Common use of No Responsibility for Certain Matters Clause in Contracts

No Responsibility for Certain Matters. Administrative Agent shall not be responsible to any Lender or any Issuing Lender for the execution, effectiveness, genuineness, validity, enforceability, collectibility or sufficiency of this Agreement 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 Administrative Agent to Lenders or Issuing Lenders or by or on behalf of Company to Administrative Agent or any Lender or any Issuing Lender in connection with the Loan Documents and the transactions contemplated thereby or for the financial condition or business affairs of Company or any other Person liable for the payment of any Obligations, nor shall Administrative Agent be required to ascertain or inquire as to (i) the contents of any certificate, report or other document delivered hereunder or thereunder or (ii) the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained in any of the Loan Documents or as to the use of the proceeds of the Loans or the use of the Letters of Credit or as to the existence or possible existence of any Event of Default or Potential Event of Default. Notwithstanding anything contained in this Agreement to the contrary, 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. Administrative Agent shall be deemed not to have knowledge of any Event of Default or Potential Event of Default unless and until written notice describing such Event of Default or Potential Event of Default is given to Administrative Agent by Company, Holdings, any Lender or any Issuing Lender. In determining compliance with any condition hereunder to the making of a Loan, or the issuance of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or Issuing Lender, Administrative Agent may presume that such condition is satisfactory to such Lender or Issuing Lender unless Administrative Agent shall have received notice to the contrary from such Lender or Issuing Lender prior to the making of such Loan or the issuance of such Letter of Credit. Administrative Agent shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose and shall not be liable for the failure to disclose, any information relating to Holdings, Company or any of their respective Subsidiaries that is communicated to or obtained by Administrative Agent or any of its Affiliates in any capacity.

No Responsibility for Certain Matters. Administrative No Agent shall not be responsible to any Lender or any Issuing Lender for the execution, effectiveness, genuineness, validity, enforceability, collectibility collectability or sufficiency hereof or of this Agreement or any other Loan 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 Administrative any Agent to Lenders or Issuing the Lenders or by or on behalf of Company any Credit Party to Administrative any Agent or any Lender or any Issuing Lender in connection with the Loan Credit Documents and the transactions contemplated thereby or for the financial condition or business affairs of Company any Credit Party or any other Person liable for the payment of any Obligations, nor shall Administrative any Agent be required to ascertain or inquire as to (i) the contents of any certificate, report or other document delivered hereunder or thereunder or (ii) the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained in any of the Loan Credit Documents or as to the use of the proceeds of the Term Loans or the use of the Letters of Credit or as to the existence or possible existence of any Default or Event of Default or Potential Event of Default. Notwithstanding anything contained in this Agreement to make any disclosures with respect to the contraryforegoing. Anything contained herein to the contrary notwithstanding, Administrative Agent shall not have any liability arising from confirmations of the amount of outstanding Loans or the Letter of Credit Usage or the component amounts thereofTerm Loans. Administrative Agent shall be deemed not to have knowledge of any Event of Default or Potential Event of Default unless and until written notice describing such Event of Default or Potential Event of Default Borrower acknowledges that it is given to Administrative Agent by Company, Holdings, any Lender or any Issuing Lender. In determining compliance with any condition hereunder to the making of a Loan, or the issuance of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or Issuing Lender, Administrative Agent may presume that such condition is satisfactory to such Lender or Issuing Lender unless Administrative Agent shall have received notice to the contrary from such Lender or Issuing Lender prior to the making of such Loan or the issuance of such Letter of Credit. Administrative Agent shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose and shall not be liable solely responsible for the failure contents of the Initial Approved Budget and all other information, documentation or materials delivered to discloseWilmington Trust FSB by or on behalf of Borrower and its Subsidiaries in connection therewith (collectively, any information relating to Holdings, Company or any of their respective Subsidiaries the “Information”) and acknowledges that is communicated to or obtained by Administrative Agent or any of its Affiliates in any capacityWilmington Trust FSB will be using and relying upon the Information without independent verification thereof.

