Common use of Trustee’s and Collateral Agent’s Disclaimer Clause in Contracts

Trustee’s and Collateral Agent’s Disclaimer. Neither the Trustee nor the Collateral Agent shall be responsible for and makes no representation as to the validity or adequacy of this Indenture, the Notes, the Secured Note Guarantees or the existence, genuineness, value or protection of or insurance with respect to any Collateral (except for the safe custody of Collateral in the Collateral Agent‟s possession), for the legality, effectiveness or sufficiency or protection of any Security Document, or for the creation, perfection, priority, sufficiency or protection of any Liens securing the Notes Obligations or any other Pari Passu Obligations. Neither the Trustee nor the Collateral Agent shall be responsible for filing any financing or continuation statements or recording any documents or instruments in any public office at any time or times or otherwise perfecting or maintaining the perfection of any Lien or security interest in the Collateral. Neither the Trustee nor the Collateral Agent shall be liable or responsible for the failure of the Company to effect or maintain insurance on the Collateral nor shall either of them be responsible for any loss by reason of want or insufficiency in insurance or by reason of the failure of any insurer in which the insurance is carried to pay the full amount of any loss against which it may have insured the Company, the Trustee, the Collateral Agent, or any other person. Neither the Trustee nor the Collateral Agent shall be accountable for the Company‟s use of the proceeds from the Notes or any money paid to the Company or upon the Company‟s direction under any provision of this Indenture, it shall not be responsible for the use or application of any money received by any Paying Agent other than the Trustee, and it shall not be responsible for any statement or recital herein or any statement in the Notes or any other document in connection with the sale of the Notes or pursuant to this Indenture other than its certificate of authentication.

Trustee’s and Collateral Agent’s Disclaimer. Neither the Trustee nor the Collateral Agent shall be responsible for and neither of them makes no any representation as to the validity or adequacy of this Indenture, the NotesFirst Lien Intercreditor Agreement, the Secured Note Guarantees Notes or the existence, genuineness, value or protection of or insurance with respect to any Collateral (except for the safe custody of Collateral in the Collateral Agent‟s possession), for the legality, effectiveness or sufficiency or protection of any Security Document, or for the creation, perfection, priority, sufficiency or protection of any Liens securing the Notes Obligations or any other Pari Passu ObligationsDocuments. Neither the Trustee nor the Collateral Agent shall be responsible for filing any financing or continuation statements or recording any documents or instruments in any public office at any time or times or otherwise perfecting or maintaining the perfection of any Lien or security interest in the Collateral. Neither the Trustee nor the Collateral Agent shall be liable or responsible for the failure of the Company to effect or maintain insurance on the Collateral nor shall either of them be responsible for any loss by reason of want or insufficiency in insurance or by reason of the failure of any insurer in which the insurance is carried to pay the full amount of any loss against which it may have insured the Company, the Trustee, the Collateral Agent, or any other person. Neither the Trustee nor the Collateral Agent shall be accountable for the Company‟s Issuers’ use of the proceeds from the Notes or any money paid to sale of the Company or upon the Company‟s direction under any provision Notes, neither of this Indenture, it them shall not be responsible for the use or application of any money received by any Paying Agent other than the Trustee, Trustee or any money paid to the Issuers pursuant to the terms of this Indenture and it neither of them shall not be responsible for any statement of the Company or recital herein the Issuers in this Indenture or in any statement in the Notes or any other document issued in connection with the sale of the Notes or pursuant to this Indenture in the Notes other than its the Trustee’s certificate of authentication. The Trustee shall have no duty to ascertain or inquire as to the performance or observance of any of the terms of this Indenture, the First Lien Intercreditor Agreement or any of the Security Documents by the Issuer, any Guarantor, the Collateral Agent or any other party thereto. The Trustee has no obligation whatsoever to the Holders or any other Person to assure that the Collateral exists or is owned by the Issuer or any Guarantor or is cared for, protected, or insured or has been encumbered, or that the Collateral Agent’s Liens have been properly or sufficiently or lawfully created, perfected, protected, maintained or enforced or are entitled to any particular priority, or to determine whether all of the Issuers’ or Guarantors’ property constituting Collateral intended to be subject to the Lien and security interest of the Security Documents has been properly and completely listed or delivered, as the case may be, or the genuineness, validity, marketability or sufficiency thereof or title thereto. The Trustee shall shall have no responsibility for the perfection or maintenance of the perfection of the security interest in the Collateral, including no duty to file any financing statements, continuation statements, amendments or other documents in connection therewith.

