Common use of No Responsibility for Certain Matters Clause in Contracts

No Responsibility for Certain Matters. No Agent shall be responsible to any Lender for the execution, effectiveness, genuineness, validity, enforceability, collectibility or sufficiency hereof or 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 documents furnished or made by any Agent to the Lenders or by or on behalf of any Obligor to any Agent or 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 Obligor or any other Person liable for the payment of any First Priority Term Loan 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 First Priority Term Loan Documents 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, Event of Default or Default or to make any disclosures with respect to the foregoing. Anything contained herein to the contrary notwithstanding, the Administrative Agent shall not have any liability arising from confirmations of the amount of outstanding First Priority Term Loans or the component amounts thereof.

No Responsibility for Certain Matters. No Agent shall be responsible to any Lender or Issuing Bank for (i) the execution, effectiveness, genuineness, validity, enforceability, collectibility collectability or sufficiency hereof or of any other First Priority Term 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 or other Agent to perform its obligations hereunder or under any other Credit Document; or (vi) any representations, warranties, recitals or statements made herein or therein or made in any written or oral statements or in any financial or other statements, instruments, reports or certificates (including any Borrowing Base Certificate) or any other documents furnished or made by any Agent to the Lenders or Issuing Banks or by or on behalf of any Obligor Credit Party to any Agent or any Lender or Issuing Bank in connection with the First Priority Term Loan Credit Documents and the transactions contemplated thereby or for the financial condition or business affairs of any Obligor Credit Party or any other Person liable for the payment of any First Priority Term Loan 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 First Priority Term Loan Credit Documents 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, Default or Event of Default (nor shall any Agent be deemed to have knowledge of the existence or possible existence of any Default or Event of Default unless and until written notice thereof (stating that it is a “notice of default”) is given to such Agent by the Borrower or any Lender) or to make any disclosures with respect to the foregoing. Anything contained Notwithstanding anything herein to the contrary notwithstandingcontrary, the Administrative Agent shall not have any liability arising from from, or be responsible for any loss, cost or expense suffered by the Borrower, any Lender, any Issuing Bank or any other Secured Party as a result of, (A) confirmations of the amount of outstanding First Priority Term Loans Loans, the Letter of Credit Usage or the component amounts thereof or the Borrowing Base or the component amounts thereof, (B) calculation of Quarterly Average Excess Availability, Quarterly Average Facility Utilization or Specified Payment Excess Availability Percentage, (C) the terms and conditions of the ABL Intercreditor Agreement or any amendment, supplement or other modification thereof, (D) qualification of (or lapse of qualification of) any Account or Inventory under the eligibility criteria set forth herein, (E) determination of whether the Specified Payment Conditions or the Specified Payment RP Conditions have been satisfied or (F) the calculations of the outstanding amount of any Designated Cash Management Services Obligations, Designated Pari Cash Management Services Obligations, Designated Hedge Obligations and Designated Pari Hedge Obligations and, in the case of any Designated Pari Cash Management Services Obligations or Designated Pari Hedge Obligations, whether the amount thereof is greater or less than the amount of any related Designated Pari Cash Management Services Reserve or Designated Pari Hedge Reserve (it being further agreed that, in determining the amount of any Designated Pari Cash Management Services Reserve, any Designated Pari Hedge Reserve or any other Reserve, the Administrative Agent shall be entitled to rely, and shall be fully protected in relying, on the calculation of Designated Cash Management Services Obligations, Designated Pari Cash Management Services Obligations, Designated Hedge Obligations and Designated Pari Hedge Obligations as set forth in any Borrowing Base Certificate or as otherwise provided to the Administrative Agent by or on behalf of the Borrower or any other Credit Party).

No Responsibility for Certain Matters. No Agent shall be responsible to any Lender for the execution, effectiveness, genuineness, validity, enforceability, collectibility or sufficiency hereof of this Agreement or 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 documents furnished or made by any such Agent to the Lenders or by or on behalf of any Obligor Company to any such Agent or any Lender in connection with the First Priority Term Loan Documents and the transactions contemplated thereby Transactions or for the financial condition or business affairs of any Obligor Company or any other Person liable for the payment of any First Priority Term Loan Obligations, nor shall any such 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 First Priority Term Loan Documents 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, Event of Default or Default Potential Event of Default. The Administrative Agent shall not be responsible or have any liability for, or have any duty to make any disclosures ascertain, inquire into, monitor or enforce, compliance with respect the provisions hereof relating to Disqualified Institutions. Without limiting the generality of the foregoing. Anything contained herein to the contrary notwithstanding, 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 from confirmations out of the amount any assignment or participation of outstanding First Priority Term Loans Loans, or the component amounts thereofdisclosure of confidential information, to any Disqualified Institution.

No Responsibility for Certain Matters. No Agent shall be responsible to any Lender for the execution, effectiveness, genuineness, validity, enforceability, collectibility collectability or sufficiency hereof or any other First Priority Term 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 any Agent to the Lenders or by or on behalf of any Obligor Credit Party or to any Agent or any Lender in connection with the First Priority Term Loan Credit Documents and the transactions contemplated thereby or for the financial condition or business affairs of any Obligor Credit Party or any other Person liable for the payment of any First Priority Term Loan 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 First Priority Term Loan Credit Documents 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, Event of Default or Default or to make any disclosures with respect to the foregoing. Anything contained herein to the contrary notwithstanding, the Administrative Facility Agent shall not have any liability arising from confirmations of the amount of outstanding First Priority Term Loans 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. No Agent shall be responsible to any Lender or Issuing Bank for (i) the execution, effectiveness, genuineness, validity, enforceability, collectibility collectability or sufficiency hereof or of any other First Priority Term 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 any Agent to the Lenders or the Issuing Banks or by or on behalf of any Obligor Credit Party to any Agent Agent, any Lender or any Lender Issuing Bank in connection with the First Priority Term Loan Credit Documents and the transactions contemplated thereby or for the financial condition or business affairs of any Obligor Credit Party or any other Person liable for the payment of any First Priority Term Loan 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 First Priority Term Loan Credit Documents 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, Default or Event of Default (nor shall any Agent be deemed to have knowledge of the existence or possible existence of any Default or Event of Default unless and until written notice thereof (stating that it is a “notice of default”) is given to such Agent by the Borrower or any Lender) or to make any disclosures with respect to the foregoing. Anything contained Notwithstanding anything herein to the contrary notwithstandingcontrary, the Administrative Agent shall not have any liability arising from from, or be responsible for any loss, cost or expense suffered by the Borrower, any Subsidiary, any Lender or any Issuing Bank as a result of, confirmations of the amount of outstanding First Priority Term Loans Loans, the Letter of Credit Usage or the component amounts thereof, the calculation of the Yield Maintenance Amount or the Weighted Average Yield with respect to any Indebtedness, any exchange rate determination or currency conversion, the determination of whether any Class of Term Loans constitutes Incremental Tranche A Term Loans or TLA Term Loans, the terms and conditions of any Permitted Intercreditor Agreement or any Permitted Subordinated Indebtedness Document or of any subordination terms applicable to any Permitted Subordinated Indebtedness or the calculation of the outstanding amount of Specified Hedge Obligations or Specified Cash Management Services Obligations, in each case except to the extent caused by such Agent’s gross negligence or willful misconduct, as determined by a final, non-appealable judgment of a court of competent jurisdiction.