No Responsibility for Certain Matters. Administrative No Agent nor any of its officers, partners, directors, employees, advisors, attorneys or agents shall not be responsible to any Lender or any Issuing Lender for the execution, effectiveness, genuineness, validity, enforceability, collectibility collectability or sufficiency of this Agreement hereof or any other Loan 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 Administrative any Agent to Lenders or Issuing Lenders or by or on behalf of Company to Administrative Agent or any Credit Party, any Lender or any Issuing 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 Company any Credit Party or any other Person liable for the payment of any Obligations, nor shall Administrative any Agent be required to ascertain or inquire as to (i) the contents of any certificate, report or other document delivered hereunder or thereunder or (ii) the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained in any of the Loan Credit Documents or as to the use of the proceeds of the Loans or the use of the Letters of Credit or as to the existence or possible existence of any Event of Default or Potential Default or to make any disclosures with respect to the foregoing. No Agent nor any of its officers, partners, directors, employees, advisors, attorneys or agents shall be deemed to have knowledge of any Default or Event of DefaultDefault unless and until written notice thereof is given to such Agent by a Borrower or a Lender. Notwithstanding anything Anything contained in this Agreement herein to the contrarycontrary 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. Administrative Agent shall be deemed not to have knowledge of any Event of Default or Potential Event of Default unless and until written notice describing such Event of Default or Potential Event of Default is given to Administrative Agent by Company, Holdings, any Lender or any Issuing Lender. In determining compliance with any condition hereunder to the making of a Loan, or the issuance of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or Issuing Lender, Administrative Agent may presume that such condition is satisfactory to such Lender or Issuing Lender unless Administrative Agent shall have received notice to the contrary from such Lender or Issuing Lender prior to the making of such Loan or the issuance of such Letter of Credit. Administrative Agent shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose and shall not be liable for the failure to disclose, any information relating to Holdings, Company or any of their respective Subsidiaries that is communicated to or obtained by Administrative Agent or any of its Affiliates in any capacity.

No Responsibility for Certain Matters. Administrative No Agent shall not be responsible to any Lender or any Issuing Lender for the execution, effectiveness, genuineness, validity, enforceability, collectibility collectability or sufficiency of this Agreement hereof or any other Loan Document 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 Administrative any Agent to Lenders or Issuing Lenders or by or on behalf of Company any Credit Party to Administrative any Agent or any Lender or any Issuing Lender in connection with the Loan Credit Documents and the transactions contemplated thereby or for the financial condition or business affairs of Company any Credit Party or any other Person liable for the payment of any Obligations, nor shall Administrative any Agent be required to ascertain or inquire as to (i) the contents of any certificate, report or other document delivered hereunder or thereunder or (ii) the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained in any of the Loan Credit Documents or as to the use of the proceeds of the Loans or the use of the Letters of Credit or as to the existence or possible existence of any Event of Default or Potential Default or to make any disclosures with respect to the foregoing. For avoidance of doubt, Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of any Default and/or Event of Default, unless Administrative Agent shall have received written notice from a Lender or any Credit Party referring to this Agreement and describing such Default or Event of Default. Notwithstanding anything Anything contained in this Agreement herein to the contrarycontrary notwithstanding, Administrative Agent shall not have any liability arising from confirmations of the amount of outstanding Loans or the Letter of Credit Usage or the component amounts thereof. Administrative Agent shall be deemed not to have knowledge of any Event of Default or Potential Event of Default unless and until written notice describing such Event of Default or Potential Event of Default is given to Administrative Agent by Company, Holdings, any Lender or any Issuing Lender. In determining compliance with any condition hereunder to the making of a Loan, or the issuance of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or Issuing Lender, Administrative Agent may presume that such condition is satisfactory to such Lender or Issuing Lender unless Administrative Agent shall have received notice to the contrary from such Lender or Issuing Lender prior to the making of such Loan or the issuance of such Letter of Credit. Administrative Agent shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose and shall not be liable for the failure to disclose, any information relating to Holdings, Company or any of their respective Subsidiaries that is communicated to or obtained by Administrative Agent or any of its Affiliates in any capacity.

No Responsibility for Certain Matters. Administrative No Agent shall not be responsible to any Lender or any Issuing Lender Bank Product Provider for the execution, effectiveness, genuineness, validity, enforceability, collectibility collectability or sufficiency of this Agreement 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 Administrative any Agent to Lenders or Issuing Lenders Bank Product Providers or by or on behalf of Company any Loan Party to Administrative Agent any Agent, Bank Product Provider or any Lender or any Issuing Lender in connection with the Loan Documents and the transactions contemplated thereby or for the financial condition or business affairs of Company any Loan Party or any other Person liable for the payment of any Obligations, nor shall Administrative any Agent be required to ascertain or inquire as to (i) the contents of any certificate, report or other document delivered hereunder or thereunder or (ii) the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained in any of the Loan Documents or as to the use of the proceeds of the Loans or the use of the Letters of Credit or as to the existence or possible existence of any Event of Default or Potential Event Default or any other breach of Default. Notwithstanding anything contained in this Agreement a Loan Document or to make any disclosures with respect to the contraryforegoing. Anything contained herein to the contrary notwithstanding, Administrative no 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. Administrative No Agent shall will be deemed not liable for any delay (or any related consequences) in crediting an account with an amount required under the Loan Documents to have knowledge be paid by an Agent if that Agent has taken all necessary steps as soon as reasonably practicable to comply with the regulations or operating procedures of any Event of Default recognised clearing or Potential Event of Default unless and until written notice describing such Event of Default settlement system used by that Agent for that purpose. Nothing in this Agreement shall oblige an Agent to conduct: (i) any “know your customer” or Potential Event of Default is given other procedures in relation to Administrative Agent any person; or (ii) any check on the extent to which any transaction contemplated by Company, Holdings, this Agreement might be unlawful for any Lender or Bank Product Provider or for any Issuing Lender. In determining compliance with Affiliate of any condition hereunder to the making of a Loan, or the issuance of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or Issuing LenderBank Product Provider, Administrative on behalf of any Lender or Bank Product Provider and each Lender or Bank Product Provider confirms to each Agent may presume that it is solely responsible for any such condition procedures or check it is satisfactory required to conduct and that it shall not rely on any statement in relation to such Lender procedures or Issuing Lender unless Administrative Agent shall have received notice to the contrary from such Lender or Issuing Lender prior to the making of such Loan or the issuance of such Letter of Credit. Administrative Agent shall not, except as expressly set forth herein and in the other Loan Documents, have check made by any duty to disclose and shall not be liable for the failure to disclose, any information relating to Holdings, Company or any of their respective Subsidiaries that is communicated to or obtained by Administrative Agent or any of its Affiliates in any capacityAgent.

