirmations of the amount of outstanding Loans or the Letter of Credit Usage or the component amounts thereof.. 144

No Responsibility for Certain Matters. (i) None of the Agents or Joint Lead Arrangers shall be responsible to any Lender forother Agent, Joint Lead Arranger or any Lender, or be required to ascertain or inquire as to, (i) any statement, recital, warranty or representation (in each case whether written or oral) made in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document (including financial statements) delivered thereunder or in connection therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Loan Document, (iv) the execution, validity, enforceability, effectiveness, genuineness, sufficiency or collectability of any Loan Document or any other agreement, instrument or document, (v) the use of proceeds of the Loans, (vi) the existence or possible existence of any Default or Event of Default, (vii) the financial condition or business affairs of any Borrower Loan Party or any other Person liable for the payment of any Obligations or (viii) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to such AgentAgent or Joint Lead Arranger, or, in each such case, to make any disclosures with respect to the foregoing. Except as expressly set forth in the Loan Documents, none of the Agents or Joint Lead Arrangers shall have any duty to disclose, nor shall it be liable for the failure to disclose, any information relating to the Tribe or any Borrower Loan Party that is communicated to or obtained by the entity serving as any Agent it or any of their its Affiliates in any capacity. Anything contained herein to the contrary notwithstanding, the Administrative Agent shall not have any liability arising from confirmations of the amount of outstanding Loans or the Letter of Credit Usage or the component amounts thereof.

No Responsibility for Certain Matters. None of the Agents No Agent shall be responsible to any Lender for, or be required to ascertain or inquire as to, (i) any statement, recital, warranty or representation (in each case whether written or oral) made in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document (including financial statements) delivered thereunder or in connection therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Loan Document, (iv) for the execution, effectiveness, genuineness, validity, enforceability, effectiveness, genuineness, collectability or sufficiency or collectability of any Loan Document hereof or any other agreementCredit Document or for any representations, instrument warranties, recitals or documentstatements made herein or therein or made in any written or oral statements or in any financial or other statements, (v) the use of proceeds of the Loansinstruments, (vi) the existence reports or possible existence certificates or any other documents furnished or made by any Agent to Lenders or by or on behalf of any Default Credit Party to any Agent or Event of Default, (vii) any Lender in connection with the Credit Documents and the transactions contemplated thereby or for the financial condition or business affairs of any Borrower Credit Party or any other Person liable for the payment of any Obligations Obligations, nor shall any Agent be required to ascertain or (viii) inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained in any of the Credit Documents or as to the use of the proceeds of the Loans or as to the existence or possible existence of any Event of Default or Default or as to the value or sufficiency of any Collateral or as to the satisfaction of any condition set forth in Article IV Section 3 or elsewhere in any Loan Document, herein (other than to confirm receipt of items expressly required to be delivered to such Agent) or to inspect the properties, or, in each such case, books or records of Holdings or any of its Subsidiaries or to make any disclosures with respect to the foregoing. Except as expressly set forth in the Loan Documents, none of the Agents shall have any duty to disclose, nor shall it be liable for the failure to disclose, any information relating to any Borrower that is communicated to or obtained by the entity serving as any Agent or any of their Affiliates in any capacity. Anything contained herein to the contrary notwithstanding, the Administrative Agent shall not have any liability arising from confirmations of the amount of outstanding Loans or the component amounts thereof.