No Responsibility for Certain Matters. No Agent None of the Agents shall be responsible to any Lender for 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, validity, enforceability, collectibility sufficiency or sufficiency hereof collectability of any Loan Document or any other First Priority Term Loan Document agreement, instrument or for any representationsdocument, warranties(v) the use of proceeds of the Loans, recitals (vi) the existence or statements made herein or therein or made in any written or oral statements or in any financial or other statements, instruments, reports or certificates or any other documents furnished or made by any Agent to the Lenders or by or on behalf possible existence of any Obligor to any Agent Default or any Lender in connection with the First Priority Term Loan Documents and the transactions contemplated thereby or for Event of Default, (vii) the financial condition or business affairs of any Obligor Borrower or any other Person liable for the payment of any First Priority Term Obligations or (viii) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan ObligationsDocument, nor shall any Agent be other than to confirm receipt of items expressly required to ascertain or inquire as be delivered to the performance or observance of any of the termssuch Agent, conditionsor, provisionsin each such case, covenants or agreements contained in any of the First Priority Term Loan Documents 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, 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 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. No Agent shall be responsible to any Lender for (i) the execution, effectiveness, genuineness, validity, enforceability, collectibility collectability or sufficiency hereof or of any other First Priority Term 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 to be created under any Credit Document; (iii) the value or the sufficiency of any Collateral; (iv) the satisfaction of any condition set forth in Section 3 or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to such Agent; (v) the failure of any Credit Party, Alon 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 therein in any other Credit Document or made in any written or oral statements or in any financial or other statements, instruments, reports or certificates or any other documents furnished or made by any Agent to the Lenders or by or on behalf of any Obligor Credit Party or Alon Assets to any Agent or any Lender in connection with the First Priority Term Loan Credit Documents and the transactions contemplated thereby or for the financial condition or business affairs of any Obligor Credit Party, Alon Assets or any other Person liable for the payment of any First Priority Term Loan 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 First Priority Term Loan Credit Documents 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, Default or Event of Default (nor shall any Agent be deemed to have knowledge of the existence or possible existence of any Default or Event of Default unless and until written notice thereof (stating that it is a “notice of default”) is given to such Agent by the Borrower or any Lender) or to make any disclosures with respect to the foregoing. Anything contained Notwithstanding anything herein to the contrary notwithstandingcontrary, the Administrative Agent shall not have any liability arising from from, or be responsible for any loss, cost or expense suffered by the Borrower or any Lender as a result of, confirmations of the amount of outstanding First Priority 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. No Agent shall be responsible to any Lender for the execution, effectiveness, genuineness, validity, enforceability, collectibility collectability or sufficiency hereof or any other First Priority Term 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 any Agent to the Lenders or by or on behalf of any Obligor Credit Party to any Agent or any Lender in connection with the First Priority Term Loan Credit Documents and the transactions contemplated thereby or for the financial condition or business affairs of any Obligor Credit Party or any other Person liable for the payment of any First Priority Term Loan 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 First Priority Term Loan Credit Documents 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, Event of Default or Default or as to the value or sufficiency of any Collateral or as to the satisfaction of any condition set forth in Section 3 or elsewhere herein (other than confirm receipt of items expressly required to be delivered to such Agent) or to inspect the properties, books or records of Company or any of its Subsidiaries or to make any disclosures with respect to the foregoing. Anything contained herein to the contrary notwithstanding, 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. No Agent shall be responsible to any Lender or Issuing Bank or any other Secured Party for (i) the execution, effectiveness, genuineness, validity, enforceability, collectibility collectability or sufficiency hereof or of any other First Priority Term 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 (including any Borrowing Base Certificate) or any other documents furnished or made by any Agent to the Lenders or the Issuing Banks or by or on behalf of any Obligor Credit Party to any Agent Agent, any Lender or any Lender Issuing Bank in connection with the First Priority Term Loan Credit Documents and the transactions contemplated thereby or for the financial condition or business affairs of any Obligor Credit Party or any other Person liable for the payment of any First Priority Term Loan 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 First Priority Term Loan Credit Documents or as to the use of the proceeds of the First Priority Term Loans or as to the existence or 1095171012\7\AMERICAS possible existence of any Material Adverse Effect, Default or Event of Default (nor shall any Agent be deemed to have knowledge of the existence or possible existence of any Default or Event of Default unless and until written notice thereof (stating that it is a “notice of default”) is given to such Agent by the Borrower or any Lender) or to make any disclosures with respect to the foregoing. Anything contained Notwithstanding anything herein to the contrary notwithstandingcontrary, the Administrative Agent shall not have any liability arising from from, or be responsible for any loss, cost or expense suffered by the Borrower, any other Subsidiary, any Lender, any Issuing Bank or any other Secured Party as a result of, (A) confirmations of the amount of outstanding First Priority Term Loans Loans, the Letter of Credit Usage or the component amounts thereof or the Borrowing Base or the component amounts thereof, (B) any exchange rate determination or currency conversion, (C) calculation of Quarterly Average Excess Availability, Quarterly Average Facility Utilization, Specified Excess Availability Percentage or any other calculation hereunder, (D) the terms and conditions of the ABL Intercreditor Agreement or any amendment, supplement or other modification thereof, (E) qualification of (or lapse of qualification of) any Account or Inventory under the eligibility criteria set forth herein, (F) determination of whether the applicable Payment Conditions have been satisfied or (G) the calculation of the outstanding amount of Specified Cash Management Services Obligations, Specified Pari Cash Management Services Obligations, Specified Hedge Obligations and Specified Pari Hedge Obligations and, in the case of any Specified Pari Cash Management Services Obligations or Specified Pari Hedge Obligations, whether the amount thereof is greater or less than the amount of any related Specified Pari Cash Management Services Reserve or Specified Pari Hedge Reserve (it being further agreed that, in determining the amount of any Specified Pari Cash Management Services Reserve, any Specified Pari Hedge Reserve or any other Reserve, the Administrative Agent shall be entitled to rely, and shall be fully protected in relying, on the calculation of Specified Cash Management Services Obligations, Specified Pari Cash Management Services Obligations, Specified Hedge Obligations and Specified Pari Hedge Obligations as set forth in any Borrowing Base Certificate or as otherwise provided to the Administrative Agent by or on behalf of the Borrower or any other Credit Party), in each case, except for losses, costs and expenses resulting from the gross negligence or willful misconduct of the Administrative Agent or its Related Parties (as determined by a final, non-appealable judgment of a court of competent jurisdiction).