No Responsibility for Certain Matters. Administrative Agent shall not be responsible to any Lender or any Issuing Lender for the execution, effectiveness, genuineness, validity, enforceability, collectibility or sufficiency of this Agreement 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 Administrative Agent to Lenders or Issuing Lenders or by or on behalf of Company to Administrative Agent or any Lender or any Issuing Lender in connection with the Loan Documents and the transactions contemplated thereby or for the financial condition or business affairs of Company or any other Person liable for the payment of any Obligations, nor shall Administrative Agent be required to ascertain or inquire as to (i) the contents of any certificate, report or other document delivered hereunder or thereunder or (ii) the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained in any of the Loan Documents or as to the use of the proceeds of the Loans or the use of the Letters of Credit or as to the existence or possible existence of any Event of Default or Potential Event of Default. Notwithstanding anything Unless and until Administrative Agent has received written notice of an Event of Default or a Potential Event of Default from Holdings or Company, or of an alleged Event of Default or Potential Event of Default from any Lender, Administrative Agent shall not be deemed to have knowledge of any Event of Default, Potential Event of Default or alleged Event of Default. Except as expressly set forth in the Loan Documents, Administrative Agent shall not have any duty to disclose, nor shall it be liable for the failure to disclose, any information related to Holdings, Company or any of their Subsidiaries that is communicated to or obtained by the Administrative Agent or any of its Affiliates in any capacity. Anything contained in this Agreement to the contrarycontrary notwithstanding, Administrative Agent shall not have any liability arising from confirmations of the amount of outstanding Loans or the Letter of Credit Usage or the component amounts thereof. Administrative Agent shall be deemed not to have knowledge of any Event of Default or Potential Event of Default unless and until written notice describing such Event of Default or Potential Event of Default is given to Administrative Agent by Company, Holdings, any Lender or any Issuing Lender. In determining compliance with any condition hereunder to the making of a Loan, or the issuance of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or Issuing Lender, Administrative Agent may presume that such condition is satisfactory to such Lender or Issuing Lender unless Administrative Agent shall have received notice to the contrary from such Lender or Issuing Lender prior to the making of such Loan or the issuance of such Letter of Credit. Administrative Agent shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose and shall not be liable for the failure to disclose, any information relating to Holdings, Company or any of their respective Subsidiaries that is communicated to or obtained by Administrative Agent or any of its Affiliates in any capacity.

No Responsibility for Certain Matters. Administrative The Common Collateral Agent shall not be responsible to the Credit Agreement Agent, the Senior Secured Notes Trustee, any Lender Additional Agent or any Issuing Lender other Secured Party for the execution, effectiveness, genuineness, validity, enforceability, collectibility collectability or sufficiency of this Agreement hereof or any other Loan Secured Credit Document or for any representations, warranties, recitals or statements made herein or therein or made in any written or oral statements or in any financial or other statements, instruments, reports or certificates or any other documents furnished or made by Administrative the Common Collateral Agent to Lenders or Issuing Lenders or by or on behalf of Company to Administrative Agent or any Lender or any Issuing Lender the Secured Parties in connection with the Loan Secured Credit Documents and the transactions contemplated thereby or for the financial condition or business affairs of Company any Grantor or any other Person liable for the payment of any First Lien Obligations, nor shall Administrative the Common Collateral Agent be required to ascertain or inquire as to (i) the contents of any certificate, report or other document delivered hereunder or thereunder or (ii) the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained in any of the Loan Secured Credit Documents or as to the use of the proceeds of the Loans loans or the use of the Letters of Credit other indebtedness incurred thereunder or as to the existence or possible existence of any Event of Default or Potential Event of Default. Notwithstanding anything contained in this Agreement default or to make any disclosures with respect to the contrary, Administrative foregoing. The Common Collateral Agent shall not have any liability arising from confirmations of the amount of outstanding Loans be responsible for payment, deduction or the Letter of Credit Usage or the component amounts thereof. Administrative Agent shall be deemed not to have knowledge withholding of any Event Taxes in connection with, arising out of Default or Potential Event relating to the performance of Default unless and until written notice describing such Event of Default or Potential Event of Default is given to Administrative Agent by Company, Holdings, any Lender its duties hereunder or any Issuing Lender. In determining compliance with any condition hereunder amounts received pursuant to the making terms of a Loan, this Agreement or the issuance of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or Issuing Lender, Administrative any other Secured Credit Document. The Common Collateral Agent may presume that such condition is satisfactory to such Lender or Issuing Lender unless Administrative Agent shall have received notice to the contrary from such Lender or Issuing Lender prior to the making of such Loan or the issuance of such Letter of Credit. Administrative Agent shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose and shall not be liable under any obligation to maintain any insurance with regards to the Shared Collateral, and the Common Collateral Agent shall not be responsible for any loss that may be suffered by any person as a result of the failure to disclose, any information relating to Holdings, Company or any of their respective Subsidiaries that is communicated to or obtained by Administrative Agent or any of its Affiliates in any capacityShared Collateral not being insured.