Trustee’s and Collateral Agent’s Disclaimer. Neither the Trustee nor the Collateral Agent shall be responsible for and makes no representation as to the validity or adequacy of this Indenture, the Notes, the Secured Note Guarantees or the existence, genuineness, value or protection of or insurance with respect to any Collateral (except for the safe custody of Collateral in the Collateral Agent‟s Agent’s possession), for the legality, effectiveness or sufficiency or protection of any Security Document, or for the creation, perfection, priority, sufficiency or protection of any Liens securing the Notes Obligations or any other Pari Passu Obligations. Neither the Trustee nor the Collateral Agent shall be responsible for filing any financing or continuation statements or recording any documents or instruments in any public office at any time or times or otherwise perfecting or maintaining the perfection of any Lien or security interest in the Collateral. Neither the Trustee nor the Collateral Agent shall be liable or responsible for the failure of the Company to effect or maintain insurance on the Collateral nor shall either of them be responsible for any loss by reason of want or insufficiency in insurance or by reason of the failure of any insurer in which the insurance is carried to pay the full amount of any loss against which it may have insured the Company, the Trustee, the Collateral Agent, or any other person. Neither the Trustee nor the Collateral Agent shall be accountable for the Company‟s Company’s use of the proceeds from the Notes or any money paid to the Company or upon the Company‟s Company’s direction under any provision of this Indenture, it shall not be responsible for the use or application of any money received by any Paying Agent other than the Trustee, and it shall not be responsible for any statement or recital herein or any statement in the Notes or any other document in connection with the sale of the Notes or pursuant to this Indenture other than its certificate of authentication.

Trustee’s and Collateral Agent’s Disclaimer. (a) Neither the Trustee nor the Collateral Agent shall will be responsible for and makes no representation as to the validity or adequacy of this Indenture or the Notes, they shall not be accountable for the Company’s use of the proceeds from the Notes or any money paid to the Company or upon the Company’s direction under any provision of this Indenture, they will not be responsible for the use or application of any money received by any Paying Agent (other than itself as Paying Agent), and they will not be responsible for any statement or recital herein or any statement in the Notes, the Secured Note Guarantees or any Collateral Agreements or any other document in connection with the existencesale of the Notes or pursuant to this Indenture other than the Trustee’s certificate of authentication. (b) Beyond the exercise of reasonable care in the custody thereof and the fulfillment of its obligations under this Indenture and the Collateral Agreements, genuineness, value or protection of or insurance with respect neither the Trustee nor the Collateral Agent shall have a duty as to any Collateral (except for the safe custody of Collateral in its possession or control or in the Collateral Agent‟s possession), for the legality, effectiveness possession or sufficiency or protection control of any Security Document, agent or for the creation, perfection, priority, sufficiency bailee or protection any income thereon or as to preservation of any Liens securing the Notes Obligations rights against prior parties or any other Pari Passu Obligations. Neither rights pertaining thereto and neither the Trustee nor the Collateral Agent shall be responsible for filing any financing or continuation statements or recording any Mortgages, documents or instruments in any public office at any time or times or otherwise perfecting or maintaining the perfection of any Lien or security interest in the Collateral. Each of the Trustee and the Collateral Agent shall be deemed to have exercised reasonable care in the custody of the Collateral in its possession if the Collateral is accorded treatment substantially equal to that which it accords its own property and shall not be liable or responsible for any loss or diminution in the value of any of the Collateral, by reason of the act or omission of any carrier, forwarding agency or other agent or bailee selected by the Trustee or the Collateral Agent in good faith. (c) Neither the Trustee nor the Collateral Agent makes any representation as to and shall not be responsible for the existence, genuineness, value, sufficiency or condition of any of the Collateral or as to the security afforded or intended to be afforded thereby, hereby or by any Collateral Agreement, or for the validity, perfection, priority or enforceability of the Liens or security interests in any of the Collateral created or intended to be created by any of the Collateral Agreements, whether impaired by operation of law or by reason of any action or omission to act on its part hereunder, except to the extent such action or omission constitutes gross negligence, bad faith or willful misconduct on the part of the Trustee or the Collateral Agent, for the validity or sufficiency of the Collateral, any Collateral Agreements or any agreement or assignment contained in any thereof, for the validity of the title of the Company or any Subsidiary Guarantor to the Collateral, for insuring the Collateral or for the payment of taxes, charges, assessments or Liens upon the Collateral or otherwise as to the maintenance of the Collateral. Neither the Trustee nor the Collateral Agent shall have any duty to ascertain or inquire as to the performance or observance of any of the terms of this Indenture or any Collateral Agreement by the Company or any other Person that is a party thereto or bound thereby. (d) Neither the Trustee nor the Collateral Agent makes any representation as to and shall not be liable or responsible for the failure existence, genuineness, value, sufficiency or condition of any of the Springing Lien Collateral or as to the security afforded or intended to be afforded in respect of the Springing Lien Collateral, or for the validity, perfection, priority or enforceability of the Liens or security interests in any of the Springing Lien Collateral created or intended to be created by any of the Collateral Agreements, for the validity or sufficiency of the Springing Lien Collateral, for the validity of the title of the Company or any Subsidiary Guarantor to effect the Springing Lien Collateral, for insuring the Springing Lien Collateral or maintain insurance on for the payment of taxes, charges, assessments or Liens upon the Springing Lien Collateral nor shall either of them be responsible for any loss by reason of want or insufficiency in insurance or by reason otherwise as to the maintenance of the failure of any insurer in which the insurance is carried to pay the full amount of any loss against which it may have insured the Company, the Trustee, the Collateral Agent, or any other personSpringing Lien Collateral. Neither the Trustee nor the Collateral Agent shall be accountable for have any duty to ascertain or inquire as to the Company‟s use occurrence of the proceeds from the Notes Springing Lien Trigger Date or any money paid to ascertain or inquire as to the Company performance or upon the Company‟s direction under any provision of this Indenture, it shall not be responsible for the use or application observance of any money received by any Paying Agent other than the Trustee, and it shall not be responsible for any statement or recital herein or any statement in the Notes or any other document in connection with the sale of the Notes or pursuant to this Indenture other than its certificate terms of authenticationthe Springing Lien Collateral.