No Responsibility for Certain Matters. No Agent shall be responsible to any Lender for the execution, effectiveness, genuineness, validity, enforceability, collectibility collectability or sufficiency hereof or any other First Priority Term 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 any Agent to the Lenders or by or on behalf of any Obligor Borrower to any Agent or any Lender in connection with the First Priority Term Loan Credit Documents and the transactions contemplated thereby or for the financial condition or business affairs of any Obligor Borrower or any other Person liable for the payment of any First Priority Term Loan Obligations, nor shall any Agent be responsible for or have any duty to ascertain or inquire into the creation, perfection or priority of any Lien purported to be created by the Collateral Documents or the value, existence, collectability or the sufficiency of any Collateral or any representation, warranty or certificate relating thereto, nor shall any Agent be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained in any of the First Priority Term Loan Credit Documents 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, Event of Default or Default or to make any disclosures with respect to the foregoing, nor shall the Administrative Agent be required to account to any Lender the sum of the profit element of any sum received by Administrative Agent and for its own account. Anything contained herein to the contrary notwithstanding, 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. No Agent shall be responsible to any Lender or any other Secured Party for (i) the execution, effectiveness, genuineness, validity, enforceability, collectibility collectability or sufficiency hereof or of any other First Priority Term 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 or other Agent to perform its obligations hereunder or under any other Credit Document; or (vi) any representations, warranties, recitals or statements made herein or therein or made in any written or oral statements or in any financial or other statements, instruments, reports or certificates or any other documents furnished or made by any Agent to the Lenders or by or on behalf of any Obligor Credit Party to any Agent or any Lender in connection with the First Priority Term Loan Credit Documents and the transactions contemplated thereby or for the financial condition or business affairs of any Obligor Credit Party or any other Person liable for the payment of any First Priority Term Loan 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 First Priority Term Loan Credit Documents 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, Default or Event of Default (nor shall any Agent be deemed to have knowledge of the existence or possible existence of any Default or Event of Default unless and until written notice thereof (stating that it is a “notice of default”) is given to such Agent by the Borrower or any Lender) or to make any disclosures with respect to the foregoing. Anything contained Without limiting the generality of the preceding sentence, notwithstanding anything herein to the contrary notwithstandingcontrary, the Administrative Agent shall not have any liability arising from from, or be responsible for any loss, cost or expense suffered by any Lender as a result of, confirmations of the amount of outstanding First Priority Term Loans, or the terms and conditions of the DIP ABL Intercreditor Agreement or any amendment, supplement or other modification thereof. The Administrative Agent shall not be responsible or have any liability for, or have any duty to ascertain, inquire into, monitor or enforce, compliance with the provisions hereof relating to Disqualified Institutions. Without limiting the generality of the foregoing, the Administrative Agent shall not (x) be obligated to ascertain, monitor or inquire as to whether any Lender or Participant or prospective Lender or Participant is a Disqualified Institution or (y) have any liability with respect to or arising out of any assignment or participation of Loans or the component amounts thereofCommitments, or disclosure of confidential information, to any Disqualified Institution.

No Responsibility for Certain Matters. No Agent shall be responsible to any Lender for the execution, effectiveness, genuineness, validity, enforceability, collectibility collectability or sufficiency hereof or any other First Priority Term 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 any Agent to the Lenders or by or on behalf of any Obligor Credit Party to any Agent or any Lender in connection with the First Priority Term Loan Credit Documents and the transactions contemplated thereby or for the financial condition or business affairs of any Obligor Credit Party or any other Person liable for the payment of any First Priority Term Loan 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 First Priority Term Loan Credit Documents 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, Event of Default or Default or to make any disclosures with respect to the foregoing. Anything contained herein to the contrary notwithstanding, the Administrative Agent shall not have any liability arising from confirmations of the amount of outstanding First Priority Term Loans or the component amounts thereof. Borrower acknowledges that prior to the Closing Date, it assisted Xxxxxxx Xxxxx, in its capacity as Arranger (with “left” side designation), in connection with the syndication of the Facilities, including, without limitation preparing (i) one or more information packages regarding the business, operations, financial projections and prospects of Holdings and its Subsidiaries (collectively, the “Confidential Information Memorandum”) and (ii) all information relating to the transactions contemplated hereunder prepared by or on behalf of Holdings and its Subsidiaries deemed reasonably necessary by Xxxxxxx Sachs to complete the syndication of the Facilities. Borrower acknowledges that it is solely responsible for the contents of any such Confidential Information Memorandum and all other information, documentation or materials delivered to Xxxxxxx Xxxxx by or on behalf of Holdings and its Subsidiaries in connection therewith (collectively, the “Information”) and acknowledges that Xxxxxxx Sachs will be using and relying upon the Information without independent verification thereof.

No Responsibility for Certain Matters. No Agent nor any of its officers, partners, directors, employees, advisors, attorneys or agents shall be responsible to any Lender for the execution, effectiveness, genuineness, validity, enforceability, collectibility collectability or sufficiency hereof or any other First Priority Term 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 any Agent to the Lenders or by or on behalf of any Obligor Credit Party, any Lender or any person providing the Settlement Service to any Agent or any Lender in connection with the First Priority Term Loan Credit Documents and the transactions contemplated hereby or thereby or for the financial condition or business affairs of any Obligor Credit Party or any other Person liable for the payment of any First Priority Term Loan 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 First Priority Term Loan Credit Documents 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, Event of Default or Default or to make any disclosures with respect to the foregoing. No Agent nor any of its officers, partners, directors, employees, advisors, attorneys or agents shall be deemed to have knowledge of any Default or Event of Default unless and until written notice thereof is given to such Agent by a Borrower or a Lender. Anything contained herein to the contrary notwithstanding, the duties of the Administrative Agent shall be administrative in nature and the Administrative Agent shall not have any liability arising from confirmations of the amount of outstanding First Priority Term Loans or the Letter of Credit Usage or the component amounts thereof.

No Responsibility for Certain Matters. No Agent shall be responsible to any Lender for (i) the execution, effectiveness, genuineness, validity, enforceability, collectibility collectability or sufficiency hereof or of any other First Priority Term 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 or other Agent to perform its obligations hereunder or under any other Credit Document; or (vi) any representations, warranties, recitals or statements made herein or therein or made in any written or oral statements or in any financial or other statements, instruments, reports or certificates or any other documents furnished or made by any Agent to the Lenders or by or on behalf of any Obligor Credit Party to any Agent or any Lender in connection with the First Priority Term Loan Credit Documents and the transactions contemplated thereby or for the financial condition or business affairs of any Obligor Credit Party or any other Person liable for the payment of any First Priority Term Loan 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 First Priority Term Loan Credit Documents 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, Default or Event of Default (nor shall any Agent be deemed to have knowledge of the existence or possible existence of any Default or Event of Default unless and until written notice thereof (stating that it is a “notice of default”) is given to such Agent by the Borrower or any Lender) or to make any disclosures with respect to the foregoing. Anything contained herein to the contrary notwithstanding, 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. No Agent shall be responsible to any Lender or any other Secured Party for (i) the execution, effectiveness, genuineness, validity, enforceability, collectibility collectability or sufficiency hereof or of any other First Priority Term 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 or other Agent to perform its obligations hereunder or under any other Credit Document; or (vi) any representations, warranties, recitals or statements made herein or therein or made in any written or oral statements or in any financial or other statements, instruments, reports or certificates or any other documents furnished or made by any Agent to the Lenders or by or on behalf of any Obligor Credit Party to any Agent or any Lender in connection with the First Priority Term Loan Credit Documents and the transactions contemplated thereby or for the financial condition or business affairs of any Obligor Credit Party or any other Person liable for the payment of any First Priority Term Loan 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 First Priority Term Loan Credit Documents 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, Default or Event of Default (nor shall any Agent be deemed to have knowledge of the existence or possible existence of any Default or Event of Default unless and until written notice thereof (stating that it is a “notice of default”) is given to such Agent by the Borrower or any Lender) or to make any disclosures with respect to the foregoing. Anything contained Notwithstanding anything herein to the contrary notwithstandingcontrary, the Administrative Agent shall not have any liability arising from from, or be responsible for any loss, cost or expense suffered by the Borrower, any other Subsidiary, any Lender or any other Secured Party as a result of, confirmations of the amount of outstanding First Priority Term Loans Loans, the calculation of the Effective Yield with respect to any Indebtedness, any exchange rate determination or currency conversion, the terms and conditions of any Permitted Intercreditor Agreement, any amendment, supplement or other modification thereof, or the component amounts thereofcalculation of the outstanding amount of Specified Hedge Obligations or Specified Cash Management Services Obligations.