No Responsibility for Certain Matters. Administrative No Agent shall not be responsible to any Lender or any Issuing Lender for the execution, effectiveness, genuineness, validity, enforceability, collectibility collectability or sufficiency of this Agreement hereof or any other Loan 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 Administrative any Agent to Lenders or Issuing Lenders or by or on behalf of Company any Credit Party to Administrative any Agent or any Lender or any Issuing Lender in connection with the Loan Credit Documents and the transactions contemplated thereby or for the financial condition or business affairs of Company any Credit Party or any other Person liable for the payment of any Obligations, nor shall Administrative any Agent be required to ascertain or inquire as to (i) the contents of any certificate, report or other document delivered hereunder or thereunder or (ii) the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained in any of the Loan Credit Documents or as to the use of the proceeds of the Loans or the use of the Letters of Credit or as to the existence or possible existence of any Event of Default or Potential Event of Default. Notwithstanding anything contained in this Agreement Default or to make any disclosures with respect to the contraryforegoing. Anything contained herein to the contrary notwithstanding, Administrative Agent shall not have any liability arising from confirmations of the amount of outstanding Loans or the Letter of Credit Usage or the component amounts thereof. Administrative Without limiting the generality of the foregoing, no Agent shall be deemed responsible or in any manner liable to any Lender for any Agent's failure to comply with Section 33-404 of the Arizona Revised Statute in connection with any and all Mortgages from time to time encumbering real property located in Arizona (the "ARIZONA MORTGAGES") if certain disclosures required of the Agents, as beneficiaries under the Arizona Mortgages, including, among other things, the names and addresses of the Lenders who are the then owners' of the Arizona Mortgages or any beneficial interest therein or in the Loans or Notes secured thereby, are not made in accordance with said statute. Each of the Lenders acknowledges that Agents have made reasonable efforts to have knowledge comply fully with Section 33-404, but may not in the future comply fully or at all with said Section 33-404, but nevertheless holds harmless and indemnifies each Agent for and against any loss or damage resulting from the invalidity, unenforceability, or ineffectiveness, now or hereafter, of any Event of Default or Potential Event of Default unless and until written notice describing such Event of Default or Potential Event of Default all Arizona Mortgages; the Lenders acknowledge that the foregoing is given to Administrative Agent by Company, Holdings, any Lender or any Issuing Lender. In determining compliance with any condition hereunder to the making of a Loan, or the issuance of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or Issuing Lender, Administrative Agent may presume that such condition is satisfactory to such Lender or Issuing Lender unless Administrative Agent shall have received notice to the contrary from such Lender or Issuing Lender prior to the making of such Loan or the issuance of such Letter of Credit. Administrative Agent shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose an agreed risk and shall not be liable for the failure to discloseconstrued as negligence, gross negligence or willful misconduct or other liability whatever of any information relating to Holdings, Company Agent (or any of their respective Subsidiaries that is communicated to or obtained by Administrative Agent or any of its Affiliates in any capacityother Lender).