Trustee’s and Collateral Agent’s Disclaimer. Neither the Trustee nor the Collateral Agent shall be responsible for and neither of them makes no any representation as to the validity or adequacy of this Indenture, the NotesFirst Lien Intercreditor Agreement, the Secured Note Guarantees Notes or the existence, genuineness, value or protection of or insurance with respect to any Collateral (except for the safe custody of Collateral in the Collateral Agent‟s possession), for the legality, effectiveness or sufficiency or protection of any Security Document, or for the creation, perfection, priority, sufficiency or protection of any Liens securing the Notes Obligations or any other Pari Passu ObligationsDocuments. Neither the Trustee nor the Collateral Agent shall be responsible for filing any financing or continuation statements or recording any documents or instruments in any public office at any time or times or otherwise perfecting or maintaining the perfection of any Lien or security interest in the Collateral. Neither the Trustee nor the Collateral Agent shall be liable or responsible for the failure of the Company to effect or maintain insurance on the Collateral nor shall either of them be responsible for any loss by reason of want or insufficiency in insurance or by reason of the failure of any insurer in which the insurance is carried to pay the full amount of any loss against which it may have insured the Company, the Trustee, the Collateral Agent, or any other person. Neither the Trustee nor the Collateral Agent shall be accountable for the Company‟s Issuers’ use of the proceeds from the Notes or any money paid to sale of the Company or upon the Company‟s direction under any provision Notes, neither of this Indenture, it them shall not be responsible for the use or application of any money received by any Paying Agent other than the Trustee, Trustee or any money paid to the Issuers pursuant to the terms of this Indenture and it neither of them shall not be responsible for any statement of the Company or recital herein the Issuers in this Indenture or in any statement in the Notes or any other document issued in connection with the sale of the Notes or pursuant to this Indenture in the Notes other than its the Trustee’s certificate of authentication. The Trustee shall have no duty to ascertain or inquire as to the performance or observance of any of the terms of this Indenture, the First Lien Intercreditor Agreement or any of the Security Documents by the Issuer, any Guarantor, the Collateral Agent or any other party thereto. The Trustee has no obligation whatsoever to the Holders or any other Person to assure that the Collateral exists or is owned by the Issuer or any Guarantor or is cared for, protected, or insured or has been encumbered, or that the Collateral Agent’s Liens have been properly or sufficiently or lawfully created, perfected, protected, maintained or enforced or are entitled to any particular priority, or to determine whether all of the Issuers’ or Guarantors’ property constituting Collateral intended to be subject to the Lien and security interest of the Security Documents has been properly and completely listed or delivered, as the case may be, or the genuineness, validity, marketability or sufficiency thereof or title thereto. The Trustee shall have no responsibility for the perfection or maintenance of the perfection of the security interest in the Collateral, including no duty to file any financing statements, continuation statements, amendments or other documents in connection therewith.