No Responsibility for Certain Matters. No Agent shall be responsible to any Lender or Issuing Bank or any other Secured Party for (i) the execution, effectiveness, genuineness, validity, enforceability, collectibility collectability or sufficiency hereof or of any other First Priority Term 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 or other Agent to perform its obligations hereunder or under any other Credit Document; or (vi) any representations, warranties, recitals or statements made herein or therein or made in any written or oral statements or in any financial or other statements, instruments, reports or certificates (including any Borrowing Base Certificate) or any other documents furnished or made by any Agent to the Lenders or Issuing Banks or by or on behalf of any Obligor Credit Party to any Agent or any Lender or Issuing Bank in connection with the First Priority Term Loan Credit Documents and the transactions contemplated thereby or for the financial condition or business affairs of any Obligor Credit Party or any other Person liable for the payment of any First Priority Term Loan 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 First Priority Term Loan Credit Documents 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, Default or Event of Default (nor shall any Agent be deemed to have knowledge of the existence or possible existence of any Default or Event of Default unless and until written notice thereof (stating that it is a “notice of default”) is given to such Agent by the Borrower or any Lender) or to make any disclosures with respect to the foregoing. Anything contained herein to Without limiting the contrary notwithstanding, 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.DMFIRM #406105327 v12 220

No Responsibility for Certain Matters. No The Collateral Agent shall not be responsible to any Lender for Purchaser or any other Person for: (i) the creation, perfection or priority of any Lien purported to be created by the Transaction Documents or the value or the sufficiency of any Collateral; or (ii) the execution, effectiveness, genuineness, validity, enforceability, collectibility collectability or sufficiency hereof or any other First Priority Term 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 any the Collateral Agent to the Lenders Purchasers or by or on behalf of the Seller Parties or any Obligor of their Subsidiaries to any the Collateral Agent or any Lender Purchaser in connection with the First Priority Term Loan Transaction Documents and the transactions contemplated thereby or for the financial condition or business affairs of the Seller Parties or any Obligor of their Subsidiaries or any other Person liable for the payment of any First Priority Term Loan Royalty Interest Payments or other Obligations, nor shall any the Collateral 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 First Priority Term Loan Transaction Documents or as to the use of the proceeds of the First Priority Term Loans Investment Amount or as to the existence or possible existence of any Material Adverse Effect, Put Option Event or other breach of Default this Agreement or Default the other Transaction Documents or to make any disclosures with respect to the foregoing, except as expressly provided in any Transaction Document (including the Intercreditor Agreement). Anything contained herein to the contrary notwithstanding, the Administrative Collateral Agent shall not have any liability arising from confirmations of the amount of outstanding First Priority Term Loans Royalty Interest Payments or the component amounts thereof.

No Responsibility for Certain Matters. No The Agent shall not be responsible to any Lender for 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, validity, enforceability, collectibility sufficiency or sufficiency hereof collectability of any Loan Document or any other First Priority Term Loan Document agreement, instrument or for any representationsdocument, warranties(v) the use of proceeds of the Loans, recitals (vi) the existence or statements made herein or therein or made in any written or oral statements or in any financial or other statements, instruments, reports or certificates or any other documents furnished or made by any Agent to the Lenders or by or on behalf possible existence of any Obligor to any Agent or any Lender in connection with the First Priority Term Loan Documents and the transactions contemplated thereby or for Default, (vii) the financial condition or business affairs of any Obligor Credit Party or any other Person liable for the payment of any First Priority Term Obligations or (viii) the satisfaction of any condition set forth in Section 7 or elsewhere in any Loan ObligationsDocument, nor shall any Agent be other than to confirm receipt of items expressly required to ascertain or inquire as be delivered to the performance or observance of any of the termsAgent, conditionsor, provisionsin each such case, covenants or agreements contained in any of the First Priority Term Loan Documents 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, Event of Default or Default or to make any disclosures with respect to the foregoing. Except as expressly set forth in the Loan Documents, the Agent shall have no duty to disclose, nor shall it be liable for the failure to disclose, any information relating to Borrower or any of its Subsidiaries that is communicated to or obtained by the entity serving as Agent or any of its Affiliates in any capacity. Anything contained herein to the contrary notwithstanding, the Administrative Agent shall not have any liability arising from confirmations of the amount of outstanding First Priority Term Loans or the component amounts thereof.

No Responsibility for Certain Matters. No Agent shall be responsible to any Lender for (i) the execution, effectiveness, genuineness, validity, enforceability, collectibility collectability or sufficiency hereof or of any other First Priority Term 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 or other Agent to perform its obligations hereunder or under any other Credit Document; or (vi) any representations, warranties, recitals or statements made herein or therein or made in any written or oral statements or in any financial or other statements, instruments, reports or certificates or any other documents furnished or made by any Agent to the Lenders or by or on behalf of any Obligor Credit Party to any Agent or any Lender in connection with the First Priority Term Loan Credit Documents and the transactions contemplated thereby or for the financial condition or business affairs of any Obligor Credit Party or any other Person liable for the payment of any First Priority Term Loan 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 First Priority Term Loan Credit Documents 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, Default or Event of Default (nor shall any Agent be deemed to have knowledge of the existence or possible existence of any Default or Event of Default unless and until written notice thereof (stating that it is a “notice of default”) is given to such Agent by the Borrower or any Lender) or to make any disclosures with respect to the foregoing. Anything contained Notwithstanding anything herein to the contrary notwithstandingcontrary, the Administrative Agent shall not have any liability arising from from, or be responsible for any loss, cost or expense suffered by the Borrower, any Subsidiary or any Lender as a result of, confirmations of the amount of outstanding First Priority Term Loans Loans, the calculation of the Yield Maintenance Amount or the component amounts thereofWeighted Average Yield with respect to any Indebtedness, any exchange rate determination or currency conversion, the terms and conditions of any Permitted Intercreditor Agreement or any Permitted Subordinated Indebtedness Document or of any subordination terms applicable to any Permitted Subordinated Indebtedness, in each case except to the extent caused by such Agent’s gross negligence or willful misconduct, as determined by a final, non-appealable judgment of a court of competent jurisdiction.