No Responsibility for Certain Matters. Administrative No Agent shall not be responsible to any Lender or any Issuing Lender for the execution, effectiveness, genuineness, validity, enforceability, collectibility collectability or sufficiency of this Agreement hereof or any other Loan Document Credit Document, for the creation, perfection or priority of Liens on the Collateral or for any representations, warranties, recitals or statements made herein or therein or made in any written or oral statements or in any financial or other statements, instruments, reports or certificates or any other documents furnished or made by Administrative any Agent to Lenders or Issuing Lenders or by or on behalf of Company any Credit Party to Administrative any Agent or any Lender or any Issuing Lender in connection with the Loan Credit Documents and the transactions contemplated thereby or for the financial condition or business affairs of Company any Credit Party or any other Person liable for the payment of any Obligations, nor shall Administrative any Agent be required to ascertain or inquire as to (i) the contents of any certificate, report or other document delivered hereunder or thereunder or (ii) the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained in any of the Loan Credit Documents or as to the use of the proceeds of the Loans or the use of the Letters of Credit or as to the existence or possible existence of any Event of Default or Potential Event of Default. Notwithstanding anything contained in this Agreement Default or to make any disclosures with respect to the contraryforegoing. Anything contained herein to the contrary notwithstanding, Administrative Agent shall not have any liability arising from confirmations of the amount of outstanding Loans or the Letter of Credit Usage or the component amounts thereof. Administrative Agent shall be deemed not to have knowledge of any Event (i) notice of any of the events or circumstances set forth or described in ‎Section 5.1(d) unless and until written notice thereof stating that it is a “notice under Section 5.1(d)” in respect of this Agreement and identifying the specific clause under said Section is given to Administrative Agent by Borrower Representative, or (ii) notice of any Default or Potential Event of Default unless and until written notice describing such thereof (stating that it is a “notice of Default” or a “notice of an Event of Default or Potential Event of Default Default”) is given to Administrative Agent by CompanyBorrower Representative, Holdings, any Lender or any Issuing Lender. In determining compliance with any condition hereunder to the making of a Loan, or the issuance of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or an Issuing Lender, Administrative Agent may presume that such condition is satisfactory to such Lender or Issuing Lender unless Administrative Agent shall have received notice to the contrary from such Lender or Issuing Lender prior to the making of such Loan or the issuance of such Letter of Credit. Administrative Agent shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose and shall not be liable for the failure to disclose, any information relating to Holdings, Company or any of their respective Subsidiaries that is communicated to or obtained by Administrative Agent or any of its Affiliates in any capacityBank.

No Responsibility for Certain Matters. Administrative Agent shall not be responsible to any Lender or any Issuing Lender for the execution, effectiveness, genuineness, validity, enforceability, collectibility collectability or sufficiency of this Agreement 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 Administrative Agent to Lenders or Issuing Lenders or by or on behalf of Company any Loan Party to Administrative Agent or any Lender or any Issuing Lender in connection with the Loan Documents and the transactions contemplated thereby or for the financial condition or business affairs of Company any Loan Party or any other Person liable for the payment of any Obligations, nor shall Administrative Agent be required to ascertain or inquire as to (i) the contents of any certificate, report or other document delivered hereunder or thereunder or (ii) the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained in any of the Loan Documents or as to the use of the proceeds of the Loans or the use of the Letters of Credit or as to the existence or possible existence of any Event of Default or Potential Event of Default. Notwithstanding anything contained in this Agreement Default or to make any disclosures with respect to the contraryforegoing. Anything contained herein to the contrary notwithstanding, Administrative Agent shall not have any liability arising from confirmations of the amount of outstanding Term Loans or the Letter of Credit Usage or the component amounts thereof. In addition, Administrative Agent shall not be deemed not to responsible or have knowledge of any Event of Default or Potential Event of Default unless and until written notice describing such Event of Default or Potential Event of Default is given to Administrative Agent by Company, Holdings, any Lender or any Issuing Lender. In determining compliance with any condition hereunder to the making of a Loanliability for, or the issuance of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or Issuing Lender, Administrative Agent may presume that such condition is satisfactory to such Lender or Issuing Lender unless Administrative Agent shall have received notice to the contrary from such Lender or Issuing Lender prior to the making of such Loan or the issuance of such Letter of Credit. Administrative Agent shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose and ascertain, inquire into, monitor or enforce, compliance with the provisions hereof relating to Disqualified Institutions. Without limiting the generality of the foregoing, Administrative Agent shall not (x) be liable for 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 disclosure of confidential information, to, or the failure to discloserestrictions on any exercise of rights or remedies of, any information relating to Holdings, Company or any of their respective Subsidiaries that is communicated to or obtained by Administrative Agent or any of its Affiliates in any capacityDisqualified Institution.