No Responsibility for Certain Matters. None of the Agents No Agent shall be responsible to any Lender for, or be required to ascertain or inquire as to, Issuing Bank for (i) any statement, recital, warranty or representation (in each case whether written or oral) made in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document (including financial statements) delivered thereunder or in connection therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Loan Document, (iv) the execution, effectiveness, genuineness, validity, enforceability, effectiveness, genuineness, collectability or sufficiency hereof or collectability of any Loan Document or any other agreement, instrument or document, Credit Document; (vii) the use creation, perfection, maintenance, preservation, continuation or priority of proceeds of the Loansany Lien or security interest created, purported to be created or required under any Credit Document; (viiii) the existence value or possible existence the sufficiency of any Default or Event of Default, Collateral; (vii) the financial condition or business affairs of any Borrower or any other Person liable for the payment of any Obligations or (viiiiv) the satisfaction of any condition set forth in Article IV Section 3 or elsewhere in any Loan Documentherein, other than to confirm receipt of items expressly required to be delivered to such Agent; (v) the failure of any Credit Party, orLender, 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 in each such caseany written or oral statements or in any financial or other statements, to make instruments, reports or certificates or any disclosures with respect other documents furnished or made by any Agent to the foregoing. Except as expressly set forth Lenders or the Issuing Banks or by or on behalf of any Credit Party to any Agent, any Lender or any Issuing Bank in connection with the Loan Documents, none Credit Documents and the transactions contemplated thereby or for the financial condition or affairs of any Credit Party or any other Person liable for the Agents shall have payment of any duty to discloseObligations, nor shall it be liable for the failure to disclose, any information relating to any Borrower that is communicated to or obtained by the entity serving as any Agent be required to ascertain or inquire as to the performance or observance of any of their Affiliates the terms, conditions, provisions, covenants or agreements contained in any capacity. Anything contained herein of the Credit Documents or as to the contrary notwithstanding, the Administrative Agent shall not have any liability arising from confirmations use of the amount proceeds of outstanding the Loans or as to the component amounts thereof.existence or possible existence of any Default or Event of Default (nor shall any Agent be deemed to have knowledge of the existence or possible existence of any Default or Event of Default unless and until written notice thereof (stating that it

No Responsibility for Certain Matters. None of the Agents The Agent shall not be responsible to any Lender for, or be required to ascertain or inquire as to, (i) any statement, recital, warranty or representation (in each case whether written or oral) made in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document (including financial statements) delivered thereunder or in connection therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Loan Document, (iv) the execution, validity, enforceability, effectiveness, genuineness, sufficiency or collectability of any Loan Document or any other agreement, instrument or document, (v) the use of proceeds of the Loans, (vi) the existence or possible existence of any Default or Event of Default, (vii) the financial condition or business affairs of any Borrower Credit Party or any other Person liable for the payment of any Obligations or (viii) the satisfaction of any condition set forth in Article IV Section 7 or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to such the Agent, or, in each such case, to make any disclosures with respect to the foregoing. Except as expressly set forth in the Loan Documents, none of the Agents Agent shall have any no duty to disclose, nor shall it be liable for the failure to disclose, any information relating to Borrower or any Borrower of its Subsidiaries that is communicated to or obtained by the entity serving as any Agent or any of their its Affiliates in any capacity. Anything contained herein to the contrary notwithstanding, the Administrative Agent shall not have any liability arising from confirmations of the amount of outstanding Loans or the component amounts thereof.

No Responsibility for Certain Matters. None of the The Agents shall not be responsible to for or have any Lender for, or be required duty to ascertain or inquire as to, into (i) any statement, recital, warranty or representation (in each case whether written or oral) made in or in connection with this Agreement or any Loan other Credit Document, (ii) the contents of any certificate, report or other document (including financial statements) delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Loan Document, (iv) herein or therein or the execution, validity, enforceability, effectiveness, genuineness, sufficiency or collectability of any Loan Document or any other agreement, instrument or document, (v) the use of proceeds of the Loans, (vi) the existence or possible existence occurrence of any Default or Event of Default, (viiiv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Credit Document or any other agreement, instrument or document or the existence, value, perfection or priority of any Lien or security interest created or purported to be created by the Credit Documents, (v) the satisfaction of any condition set forth in Section 3 or elsewhere herein. Neither the Agent nor any Indemnitee Agent Party shall be responsible for the adequacy, accuracy and/or completeness of any information (whether oral or written) supplied by the Agent or any other Person given in, pursuant to or in connection with any Credit Document, (vi)for the financial condition or business affairs of any Borrower Credit Party or any other Person liable for the payment of any Obligations or (viiivii) as to the satisfaction use of the proceeds of the Loans or as to the existence or possible existence of any condition set forth in Article IV Event of Default or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to such Agent, or, in each such case, Default or to make any disclosures with respect to the foregoing. Except as expressly set forth in the Loan Documents, none of the Agents shall have any duty to disclose, nor shall it be liable for the failure to disclose, any information relating to any Borrower that is communicated to or obtained by the entity serving as any Agent or any of their Affiliates in any capacity. Anything contained herein to the contrary notwithstanding, the Administrative Agent shall not have any liability arising from confirmations of the amount of outstanding Loans or the component amounts thereof.Loans. 110