No Responsibility for Certain Matters. No Agent None of the Agents or the Lead Arranger shall be responsible to any Lender for other 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, validity, enforceability, collectibility sufficiency or sufficiency hereof collectability of any Loan Document or any other First Priority Term Loan Document agreement, instrument or for any representationsdocument, warrantiesor the creation, recitals perfection or statements made herein or therein or made in any written or oral statements or in any financial or other statements, instruments, reports or certificates or any other documents furnished or made by any Agent to the Lenders or by or on behalf priority of any Obligor Lien purported to be created by the Security Documents, (v) the value or sufficiency of any Agent Collateral, (vi) the use of proceeds of the Loans or the use of any Lender in connection with Letter of Credit, (vii) the First Priority Term Loan Documents and the transactions contemplated thereby existence or for possible existence of any Default or Event of Default, (viii) the financial condition or business affairs of any Obligor Company or any other Person liable for the payment of any First Priority Term Obligations or (ix) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan ObligationsDocument, nor shall any Agent be other than to confirm receipt of items expressly required to ascertain be delivered to such Agent or inquire as to the performance or observance of any of the termsLead Arranger, conditionsor, provisionsin each such case, covenants or agreements contained in any of the First Priority Term Loan Documents 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, Event of Default or Default or 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 Sponsor, any Company or any Unrestricted Subsidiary that is communicated to or obtained by it or any of its Affiliates in any capacity. Anything contained herein to the contrary notwithstanding, the Administrative Agent shall not have any liability arising from confirmations of the amount of outstanding First Priority Term Loans or the Letter of Credit Obligations or the component amounts thereof.

No Responsibility for Certain Matters. No Agent shall be responsible to any Lender or any other Secured Party for (i) the execution, effectiveness, genuineness, validity, enforceability, collectibility collectability or sufficiency hereof or of any other First Priority Term 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 or other Agent to perform its obligations hereunder or under any other Credit Document; or (vi) any representations, warranties, recitals or statements made herein or therein or made in any written or oral statements or in any financial or other statements, instruments, reports or certificates or any other documents furnished or made by any Agent to the Lenders or by or on behalf of any Obligor Credit Party to any Agent or any Lender in connection with the First Priority Term Loan Credit Documents and the transactions contemplated thereby or for the financial condition or business affairs of any Obligor Credit Party or any other Person liable for the payment of any First Priority Term Loan 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 First Priority Term Loan Credit Documents 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, Default or Event of Default (nor shall any Agent be deemed to have knowledge of the existence or possible existence of any Default or Event of Default unless and until written notice thereof (stating that it is a “notice of default”) is given to such Agent by the Borrower or any Lender) or to make any disclosures with respect to the foregoing. Anything contained Without limiting the generality of the preceding sentence, notwithstanding anything herein to the contrary notwithstandingcontrary, the Administrative Agent shall not have any liability arising from from, or be responsible for any loss, cost or expense suffered by any Lender as a result of, confirmations of the amount of outstanding First Priority Term Loans, the calculation of All-In Yield with respect to any Indebtedness or the terms and conditions of any Permitted Intercreditor Agreement or any amendment, supplement or other modification thereof. The Administrative Agent shall not be responsible or have any liability for, or have any duty to ascertain, inquire into, monitor or enforce, compliance with the provisions hereof relating to Disqualified Institutions. Without limiting the generality of the foregoing, the Administrative Agent shall not (x) be obligated to ascertain, monitor or inquire as to whether any Lender or Participant or prospective Lender or Participant is a Disqualified Institution or (y) have any liability with respect to or arising out of any assignment or participation of Loans or the component amounts thereofCommitments, or disclosure of confidential information, to any Disqualified Institution.

No Responsibility for Certain Matters. No Agent shall be responsible to any Lender or any other Secured Party for (i) the execution, effectiveness, genuineness, validity, enforceability, collectibility collectability or sufficiency hereof or of any other First Priority Term 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 or other Agent to perform its obligations hereunder or under any other Credit Document; or (vi) any representations, warranties, recitals or statements made herein or therein or made in any written or oral statements or in any financial or other statements, instruments, reports or certificates or any other documents furnished or made by any Agent to the Lenders or by or on behalf of any Obligor Credit Party to any Agent or any Lender in connection with the First Priority Term Loan Credit Documents and the transactions contemplated thereby or for the financial condition or business affairs of any Obligor Credit Party or any other Person liable for the payment of any First Priority Term Loan 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 First Priority Term Loan Credit Documents 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, Default or Event of Default (nor shall any Agent be deemed to have knowledge of the existence or possible existence of any Default or Event of Default unless and until written notice thereof (stating that it is a “notice of default”) is given to such Agent by the Borrower or any Lender) or to make any disclosures with respect to the foregoing. Anything contained Without limiting the generality of the preceding sentence, notwithstanding anything herein to the contrary notwithstandingcontrary, the Administrative Agent shall not have any liability arising from from, or be responsible for any loss, cost or expense suffered by any Lender as a result of, confirmations of the amount of outstanding First Priority Term Loans, the calculation of All-In Yield with respect to any Indebtedness or the terms and conditions of any Permitted Intercreditor Agreement or any amendment, supplement or other modification thereof. The Administrative Agent shall not be responsible or have any liability for, or have any duty to ascertain, inquire into, monitor or enforce, compliance with the provisions hereof relating ​ to Disqualified Institutions. Without limiting the generality of the foregoing, the Administrative Agent shall not (x) be obligated to ascertain, monitor or inquire as to whether any Lender or Participant or prospective Lender or Participant is a Disqualified Institution or (y) have any liability with respect to or arising out of any assignment or participation of Loans or the component amounts thereofCommitments, or disclosure of confidential information, to any Disqualified Institution.

No Responsibility for Certain Matters. No Agent shall be responsible to any Lender for the execution, effectiveness, genuineness, validity, enforceability, collectibility collectability or sufficiency hereof or any other First Priority Term 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 any Agent to the Lenders or by or on behalf of any Obligor Credit Party to any Agent or any Lender in connection with the First Priority Term Loan Credit Documents and the transactions contemplated thereby or for the financial condition or business affairs of any Obligor Credit Party or any other Person liable for the payment of any First Priority Term Loan 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 First Priority Term Loan Credit Documents 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, Event of Default or Default or as to the value or sufficiency of any Collateral or as to the satisfaction of any condition set forth in Section 3 or elsewhere herein (other than confirm receipt of items expressly required to be delivered to such Agent) or to inspect the properties, books or records of Holdings or any of its Subsidiaries or to make any disclosures with respect to the foregoing. Anything contained herein to the contrary notwithstanding, 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. (i) No Agent shall be responsible to any Lender for the execution, effectiveness, genuineness, validity, enforceability, collectibility or sufficiency hereof of this Agreement or any other First Priority Term Loan Document or any Letter of Credit, 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 any such Agent to the Lenders any Lender or by or on behalf of any Obligor the Borrower to any such Agent or any Lender in connection with the First Priority Term Loan Documents and the transactions contemplated thereby Lender, or for the financial condition or business affairs of any Obligor or any other Person liable for the payment of any First Priority Term Loan 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 First Priority Term Loan Documents herein or therein or as to the use of the proceeds of the First Priority Term Loans or as to the Letters of Credit, or of the existence or possible existence of any Material Adverse Effect, Event of Default or Default or Potential Event of Default. (ii) The Administrative Agent shall be deemed not to make have knowledge of any disclosures with respect default unless and until written notice thereof (stating that it is a “notice of default”) is given to the foregoing. Anything contained herein to Administrative Agent by the contrary notwithstandingBorrower, a Lender or an Issuing Lender, and the Administrative Agent shall not be responsible for or have any liability arising from confirmations 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 amount of outstanding First Priority Term Loans covenants, agreements or other terms or conditions set forth in any Loan Document or the component amounts thereofoccurrence 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 or Issuing Lender and shall not be responsible to any Lender or Issuing Lender for any statements, warranties or representations made by or on behalf of the Borrower in connection with this Agreement or any 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 an Issuing Lender, 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 sufficiently in advance of the making of such Loan or the issuance of such Letter of Credit and (vi) shall be entitled to rely on, and shall incur no liability under or in respect of this Agreement or any other Loan Document by acting upon, any 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 be genuine and signed or sent or otherwise authenticated by the proper party or parties.