No Responsibility for Certain Matters. Administrative The Agent shall not be responsible to any Lender or any Issuing Lender for the execution, effectiveness, genuineness, validity, enforceability, collectibility collectability or sufficiency of this Agreement hereof or any other Loan 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 Administrative the Agent to Lenders or Issuing Lenders or by or on behalf of Company the Loan Parties or to Administrative Agent or any Lender or any Issuing Lender in connection with the Loan Transaction Documents and the transactions contemplated thereby or for the financial condition or business affairs of Company the Borrower or any other Person liable for the payment of any Obligationsobligations under the Transaction Documents, nor shall Administrative the Agent be required to ascertain or inquire as to (i) the contents of any certificate, report or other document delivered hereunder or thereunder or (ii) the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained in any of the Loan Transaction Documents or as to the use of the proceeds of the Loans or the use of the Letters of Credit or as to the existence or possible existence of any Default or Event of Default or Potential Event of Default. Notwithstanding anything contained in this Agreement to make any disclosures with respect to the contraryforegoing. Anything contained herein to the contrary notwithstanding, Administrative Agent shall not have any liability arising from confirmations of the amount of outstanding Loans or the Letter of Credit Usage or the component amounts thereofLoan Principal Amounts. Administrative Agent shall be deemed not to have knowledge of any Event of Default or Potential Event of Default unless and until written notice describing such Event of Default or Potential Event of Default is given to Administrative Agent by Company, Holdings, any Lender or any Issuing Lender. In determining compliance with any condition hereunder to the making of a Loan, or the issuance of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or Issuing Lender, Administrative Agent may presume that such condition is satisfactory to such Lender or Issuing Lender unless Administrative Agent shall have received notice no obligation whatsoever to the contrary from such Lender Lenders or Issuing Lender prior to any other Person to ensure that the Collateral exists or is owned by Borrower or is cared for, protected or insured or that the Liens granted to Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to Agent in this Agreement or in any of the other Transaction Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, Agent may act in any manner it may deem appropriate, in its sole discretion, and Agent shall have no duty or liability whatsoever to the making of such Loan or the issuance of such Letter of Credit. Administrative Agent shall notLenders, except for its gross negligence or willful misconduct (as expressly set forth herein determined by a court of competent jurisdiction in a final and in the other Loan Documents, have any duty to disclose and shall not be liable for the failure to disclose, any information relating to Holdings, Company or any of their respective Subsidiaries that is communicated to or obtained by Administrative Agent or any of its Affiliates in any capacitynon-appealable decision).

No Responsibility for Certain Matters. Administrative No Agent shall not be responsible to any Lender or any Issuing Lender Bank for (i) the execution, effectiveness, genuineness, validity, enforceability, collectibility collectability or sufficiency hereof or of this Agreement or any other Loan Document 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 Administrative any Agent to the Lenders or the Issuing Lenders Banks or by or on behalf of Company any Credit Party to Administrative Agent or any Agent, any Lender or any Issuing Lender Bank in connection with the Loan Credit Documents and the transactions contemplated thereby or for the financial condition or business affairs of Company any Credit Party or any other Person liable for the payment of any Obligations, nor shall Administrative any Agent be required to ascertain or inquire as to (i) the contents of any certificate, report or other document delivered hereunder or thereunder or (ii) the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained in any of the Loan Credit Documents or as to the use of the proceeds of the Loans or the use of the Letters of Credit or as to the existence or possible existence of any Default or Event of Default (nor shall any Agent be deemed to have knowledge of the existence or Potential possible existence of any Default or Event of DefaultDefault unless and until written notice thereof (stating that it is a “notice of default”) is given to such Agent by the Borrower or any Lender) or to make any disclosures with respect to the foregoing. Notwithstanding anything contained in this Agreement herein to the contrary, 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 or Loans, the Letter of Credit Usage or the component amounts thereof. Administrative Agent shall be deemed not , the calculation of the Effective Yield with respect to have knowledge any Indebtedness, any exchange rate determination or currency conversion, the terms and conditions of any Event of Default or Potential Event of Default unless and until written notice describing such Event of Default or Potential Event of Default is given to Administrative Agent by Company, HoldingsPermitted Intercreditor Agreement, any Lender amendment, supplement or any Issuing Lender. In determining compliance with any condition hereunder to the making of a Loanother modification thereof, or the issuance calculation of a Letter the outstanding amount of Credit, that by its terms must be fulfilled to the satisfaction of a Lender Specified Hedge Obligations or Issuing Lender, Administrative Agent may presume that such condition is satisfactory to such Lender or Issuing Lender unless Administrative Agent shall have received notice to the contrary from such Lender or Issuing Lender prior to the making of such Loan or the issuance of such Letter of Credit. Administrative Agent shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose and shall not be liable for the failure to disclose, any information relating to Holdings, Company or any of their respective Subsidiaries that is communicated to or obtained by Administrative Agent or any of its Affiliates in any capacitySpecified Cash Management Services Obligations.