No Responsibility for Certain Matters. None of the Agents No Agent shall be responsible to any Lender forfor the execution, effectiveness, genuineness, validity, enforceability, collectability or sufficiency of this Agreement or any other Loan Document or any other document or instrument furnished in connection herewith or therewith (including, for the avoidance of doubt, in connection with the Administrative Agent’s reliance on any Electronic Signature transmitted by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page), or for any representations, warranties, recitals or statements made herein or therein or made in any written or oral statements or in any financial or other statements, instruments, reports or certificates or any other documents furnished or made by any Agent to the Lenders or by or on behalf of the Borrower to any Agent or any Lender in connection with the Loan Documents and the transactions contemplated thereby or for the financial condition or business affairs of the Group Members or any other Person liable for the payment of any Obligations or Affiliate of the Group Members or any such Person, nor shall any Agent be required to ascertain or inquire as to, into (i) any statement, recital, warranty or representation (in each case whether written or oral) made in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document (including financial statements) delivered thereunder or in connection therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Loan DocumentDocument or the occurrence of any Potential Event of Default or Event of Default, (iv) the executionsufficiency, validity, enforceability, effectiveness, genuineness, sufficiency effectiveness or collectability genuineness of any Loan Document or any other agreement, instrument or document, or (v) the use of proceeds of the Loans, (vi) the existence or possible existence of any Default or Event of Default, (vii) the financial condition or business affairs of any Borrower or any other Person liable for the payment of any Obligations or (viii) the satisfaction of any condition set forth in Article IV Section 3 or elsewhere in any Loan Document, other than to confirm receipt of items (which on their face purport to be such items) expressly required to be delivered to such Agent, or, in each Agent or satisfaction of any condition that expressly refers to the matters described therein being acceptable or satisfactory to such case, Agent or to make any disclosures with respect to any of the foregoing. Except as expressly set forth in the Loan Documents, none of the Agents shall have any duty to disclose, nor shall it be liable for the failure to disclose, any information relating to any Borrower that is communicated to or obtained by the entity serving as any Agent or any of their Affiliates in any capacity. Anything contained herein in this Agreement to the contrary notwithstanding, the Administrative Agent shall not have any liability arising from confirmations of the amount of outstanding Loans or the component amounts thereof.

No Responsibility for Certain Matters. None of the Agents or the Lead Arranger shall be responsible to any Lender forother Agent or Lead Arranger or any Lender, or be required to ascertain or inquire as to, (i) any statement, recital, warranty or representation (in each case whether written or oral) made in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document (including financial statements) delivered thereunder or in connection therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Loan Document, (iv) the execution, validity, enforceability, effectiveness, genuineness, sufficiency or collectability of any Loan Document or any other agreement, instrument or document, or the creation, perfection or priority of any Lien purported to be created by the Security Documents, (v) the value or sufficiency of any Collateral, (vi) the use of proceeds of the LoansLoans or the use of any Letter of Credit, (vivii) the existence or possible existence of any Default or Event of Default, (viiviii) the financial condition or business affairs of any Borrower Company or any other Person liable for the payment of any Obligations or (viiiix) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to such AgentAgent or Lead Arranger, or, in each such case, to make any disclosures with respect to the foregoingforegoing to the extent expressly required by the terms of the Loan Documents. 137 Except as expressly set forth in the Loan Documents, none of the Agents or the Lead Arranger shall have any duty to disclose, nor shall it be liable for the failure to disclose, any information relating to any Borrower Sponsor, any Company or any Unrestricted Subsidiary that is communicated to or obtained by the entity serving as any Agent it or any of their its Affiliates in any capacity. Anything contained herein to the contrary notwithstanding, the Administrative Agent shall not have any liability arising from confirmations of the amount of outstanding Loans or the Letter of Credit Obligations or the component amounts thereof.