No Responsibility for Certain Matters. No Agent shall be responsible to any Lender or Issuing Bank for (i) the execution, effectiveness, genuineness, validity, enforceability, collectibility collectability or sufficiency hereof or of any other First Priority Term 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 any Agent to the Lenders or the Issuing Banks or by or on behalf of any Obligor Credit Party to any Agent Agent, any Lender or any Lender Issuing Bank in connection with the First Priority Term Loan Credit Documents and the transactions contemplated thereby or for the financial condition or business affairs of any Obligor Credit Party or any other Person liable for the payment of any First Priority Term Loan 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 First Priority Term Loan Credit Documents 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, Default or Event of Default (nor shall any Agent be deemed to have knowledge of the existence or possible existence of any Default or Event of Default unless and until written notice thereof (stating that it is a “notice of default”) is given to such Agent by the Borrower or any Lender) or to make any disclosures with respect to the foregoing. Anything contained Notwithstanding anything herein to the contrary notwithstandingcontrary, the Administrative 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 First Priority Term 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. No Agent shall be responsible to any Lender for the execution, effectiveness, genuineness, validity, enforceability, collectibility or sufficiency hereof or any other First 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 documents furnished or made by any Agent to the Lenders or by or on behalf of any Obligor to any Agent or any Lender in connection with the First Second Priority Term Loan Documents and the transactions contemplated thereby or for the financial condition or business affairs of any Obligor or any other Person liable for the payment of any First Second Priority Term Loan 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 First Second Priority Term Loan Documents or as to the use of the proceeds of the First Second Priority Term Loans or as to the existence or possible existence of any Material Adverse Effect, Event of Default or Default or to make any disclosures with respect to the foregoing. Anything contained herein to the contrary notwithstanding, the Administrative Agent shall not have any liability arising from confirmations of the amount of outstanding First Second Priority Term Loans or the component amounts thereof.

No Responsibility for Certain Matters. (i) No Agent shall be responsible to any Lender for the execution, effectiveness, genuineness, validity, enforceability, collectibility or sufficiency hereof of this Agreement or any other First Priority Term Loan Document or any Letter of Credit, 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 any such Agent to the Lenders any Lender or by or on behalf of any Obligor the Borrower to any such Agent or any Lender in connection with the First Priority Term Loan Documents and the transactions contemplated thereby Lender, or for the financial condition or business affairs of any Obligor or any other Person liable for the payment of any First Priority Term Loan 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 First Priority Term Loan Documents herein or therein or as to the use of the proceeds of the First Priority Term Loans or as to the Letters of Credit, or of the existence or possible existence of any Material Adverse Effect, Event of Default or Default Potential Event of Default. (ii) The Administrative Agent shall be deemed not to have knowledge of any (i) notice of any of the events or to make any disclosures with circumstances set forth or described in Section 5.01(b)(iii) unless and until written notice thereof stating that it is a “notice under Section 5.01(b)(iii)” in respect of this Agreement and identifying the specific clause under said Section is given to the foregoing. Anything contained herein Administrative Agent by the Borrower or (ii) notice of any default unless and until written notice thereof (stating that it is a “notice of default”) is given to the contrary notwithstandingAdministrative Agent by the Borrower, a Lender or an Issuing Lender, and the Administrative Agent shall not be responsible for or have any liability arising from confirmations duty to ascertain or inquire #96109338v22 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 amount of outstanding First Priority Term Loans covenants, agreements or other terms or conditions set forth in any Loan Document or the component amounts thereofoccurrence 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 or Issuing Lender and shall not be responsible to any Lender or Issuing Lender for any statements, warranties or representations made by or on behalf of the Borrower in connection with this Agreement or any 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 an Issuing Lender, 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 sufficiently in advance of the making of such Loan or the issuance of such Letter of Credit and (vi) shall be entitled to rely on, and shall incur no liability under or in respect of this Agreement or any other Loan Document by acting upon, any 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 be genuine and signed or sent or otherwise authenticated by the proper party or parties.

No Responsibility for Certain Matters. No Agent shall be responsible to any Lender or Issuing Bank for (i) the execution, effectiveness, genuineness, validity, enforceability, collectibility collectability or sufficiency hereof or of any other First Priority Term 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 any Agent to the Lenders or the Issuing Banks or by or on behalf of any Obligor Credit Party to any Agent Agent, any Lender or any Lender Issuing Bank in connection with the First Priority Term Loan Credit Documents and the transactions contemplated thereby or for the financial condition or business affairs of any Obligor Credit Party or any other Person liable for the payment of any First Priority Term Loan 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 First Priority Term Loan Credit Documents 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, Default or Event of Default (nor shall any Agent be deemed to have knowledge of the existence or possible existence of any Default or Event of Default unless and until written notice thereof (stating that it is a “notice of default”) is given to such Agent by the Borrower or any Lender) or to make any disclosures with respect to the foregoing. Anything contained Notwithstanding anything herein to the contrary notwithstandingcontrary, the Administrative Agent shall not have any liability arising from from, or be responsible for any loss, cost or expense suffered by the Borrower, any Subsidiary, any Lender, any Issuing Bank or any other Secured Party as a result of, confirmations of the amount of outstanding First Priority Term Loans Loans, the Letter of Credit Usage or the component amounts thereof, the calculation of the Effective Yield with respect to any Indebtedness, any exchange rate determination or currency conversion, the terms and conditions of any Permitted Intercreditor Agreement, any amendment, supplement or other modification thereof, or the calculation of the outstanding amount of Specified Hedge Obligations or Specified Cash Management Services Obligations.