No Responsibility for Certain Matters. Administrative No Agent shall not be responsible to any Lender or any Issuing Lender for (i) the execution, effectiveness, genuineness, validity, enforceability, collectibility collectability or sufficiency hereof or of this Agreement or any other Loan Document Credit Document; (ii) [reserved]; (iii) [reserved]; (iv) the satisfaction of any condition set forth in Section 3 or for elsewhere herein, other than to confirm receipt of items expressly required to be delivered to such Agent; (v) the failure of any Credit Party, Lender or other Agent to perform its obligations hereunder or under any other Credit Document; or (vi) any representations, warranties, recitals or statements made herein or therein or made in any written or oral statements or in any financial or other statements, instruments, reports or certificates or any other documents furnished or made by Administrative any Agent to Lenders or Issuing the Lenders or by or on behalf of Company any Credit Party to Administrative any Agent or any Lender or any Issuing Lender in connection with the Loan Credit Documents and the transactions contemplated thereby or for the financial condition or business affairs of Company any Credit Party or any other Person liable for the payment of any Obligations, nor shall Administrative any Agent be required to ascertain or inquire as to (i) the contents of any certificate, report or other document delivered hereunder or thereunder or (ii) the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained in any of the Loan Credit Documents or as to the use of the proceeds of the Loans or the use of the Letters of Credit or as to the existence or possible existence of any Default or Event of Default (nor shall any Agent be deemed to have knowledge of the existence or Potential possible existence of any Default or Event of DefaultDefault unless and until written notice thereof (stating that it is a “notice of default”) is given to such Agent by the Borrower or any Lender) or to make any disclosures with respect to the foregoing. Notwithstanding anything contained in this Agreement herein to the contrary, 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 of Credit Usage or the component amounts thereof. Administrative contrary, no Agent shall (i) have any responsibility or liability for, or be deemed not 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 knowledge any liability arising out of any Event assignment or participation of Default Loans or Potential Event disclosure of Default unless and until written notice describing such Event of Default Confidential Information to any Disqualified Institution or Potential Event of Default is given to Administrative Agent by Company, Holdings, any Lender or any Issuing Net Short Lender. In determining compliance with any condition hereunder to the making of a Loan, or the issuance of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or Issuing Lender, Administrative Agent may presume that such condition is satisfactory to such Lender or Issuing Lender unless Administrative Agent shall have received notice to the contrary from such Lender or Issuing Lender prior to the making of such Loan or the issuance of such Letter of Credit. Administrative Agent shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose and shall not be liable for the failure to disclose, any information relating to Holdings, Company or any of their respective Subsidiaries that is communicated to or obtained by Administrative Agent or any of its Affiliates in any capacity.

No Responsibility for Certain Matters. (i) The Administrative Agent shall not be responsible to any Lender or any Issuing Lender for the execution, effectiveness, genuineness, validity, enforceability, collectibility or sufficiency of this Agreement or any other Loan Document Loan, or for any representations, warranties, recitals or statements made herein or therein or made in any written or oral statements statement or in any financial or other statements, instruments, reports or reports, certificates or any other documents in connection herewith or therewith furnished or made by the Administrative Agent to Lenders or Issuing Lenders any Lender or by or on behalf of Company the Borrower to the Administrative Agent or any Lender Lender, or any Issuing Lender in connection with the Loan Documents and the transactions contemplated thereby or for the financial condition or business affairs of Company or any other Person liable for the payment of any Obligations, nor shall Administrative Agent be required to ascertain or inquire as to (i) the contents of any certificate, report or other document delivered hereunder or thereunder or (ii) the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained in any of the Loan Documents herein or therein or as to the use of the proceeds of the Loans Loans, or the use of the Letters of Credit or as to the existence or possible existence of any Event of Default or Potential Event of Default. Notwithstanding anything contained in this Agreement to the contrary, 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. . (ii) The Administrative Agent shall be deemed not to have knowledge of any Event of Default or Potential Event of Default default unless and until written notice describing such Event thereof (stating that it is a “notice of Default or Potential Event of Default default”) is given to the Administrative Agent by Companythe Borrower or a Lender, Holdingsand the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document delivered thereunder or in connection therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Loan Document or the occurrence of any default, (iv) the sufficiency, validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article 3 or elsewhere in any Loan Document, other than to confirm receipt of items (which on their face purport to be such items) expressly required to be delivered to the Administrative Agent or satisfaction of any condition that expressly refers to the matters described therein being acceptable or satisfactory to the Administrative Agent. (iii) Without limiting the foregoing, the Administrative Agent (i) may treat the payee of any promissory note as its holder until such promissory note has been assigned in accordance with Section 9.15, (ii) may rely on the Register to the extent set forth in Section 9.15, (iii) may consult with legal counsel (including counsel to the Borrower), independent public accountants and other experts selected by it, and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts, (iv) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations made by or on behalf of the Borrower in connection with this Agreement or any Issuing Lender. In other Loan Document, (v) in determining compliance with any condition hereunder to the making of a Loan, or the issuance of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or Issuing Lender, Administrative Agent may presume that such condition is satisfactory to such Lender or Issuing Lender unless the Administrative Agent shall have received notice to the contrary from such Lender or Issuing Lender prior to sufficiently in advance of the making of such Loan and (vi) shall be entitled to rely on, and shall incur no liability under or the issuance in respect of such Letter of Credit. Administrative Agent shall not, except as expressly set forth herein and in the this Agreement or any other Loan Documents, have any duty to disclose and shall not be liable for the failure to discloseDocument by acting upon, any information relating notice, consent, certificate or other instrument or writing (which writing may be a fax, an electronic message, Internet or intranet website posting or other distribution) and believed by it to Holdings, Company be genuine and signed or any of their respective Subsidiaries that is communicated to sent or obtained otherwise authenticated by Administrative Agent the proper party or any of its Affiliates in any capacityparties.