No Responsibility for Certain Matters. None of the Agents No Agent shall be responsible to any Lender for, or be required to ascertain or inquire as to, any other Secured Party for (i) any statement, recital, warranty or representation (in each case whether written or oral) made in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document (including financial statements) delivered thereunder or in connection therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Loan Document, (iv) the execution, effectiveness, genuineness, validity, enforceability, effectiveness, genuineness, collectability or sufficiency hereof or collectability of any Loan Document or any other agreement, instrument or document, Credit Document; (vii) the use creation, perfection, maintenance, preservation, continuation or priority of proceeds of the Loansany Lien or security interest created, purported to be created or required under any Credit Document; (viiii) the existence value or possible existence the sufficiency of any Default or Event of Default, Collateral; (vii) the financial condition or business affairs of any Borrower or any other Person liable for the payment of any Obligations or (viiiiv) the satisfaction of any condition set forth in Article IV Section 3 or elsewhere in any Loan Documentherein, other than to confirm receipt of items expressly required to be delivered to such Agent; (v) the failure of any Credit Party, orLender 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 in each any written or oral statements or in any financial or other statements, instruments, reports or certificates or any other documents furnished or made by any Agent to the Lenders or by or on behalf of any Credit Party to any Agent or any Lender in connection with the Credit Documents and the transactions contemplated thereby or for the financial condition or affairs of any Credit Party or any other Person liable for the payment of any Obligations, nor shall any Agent be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained in any of the Credit Documents 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 possible existence of any Default or Event of Default unless and until written notice thereof (stating that it is a “notice of default”) is given to such case, Agent by the Borrower or any Lender) or to make any disclosures with respect to the foregoing. Except as expressly set forth in Without limiting the Loan Documents, none generality of the Agents shall have any duty to disclosepreceding sentence, nor shall it be liable for the failure to disclose, any information relating to any Borrower that is communicated to or obtained by the entity serving as any Agent or any of their Affiliates in any capacity. Anything contained notwithstanding anything herein to the contrary notwithstandingcontrary, the Administrative Agent shall not have any liability arising from from, or be responsible for any loss, cost or expense suffered by any Lender as a result of, confirmations of the amount of outstanding Loans, or the terms and conditions of the DIP ABL Intercreditor Agreement or any amendment, supplement or other modification thereof. The Administrative Agent shall not be responsible or have any liability for, or have any duty to ascertain, inquire into, monitor or enforce, compliance with the provisions hereof relating to Disqualified Institutions. Without limiting the generality of the foregoing, the Administrative Agent shall not (x) be obligated to ascertain, monitor or inquire as to whether any Lender or Participant or prospective Lender or Participant is a Disqualified Institution or (y) have any liability with respect to or arising out of any assignment or participation of Loans or the component amounts thereof.Commitments, or disclosure of confidential information, to any Disqualified Institution. 108

No Responsibility for Certain Matters. None of the Agents No Agent shall be responsible to any Lender for, or be required to ascertain or inquire as to, Issuing Bank for (i) any statement, recital, warranty or representation (in each case whether written or oral) made in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document (including financial statements) delivered thereunder or in connection therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Loan Document, (iv) the execution, effectiveness, genuineness, validity, enforceability, effectiveness, genuineness, collectability or sufficiency hereof or collectability of any Loan Document or any other agreement, instrument or document, Credit Document; (vii) the use creation, perfection, maintenance, preservation, continuation or priority of proceeds of the Loansany Lien or security interest created, purported to be created or required under any Credit Document; (viiii) the existence value or possible existence the sufficiency of any Default or Event of Default, Collateral; (vii) the financial condition or business affairs of any Borrower or any other Person liable for the payment of any Obligations or (viiiiv) the satisfaction of any condition set forth in Article IV Section 3 or elsewhere in any Loan Documentherein, other than to confirm receipt of items expressly required to be delivered to such Agent; (v) the failure of any Credit Party, orLender, 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 in each any written or oral statements or in any financial or other statements, instruments, reports or certificates or any other documents furnished or made by any Agent to the Lenders or the Issuing Banks or by or on behalf of any Credit Party to any Agent, any Lender or any Issuing Bank in connection with the Credit Documents and the transactions contemplated thereby or for the financial condition or affairs of any Credit Party or any other Person liable for the payment of any Obligations, nor shall any Agent be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained in any of the Credit Documents 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 possible existence of any Default or Event of Default unless and until written notice thereof (stating that it is a “notice of default”) is given to such case, Agent by the Borrower or any Lender) or to make any disclosures with respect to the foregoing. Except as expressly set forth in the Loan Documents, none of the Agents shall have any duty to disclose, nor shall it be liable for the failure to disclose, any information relating to any Borrower that is communicated to or obtained by the entity serving as any Agent or any of their Affiliates in any capacity. Anything contained Notwithstanding anything herein to the contrary notwithstandingcontrary, the Administrative no Agent shall not have any liability arising from from, or be responsible for any loss, cost or expense suffered by the Borrower, any Subsidiary, any Lender or any Issuing Bank as a result of, confirmations of the amount of outstanding Loans Loans, the Letter of Credit Usage or the component amounts thereof, the calculation of 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 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, or material breach by such Agent of its obligations under this Agreement, in each case as determined by a final, non-appealable judgment of a court of competent jurisdiction.