No Responsibility for Certain Matters. No Agent shall be responsible to any Lender for (i) the execution, effectiveness, genuineness, validity, enforceability, collectibility collectability or sufficiency hereof or of any other First Priority Term 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, or other Agent to perform its obligations hereunder or under any other Credit Document; or (vi) any representations, warranties, recitals or statements made herein or therein or made in any written or oral statements or in any financial or other statements, instruments, reports or certificates or any other documents furnished or made by any Agent to the Lenders or by or on behalf of any Obligor Credit Party to any Agent or any Lender in connection with the First Priority Term Loan Credit Documents and the transactions contemplated thereby or for the financial condition or business affairs of any Obligor Credit Party or any other Person liable for the payment of any First Priority Term Loan 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 First Priority Term Loan Credit Documents 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, Default or Event of Default (nor shall any Agent be deemed to have knowledge of the existence or possible existence of any Default or Event of Default unless and until written notice thereof (stating that it is a “notice of default”) is given to such Agent by the Borrower or any Lender) or to make any disclosures with respect to the foregoing. Anything contained Notwithstanding anything herein to the contrary notwithstandingcontrary, the Administrative Agent shall not have any liability arising from from, or be responsible for any loss, cost or expense suffered by the Borrower, any Subsidiary or any Lender as a result of, confirmations of the amount of outstanding First Priority Term Loans Loans, the calculation of the Weighted Average Yield with respect to any Indebtedness, any exchange rate determination or currency conversion, the component amounts thereofterms and conditions of any Permitted Intercreditor Agreement or any Permitted Subordinated Indebtedness Document or of any subordination terms applicable to any Permitted Subordinated Indebtedness, in each case except to the extent caused by such Agent’s gross negligence or willful misconduct, as determined by a final, non-appealable judgment of a court of competent jurisdiction.

No Responsibility for Certain Matters. No Agent None of the Agents or the Lead Arranger shall be responsible to any Lender for other 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, validity, enforceability, collectibility sufficiency or sufficiency hereof collectability of any Loan Document or any other First Priority Term Loan Document agreement, instrument or for any representationsdocument, warrantiesor the creation, recitals perfection or statements made herein or therein or made in any written or oral statements or in any financial or other statements, instruments, reports or certificates or any other documents furnished or made by any Agent to the Lenders or by or on behalf priority of any Obligor Lien purported to be created by the Security Documents, (v) the value or sufficiency of any Agent Collateral, (vi) the use of proceeds of the Loans, (vii) the existence or possible existence of any Lender in connection with the First Priority Term Loan Documents and the transactions contemplated thereby Default or for Event of Default, (viii) the financial condition or business affairs of any Obligor Company or any other Person liable for the payment of any First Priority Term Obligations or (ix) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan ObligationsDocument, nor shall any Agent be other than to confirm receipt of items expressly required to ascertain be delivered to such Agent or inquire as to the performance or observance of any of the termsLead Arranger, conditionsor, provisionsin each such case, covenants or agreements contained in any of the First Priority Term Loan Documents 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, Event of Default or Default or to make any disclosures with respect to the foregoingforegoing to the extent expressly required by the terms of the Loan Documents. Except as expressly set forth in the Loan Documents, none of the Agents or the Lead Arranger shall have any duty to disclose, nor shall it be liable for the failure to disclose, any information relating to any Sponsor, any Company or any Unrestricted Subsidiary that is communicated to or obtained by it or any of its Affiliates in any capacity. Anything contained herein to the contrary notwithstanding, the Administrative Agent shall not have any liability arising from confirmations of the amount of outstanding First Priority Term Loans or the component amounts thereof.

No Responsibility for Certain Matters. No Agent shall be responsible to any Lender Purchaser for the execution, effectiveness, genuineness, validity, enforceability, collectibility collectability or sufficiency hereof or any other First Priority Term 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 any Agent to the Lenders Purchasers or by or on behalf of any Obligor Credit Party to any Agent or any Lender Purchaser in connection with the First Priority Term Loan Credit Documents and the transactions contemplated thereby or for the financial condition or business affairs of any Obligor Credit Party or any other Person liable for the payment of any First Priority Term Loan 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 First Priority Term Loan Credit Documents or as to the use of the proceeds from the issuance of the First Priority Term Loans Notes or as to the existence or possible existence of any Material Adverse Effect, Event of Default or Default or to make any disclosures with respect to the foregoing. No Agent shall be deemed to have any knowledge of any Default or Event of Default unless and until such Agent has received written notice (conspicuously identified as a “notice of default”) providing sufficient detail of such default is given to such Agent by Issuer or any Purchaser, and promptly upon such receipt, the Note Agent shall so notify each Purchaser, the Collateral Agent and the Issuer of such default. Anything contained herein to the contrary notwithstanding, the Administrative Note Agent shall not have any liability arising from confirmations of the amount of outstanding First Priority Term Loans Notes or the component amounts thereof.

No Responsibility for Certain Matters. No Agent shall be responsible to any Lender or any other Person for the execution, effectiveness, genuinenessgenuineness (including the Intercreditor Agreement), validity, enforceability, collectibility collectability or sufficiency hereof or of any other First Priority Term 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 any Agent to the Lenders any Lender or by or on behalf of any Obligor Credit Party to any Agent or any Lender in connection with the First Priority Term Loan Credit Documents and the transactions contemplated thereby or for the financial condition or business affairs of any Obligor Credit Party or any other Person liable for the payment of any First Priority Term Loan Obligations, nor shall any Agent be required to ascertain or inquire as to the performance or GS/Landec – Credit and Guaranty Agreement observance of any of the terms, conditions, provisions, covenants or agreements contained in any of the First Priority Term Loan Credit Documents 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, Default or Event of Default or Default as to the value or sufficiency of any Collateral or as to the satisfaction of any condition set forth in Section 3 or elsewhere herein (other than to confirm receipt of items expressly required to be delivered to such Agent) or to inspect the properties, books or records of Holdings or any of its Subsidiaries or to make any disclosures with respect to the foregoing. Anything contained herein to the contrary notwithstanding, 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. No Administrative Agent shall not be responsible to any Lender for the execution, effectiveness, genuineness, validity, enforceability, collectibility or sufficiency hereof of this Agreement or 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 documents furnished or made by any Administrative Agent to the Lenders or by or on behalf of any Obligor Company to any Administrative Agent or 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 Obligor Company or any other Person liable for the payment of any First Priority Term Loan Obligations, nor shall any Administrative Agent be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained in any of the First Priority Term Loan Documents 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, Event of Default or Potential Event of Default. 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 make have knowledge of any disclosures with respect 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 foregoingfailure 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 herein in this Agreement 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 thereofLoans.

No Responsibility for Certain Matters. No Agent shall be responsible to any Lender for (i) the execution, effectiveness, genuineness, validity, enforceability, collectibility collectability or sufficiency hereof or of any other First Priority Term 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 or other Agent to perform its obligations hereunder or under any other Credit Document; or (vi) any representations, warranties, recitals or statements made herein or therein or made in any written or oral statements or in any financial or other statements, instruments, reports or certificates or any other documents furnished or made by any Agent to the Lenders or by or on behalf of any Obligor Credit Party to any Agent or any Lender in connection with the First Priority Term Loan Credit Documents and the transactions contemplated thereby or for the financial condition or business affairs of any Obligor Credit Party or any other Person liable for the payment of any First Priority Term Loan 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 First Priority Term Loan Credit Documents 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, Default or Event of Default (nor shall any Agent be deemed to have knowledge of the existence or possible existence of any Default or Event of Default unless and until written notice thereof (stating that it is a “notice of default”) is given to such Agent by the Borrower or any Lender) or to make any disclosures with respect to the foregoing. Anything contained Notwithstanding anything herein to the contrary notwithstandingcontrary, the Administrative Agent shall not have any liability arising from from, or be responsible for any loss, cost or expense suffered by the Borrower or any Lender as a result of, confirmations of the amount of outstanding First Priority Term Loans Loans, the calculation of the “weighted average yield” or “effective yield” with respect to any Indebtedness or the component amounts thereofterms and conditions of any Permitted Intercreditor Agreement.