No Responsibility for Certain Matters. Administrative No Agent shall not be responsible to any Lender or any Issuing Lender Bank for (i) the execution, effectiveness, genuineness, validity, enforceability, collectibility collectability or sufficiency hereof or of this Agreement or any other Loan Document 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 Administrative any Agent to the Lenders or the Issuing Lenders Banks or by or on behalf of Company any Credit Party to Administrative Agent or any Agent, any Lender or any Issuing Lender Bank in connection with the Loan Credit Documents and the transactions contemplated thereby or for the financial condition or business affairs of Company any Credit Party or any other Person liable for the payment of any Obligations, nor shall Administrative any Agent be required to ascertain or inquire as to (i) the contents of any certificate, report or other document delivered hereunder or thereunder or (ii) the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained in any of the Loan Credit Documents or as to the use of the proceeds of the Loans or the use of the Letters of Credit or as to the existence or possible existence of any Default or Event of Default (nor shall any Agent be deemed to have knowledge of the existence or Potential possible existence of any Default or Event of DefaultDefault unless and until written notice thereof (stating that it is a “notice of default”) is given to such Agent by the Borrower or any Lender) or to make any disclosures with respect to the foregoing. Notwithstanding anything contained in this Agreement herein to the contrary, 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 or Loans, the Letter of Credit Usage or the component amounts thereof. Administrative Agent shall be deemed not , the calculation of the Effective Yield with respect to have knowledge any Indebtedness, any exchange rate determination or currency conversion, the terms and conditions of any Event of Default or Potential Event of Default unless and until written notice describing such Event of Default or Potential Event of Default is given to Administrative Agent by Company, HoldingsPermitted Intercreditor Agreement, any Lender amendment, supplement or any Issuing Lender. In determining compliance with any condition hereunder to the making of a Loanother modification thereof, or the issuance calculation of a Letter the outstanding amount of Credit, that by its terms must be fulfilled Specified Hedge Obligations or Specified Cash Management Services Obligations. Notwithstanding anything herein to the satisfaction of 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 Issuing Lender, Administrative Agent may presume that such condition participant is satisfactory to such a Disqualified Institution or Net Short Lender or Issuing Lender unless Administrative Agent shall have received notice to the contrary from such Lender or Issuing Lender prior to the making of such Loan or the issuance of such Letter of Credit. Administrative Agent shall not, except as expressly set forth herein and in the other Loan Documents, (iii) have any duty liability arising out of any assignment or participation of loans or disclosure of Confidential Information to disclose and shall not be liable for the failure to disclose, any information relating to Holdings, Company Disqualifed Institution or any of their respective Subsidiaries that is communicated to or obtained by Administrative Agent or any of its Affiliates in any capacityNet Short Lender.

No Responsibility for Certain Matters. Administrative Agent shall not be responsible to any Lender or any Issuing Lender for the execution, effectiveness, genuineness, validity, enforceability, collectibility collectability or sufficiency of this Agreement 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 Administrative Agent to Lenders or Issuing Lenders or by or on behalf of Company any Loan Party to Administrative Agent or any Lender or any Issuing Lender in connection with the Loan Documents and the transactions contemplated thereby or for the financial condition or business affairs of Company any Loan Party or any other Person liable for the payment of any Obligations, nor shall Administrative Agent be required to ascertain or inquire as to (i) the contents of any certificate, report or other document delivered hereunder or thereunder or (ii) the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained in any of the Loan Documents or as to the use of the proceeds of the Loans or the use of the Letters of Credit or as to the existence or possible existence of any Event of Default or Potential Event of Default. Notwithstanding anything contained in this Agreement Default or to make any disclosures with respect to the contraryforegoing. Anything contained herein to the contrary notwithstanding, Administrative Agent shall not have any liability arising from confirmations of the amount of outstanding Term Loans or the Letter of Credit Usage or the component amounts thereof. In addition, Administrative Agent shall not be deemed not to responsible or have knowledge of any Event of Default or Potential Event of Default unless and until written notice describing such Event of Default or Potential Event of Default is given to Administrative Agent by Company, Holdings, any Lender or any Issuing Lender. In determining compliance with any condition hereunder to the making of a Loanliability for, or the issuance of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or Issuing Lender, Administrative Agent may presume that such condition is satisfactory to such Lender or Issuing Lender unless Administrative Agent shall have received notice to the contrary from such Lender or Issuing Lender prior to the making of such Loan or the issuance of such Letter of Credit. Administrative Agent shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose and ascertain, inquire into, monitor or enforce, compliance with the provisions hereof relating to Disqualified Institutions. Without limiting the generality of the foregoing, Administrative Agent shall not ‎(x) be liable for 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 disclosure of confidential information, to, or the failure to discloserestrictions on any exercise of rights or remedies of, any information relating to Holdings, Company or any of their respective Subsidiaries that is communicated to or obtained by Administrative Agent or any of its Affiliates in any capacityDisqualified Institution.