No Responsibility for Certain Matters. None of the Agents No Agent shall be responsible to any Lender for, or be required to ascertain or inquire as to, any other Secured Party for (i) any statement, recital, warranty or representation (in each case whether written or oral) made in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document (including financial statements) delivered thereunder or in connection therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Loan Document, (iv) the execution, effectiveness, genuineness, validity, enforceability, effectiveness, genuineness, collectability or sufficiency hereof or collectability of any Loan Document or any other agreement, instrument or document, Credit Document; (vii) the use creation, perfection, maintenance, preservation, continuation or priority of proceeds of the Loansany Lien or security interest created, purported to be created or required under any Credit Document; (viiii) the existence value or possible existence the sufficiency of any Default or Event of Default, Collateral; (vii) the financial condition or business affairs of any Borrower or any other Person liable for the payment of any Obligations or (viiiiv) the satisfaction of any condition set forth in Article IV Section 3 or elsewhere in any Loan Documentherein, other than to confirm receipt of items expressly required to be delivered to such Agent; (v) the failure of any Credit Party, orLender 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 in each any written or oral statements or in any financial or other statements, instruments, reports or certificates or any other documents furnished or made by any Agent to the Lenders or by or on behalf of any Credit Party to any Agent or any Lender in connection with the Credit Documents and the transactions contemplated thereby or for the financial condition or affairs of any Credit Party or any other Person liable for the payment of any Obligations, nor shall any Agent be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained in any of the Credit Documents 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 possible existence of any Default or Event of Default unless and until written notice thereof (stating that it is a “notice of default”) is given to such case, Agent by the Borrower or any Lender) or to make any disclosures with respect to the foregoing. Except as expressly set forth in Without limiting the Loan Documents, none generality of the Agents shall have any duty to disclosepreceding sentence, nor shall it be liable for the failure to disclose, any information relating to any Borrower that is communicated to or obtained by the entity serving as any Agent or any of their Affiliates in any capacity. Anything contained notwithstanding anything herein to the contrary notwithstandingcontrary, the Administrative Agent shall not have any liability arising from from, or be responsible for any loss, cost or expense suffered by any Lender as a result of, confirmations of the amount of outstanding Loans, or the terms and conditions of the DIP ABL Intercreditor Agreement or any amendment, supplement or other modification thereof. The Administrative Agent shall not be responsible or have any liability for, or have any duty to ascertain, inquire into, monitor or enforce, compliance with the provisions hereof relating to Disqualified Institutions. Without limiting the generality of the foregoing, the Administrative Agent shall not (x) be obligated to ascertain, monitor or inquire as to whether any Lender or Participant or prospective Lender or Participant is a Disqualified Institution or (y) have any liability with respect to or arising out of any assignment or participation of Loans or the component amounts thereof.Commitments, or disclosure of confidential information, to any Disqualified Institution. 123