No Responsibility for Certain Matters. No Agent shall be responsible to any Lender for the execution, effectiveness, genuineness, validity, enforceability, collectibility collectability or sufficiency hereof or any other First Priority Term 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 any Agent to the Lenders any Lender or by or on behalf of any Obligor the Borrowers to any Agent or any Lender in connection with the First Priority Term Loan Credit Documents and the transactions contemplated thereby or for the financial condition or business affairs of any Obligor the Borrowers or any other Person liable for the payment of any First Priority Term Loan 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 First Priority Term Loan Credit Documents 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, Event of Default or Default or to make any disclosures with respect to the foregoingforegoing (for the avoidance of doubt the Administrative Agent shall be deemed not to have knowledge of any Default and until notice, clearly labeled as a “notice of default,” stating that a Default has occurred and describing such Default with particularity is given to the Administrative Agent by the Borrowers or a Lender). 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. No Agent shall be responsible to any Lender for the execution, effectiveness, genuineness, validity, enforceability, collectibility collectability or sufficiency hereof of this Agreement or any other First Priority Term 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 any Obligor the Borrower to any Agent or 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 Obligor the Group Members or any other Person liable for the payment of any First Priority Term Loan ObligationsObligations 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, 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 termscovenants, conditions, provisions, covenants agreements or agreements contained other terms or conditions set forth in any of Loan Document or the First Priority Term Loan Documents or as to the use of the proceeds of the First Priority Term Loans or as to the existence or possible existence occurrence of any Material Adverse Effect, Potential Event of Default or Default Event of 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 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 satisfaction of any condition that expressly refers to the matters described therein being acceptable or satisfactory to such Agent or to make any disclosures with respect to any of the foregoing. Anything contained herein in this Agreement to the contrary notwithstanding, the Administrative Agent shall not have any liability arising from confirmations of the amount of outstanding First Priority Term Loans or the component amounts thereof.

No Responsibility for Certain Matters. No Agent shall be responsible to any Lender for the execution, effectiveness, genuineness, validity, enforceability, collectibility collectability or sufficiency hereof or any other First Priority Term 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 any Agent to the Lenders or by or on behalf of any Obligor Credit Party to any Agent or any Lender in connection with the First Priority Term Loan Credit Documents and the transactions contemplated thereby or for the financial condition or business affairs of any Obligor Credit Party or any other Person liable for the payment of any First Priority Term Loan 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 First Priority Term Loan Credit Documents 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, Event of Default or Default or as to the value or sufficiency of any Collateral or as to the satisfaction of any condition set forth in Section 3 or elsewhere herein (other than confirm receipt of items expressly required to be delivered to such Agent) or to inspect the properties, books or records of PubCo or any of its Subsidiaries or to make any disclosures with respect to the foregoing. Anything contained herein to the contrary notwithstanding, the Administrative Agent shall not have any liability arising from confirmations of the amount of outstanding First Priority Term Loans or the component amounts thereof.

No Responsibility for Certain Matters. No Agent shall be responsible to any Lender or Issuing Bank or any other Secured Party for (i) the execution, effectiveness, genuineness, validity, enforceability, collectibility collectability or sufficiency hereof or of any other First Priority Term 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 or other Agent to perform its obligations hereunder or under any other Credit Document; or (vi) any representations, warranties, recitals or statements made herein or therein or made in any written or oral statements or in any financial or other statements, instruments, reports or certificates (including any Borrowing Base Certificate) or any other documents furnished or made by any Agent to the Lenders or Issuing Banks or by or on behalf of any Obligor Credit Party to any Agent or any Lender or Issuing Bank in connection with the First Priority Term Loan Credit Documents and the transactions contemplated thereby or for the financial condition or business affairs of any Obligor Credit Party or any other Person liable for the payment of any First Priority Term Loan Obligations, nor shall any Agent be required to ascertain or inquire as to the performance or 159 observance of any of the terms, conditions, provisions, covenants or agreements contained in any of the First Priority Term Loan Credit Documents 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, Default or Event of Default (nor shall any Agent be deemed to have knowledge of the existence or possible existence of any Default or Event of Default unless and until written notice thereof (stating that it is a “notice of default”) is given to such Agent by the Borrower or any Lender) or to make any disclosures with respect to the foregoing. Anything contained Without limiting the generality of the preceding sentence, notwithstanding anything herein to the contrary notwithstandingcontrary, the Administrative Agent shall not have any duty to ascertain, inquire into, monitor or enforce, or have any liability arising from from, or be responsible for any loss, cost or expense suffered by any Lender, any Issuing Bank or any other Secured Party, as a result of, (A) confirmations of the amount of outstanding First Priority Term Loans Loans, the Letter of Credit Usage or the component amounts thereof or any confirmation of or calculation of the Borrowing Base or the component amounts thereof, (B) calculation of Quarterly Average Excess Availability, Quarterly Average Facility Utilization or Excess Availability, (C) the terms and conditions of any Permitted Intercreditor Agreement or any amendment, supplement or other modification thereof, (D) [reserved], (E) qualification of (or lapse of qualification of) any Account or Inventory under the eligibility criteria set forth herein, (E) the calculations of the outstanding amount of any Designated Cash Management Services Obligations, Designated Pari Cash Management Services Obligations, Designated Hedge Obligations and Designated Pari Hedge Obligations or (F) compliance with Section 9.8.

No Responsibility for Certain Matters. No Agent (i) None of the Agents or Joint Lead Arrangers shall be responsible to any Lender for other 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, validity, enforceability, collectibility sufficiency or sufficiency hereof collectability of any Loan Document or any other First Priority Term Loan Document agreement, instrument or for any representationsdocument, warranties(v) the use of proceeds of the Loans, recitals (vi) the existence or statements made herein or therein or made in any written or oral statements or in any financial or other statements, instruments, reports or certificates or any other documents furnished or made by any Agent to the Lenders or by or on behalf possible existence of any Obligor to any Agent Default or any Lender in connection with the First Priority Term Loan Documents and the transactions contemplated thereby or for Event of Default, (vii) the financial condition or business affairs of any Obligor Loan Party or any other Person liable for the payment of any First Priority Term Obligations or (viii) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan ObligationsDocument, nor shall any Agent be other than to confirm receipt of items expressly required to ascertain be delivered to such Agent or inquire as to the performance or observance of any of the termsJoint Lead Arranger, conditionsor, provisionsin each such case, covenants or agreements contained in any of the First Priority Term Loan Documents 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, 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 or Joint Lead Arrangers shall have any duty to disclose, nor shall it be liable for the failure to disclose, any information relating to the Tribe or any Loan Party that is communicated to or obtained by it or any of its Affiliates in any capacity. Anything contained herein to the contrary notwithstanding, the Administrative Agent shall not have any liability arising from confirmations of the amount of outstanding First Priority Term Loans or the Letter of Credit Usage or the component amounts thereof. (ii) 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 Lenders. 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 Lender or (y) have any liability with respect to or arising out of any assignment or participation of Loans, or disclosure of confidential information, to any Disqualified Lender.