No Responsibility for Certain Matters. None of the Agents No Agent shall be responsible to any Lender for, or be required to ascertain or inquire as to, (i) any statement, recital, warranty or representation (in each case whether written or oral) made in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document (including financial statements) delivered thereunder or in connection therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Loan Document, (iv) for the execution, effectiveness, genuineness, validity, enforceability, effectiveness, genuineness, collectability or sufficiency or collectability of any Loan Document hereof or any other agreementCredit Document or for any representations, instrument warranties, recitals or documentstatements made herein or therein or made in any written or oral statements or in any financial or other statements, (v) the use of proceeds of the Loansinstruments, (vi) the existence reports or possible existence certificates or any other documents furnished or made by any Agent to Lenders or by or on behalf of any Default Credit Party to any Agent or Event of Default, (vii) any Lender in connection with the Credit Documents and the transactions contemplated thereby or for the financial condition or business affairs of any Borrower Credit Party or any other Person liable for the payment of any Obligations Obligations, nor shall any Agent be required to ascertain or (viii) inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained in any of the Credit Documents or as to the use of the proceeds of the Loans or as to the existence or possible existence of any Event of Default or Default or as to the value or sufficiency of any Collateral or as to the satisfaction of any condition set forth in Article IV Section 3 or elsewhere in any Loan Document, herein (other than to confirm receipt of items expressly required to be delivered to such Agent) or to inspect the properties, or, in each such case, books or records of PubCo or any of its Subsidiaries or to make any disclosures with respect to the foregoing. Except as expressly set forth in the Loan Documents, none of the Agents shall have any duty to disclose, nor shall it be liable for the failure to disclose, any information relating to any Borrower that is communicated to or obtained by the entity serving as any Agent or any of their Affiliates in any capacity. Anything contained herein to the contrary notwithstanding, the Administrative Agent shall not have any liability arising from confirmations of the amount of outstanding Loans or the component amounts thereof.

No Responsibility for Certain Matters. None of the Agents or the Lead Arranger shall be responsible to any Lender forother Agent or Lead Arranger or any Lender, or be required to ascertain or inquire as to, (i) any statement, recital, warranty or representation (in each case whether written or oral) made in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document (including financial statements) delivered thereunder or in connection therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Loan Document, (iv) the execution, validity, enforceability, effectiveness, genuineness, sufficiency or collectability of any Loan Document or any other agreement, instrument or document, or the creation, perfection or priority of any Lien purported to be created by the Security Documents, (v) the value or sufficiency of any Collateral, (vi) the use of proceeds of the Loans, (vivii) the existence or possible existence of any Default or Event of Default, (viiviii) the financial condition or business affairs of any Borrower Company or any other Person liable for the payment of any Obligations or (viiiix) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to such AgentAgent or Lead Arranger, or, in each such case, to make any disclosures with respect to the foregoingforegoing to the extent expressly required by the terms of the Loan Documents. Except as expressly set forth in the Loan Documents, none of the Agents or the Lead Arranger shall have any duty to disclose, nor shall it be liable for the failure to disclose, any information relating to any Borrower Sponsor, any Company or any Unrestricted Subsidiary that is communicated to or obtained by the entity serving as any Agent it or any of their its Affiliates in any capacity. Anything contained herein to the contrary notwithstanding, the Administrative Agent shall not have any liability arising from confirmations of the amount of outstanding Loans or the component amounts thereof.

No Responsibility for Certain Matters. None of the Agents No Agent shall be responsible to any Lender for, or be required to ascertain or inquire as to, any other Secured Party for (i) any statement, recital, warranty or representation (in each case whether written or oral) made in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document (including financial statements) delivered thereunder or in connection therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Loan Document, (iv) the execution, effectiveness, genuineness, validity, enforceability, effectiveness, genuineness, collectability or sufficiency hereof or collectability of any Loan Document or any other agreement, instrument or document, Credit Document; (vii) the use creation, perfection, maintenance, preservation, continuation or priority of proceeds of the Loansany Lien or security interest created, purported to be created or required under any Credit Document; (viiii) the existence value or possible existence the sufficiency of any Default or Event of Default, Collateral; (vii) the financial condition or business affairs of any Borrower or any other Person liable for the payment of any Obligations or (viiiiv) the satisfaction of any condition set forth in Article IV Section 3 or elsewhere in any Loan Documentherein, other than to confirm receipt of items expressly required to be delivered to such Agent; (v) the failure of any Credit Party, orLender 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 in each any written or oral statements or in any financial or other statements, instruments, reports or certificates or any other documents furnished or made by any Agent to the Lenders or by or on behalf of any Credit Party to any Agent or any Lender in connection with the Credit Documents and the transactions contemplated thereby or for the financial condition or affairs of any Credit Party or any other Person liable for the payment of any Obligations, nor shall any Agent be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained in any of the Credit Documents 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 possible existence of any Default or Event of Default unless and until written notice thereof (stating that it is a “notice of default”) is given to such case, Agent by the Borrower or any Lender) or to make any disclosures with respect to the foregoing. Except as expressly set forth in Without limiting the Loan Documents, none generality of the Agents shall have any duty to disclosepreceding sentence, nor shall it be liable for the failure to disclose, any information relating to any Borrower that is communicated to or obtained by the entity serving as any Agent or any of their Affiliates in any capacity. Anything contained notwithstanding anything herein to the contrary notwithstandingcontrary, the Administrative Agent shall not have any liability arising from from, or be responsible for any loss, cost or expense suffered by any Lender as a result of, confirmations of the amount of outstanding Loans, the calculation of All-In Yield with respect to any Indebtedness or the terms and conditions of any Permitted Intercreditor Agreement or any amendment, supplement or other modification thereof. The Administrative Agent shall not be responsible or have any liability for, or have any duty to ascertain, inquire into, monitor or enforce, compliance with the provisions hereof relating ​ 178 to Disqualified Institutions. Without limiting the generality of the foregoing, the Administrative Agent shall not (x) be obligated to ascertain, monitor or inquire as to whether any Lender or Participant or prospective Lender or Participant is a Disqualified Institution or (y) have any liability with respect to or arising out of any assignment or participation of Loans or the component amounts thereofCommitments, or disclosure of confidential information, to any Disqualified Institution.

No Responsibility for Certain Matters. None of the Agents No Agent shall be responsible to any Lender for, or be required to ascertain or inquire as to, (i) any statement, recital, warranty or representation (in each case whether written or oral) made in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document (including financial statements) delivered thereunder or in connection therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Loan Document, (iv) for the execution, effectiveness, genuineness, validity, enforceability, effectiveness, genuineness, collectability or sufficiency or collectability of any Loan Document hereof or any other agreementCredit Document or for any representations, instrument warranties, recitals or documentstatements made herein or therein or made in any written or oral statements or in any financial or other statements, (v) instruments, reports or certificates or any other documents furnished or made by any Agent to Lenders or by or on behalf of Borrower to any Agent or any Lender in connection with the use of proceeds of Credit Documents and the Loans, (vi) the existence transactions contemplated thereby or possible existence of any Default or Event of Default, (vii) for the financial condition or business affairs of any Borrower or any other Person liable for the payment of any Obligations Obligations, nor shall any Agent be responsible for or (viii) have any duty to ascertain or inquire into the satisfaction creation, perfection or priority of any condition set forth in Article IV Lien purported to be created by the Collateral Documents or elsewhere the value, existence, collectability or the sufficiency of any Collateral or any representation, warranty or certificate relating thereto, nor shall any Agent be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained in any Loan Document, other than of the Credit Documents or as to confirm receipt the use of items expressly required the proceeds of the Loans or as to be delivered to such Agent, or, in each such case, the existence or possible existence of any Event of Default or Default or to make any disclosures with respect to the foregoing. Except as expressly set forth in the Loan Documents, none of the Agents shall have any duty to disclose, nor shall it the Administrative Agent be liable for the failure required to disclose, any information relating account to any Borrower that is communicated to or obtained Lender the sum of the profit element of any sum received by the entity serving as any Administrative Agent or any of their Affiliates in any capacityand for its own account. Anything contained herein to the contrary notwithstanding, the Administrative Agent shall not have any liability arising from confirmations of the amount of outstanding Loans or the component amounts thereof.