Common use of Duties and Obligations Clause in Contracts

Duties and Obligations. The Administrative Agent shall not have any duties or obligations except those expressly set forth in the Loan Documents. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02), and, (c) except as expressly set forth in the Loan Documents, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Loan Party or any Subsidiary that is communicated to or obtained by the bank serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02) or in the absence of its own gross negligence or willful misconduct as determined by a final nonappealable judgment of a court of competent jurisdiction. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent by the Borrower or a Lender, and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or in connection with any Loan Document, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document, (v) the creation, perfection or priority of Liens on the Collateral or the existence of the Collateral, or (vi) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.

Duties and Obligations. The Administrative Agent shall not have any duties or obligations except those expressly set forth in the Loan Documents. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02)Lenders, and, (c) except as expressly set forth in the Loan Documents, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Loan Party or any Subsidiary that is communicated to or obtained by the bank Person serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02) or in the absence of its own gross negligence or willful misconduct as determined by a final nonappealable judgment of a court of competent jurisdiction. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent by the a Borrower or a Lender, and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or in connection with any Loan Document, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document, (v) the creation, perfection or priority of Liens on the Collateral or the existence of the Collateral, or (vi) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to Agent. Agent shall be under no obligation to any Lender to ascertain or to inquire as to the Administrative Agentobservance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the books and records or properties of any Loan Party.

Duties and Obligations. The Administrative Agent shall not have any duties or obligations except those expressly set forth in the Loan Documents. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02), and, (c) except as expressly set forth in the Loan Documents, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Loan Party or any Subsidiary that is communicated to or obtained by the bank serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02) or in the absence of its own gross negligence or willful misconduct as determined by a final nonappealable judgment of a court of competent jurisdiction. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent by the Borrower Representative or a Lender, and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or in connection with any Loan Document, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document, (v) the creation, perfection or priority of Liens on the Collateral or the existence of the Collateral, or (vi) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.

Duties and Obligations. The Administrative Agent shall not have any duties or obligations except those expressly set forth in the Loan Documents. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Loan Documents that the Administrative Agent is required to exercise in writing as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02), and, and (c) except as expressly set forth in the Loan Documents, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Loan Party or any Subsidiary of its Subsidiaries that is communicated to or obtained by the bank serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02) or in the absence of its own gross negligence or willful misconduct as determined by a final nonappealable judgment of a court of competent jurisdiction. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent by the Borrower or a Lender, and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or in connection with any Loan Document, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document, (v) the creation, perfection or priority of Liens on the Collateral or the existence of the Collateral, or (vi) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent. None of the Lenders or other Persons identified on the facing page or signature pages of this Agreement as a “syndication agent,” “documentation agent,” “lead arranger,” “bookrunner” or other similar term shall have any right, power, obligation, liability, responsibility or duty under this Agreement other than those applicable to all Lenders as such. Without limiting the foregoing, none of the Lenders or other Persons so identified shall have or be deemed to have any fiduciary relationship with any Lender. Each Lender acknowledges that it has not relied, and will not rely, on any of the Lenders or other Persons so identified in deciding to enter into this Agreement or in taking or not taking action hereunder.

Duties and Obligations. The Administrative Agent shall not have any duties or obligations except those expressly set forth in the Loan Documents. Without limiting the generality of the foregoing, (a) Executive shall serve as Vice President of the Administrative Agent Company. In Executive’s capacity, Executive shall do and perform all services, acts, or things necessary or advisable to manage and conduct the business of Company, including the hiring and firing of all employees, subject at all times to the policies set forth by the President of the Company, and to the consent of the President when required by the terms of this contract, and in conformity with the By-laws of the Company. (b) During the period of Executive’s Executive Employment, Executive shall devote sufficient time necessary to fulfill the duties of the offices held. If elected, she shall serve as a director and/or officer of the Company and any of its subsidiaries and affiliates (hereinafter collectively referred to as “Company Subsidiaries”) and shall perform duties customarily incidental to such offices. (c) During the term of employment, Executive shall diligently and conscientiously devote the necessary time, attention and effort to the tasks which the President shall assign to him/her. The expenditure of time for educational, charitable and professional activities shall not be subject to any fiduciary or other implied duties, regardless deemed a breach of whether a Default has occurred this Agreement if those activities do not materially interfere with the services required under this Agreement and is continuing, (b) the Administrative Agent shall not have any duty require the prior written consent of the President. If the Executive is elected or appointed as a director or committee member, Executive shall serve in such capacity or capacities without further compensation unless agreed to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders parties hereto. Nothing herein shall be construed, however, to require the Executive’s election or appointment as a director or an officer. (or such other number or percentage d) The Executive shall exert his/her best efforts and devote substantially all of his/her time and attention to the Company's affairs. The Executive shall be in charge of the Lenders as shall be necessary under operation of the circumstances as provided in Section 9.02), and, (c) except as expressly set forth in the Loan Documents, the Administrative Agent shall not have any duty to discloseCompany, and shall not be liable for have full authority and responsibility, subject to the failure to disclosegeneral direction, any information relating to any Loan Party or any Subsidiary that is communicated to or obtained by the bank serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall not be liable for any action taken or not taken by it with the consent or at the request approval, and control of the Required Lenders (or such other number or percentage of Company's President, for formulating policies and administering the Lenders as Company in all respects. Executive shall be necessary at all times, discharge his/her duties in consultation with, and under the circumstances as provided in Section 9.02) or in supervision of, the absence of its own gross negligence or willful misconduct as determined by a final nonappealable judgment of a court of competent jurisdictionCompany’s President. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent by the Borrower or a Lender, and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or in connection with any Loan Document, (iii) In the performance or observance of any of Executive’s duties, Executive shall make his/her principal office in such place as the covenantsCompany’s President and Chief Executive Officer may, agreements or other terms or conditions set forth in any Loan Documentfrom time to time, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document, (v) the creation, perfection or priority of Liens on the Collateral or the existence of the Collateral, or (vi) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to the Administrative Agentagree.

Duties and Obligations. The Neither the Administrative Agent nor any of its directors, officers, agents or employees shall not have be liable for any duties action taken or obligations omitted to be taken by it or them under or in connection with this Agreement except those expressly set forth in the Loan Documentsfor its or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, (ai) the Administrative Agent shall not be subject may treat the payee of any Note as the holder thereof unless and until the Administrative Agent receives written notice of the assignment thereof signed by such payee and the Administrative Agent receives the written agreement of the assignee that such assignee is bound hereby as it would have been if it had been an original Bank party hereto, in each case in form satisfactory to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuingthe Administrative Agent, (bii) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by may consult with legal counsel (including counsel for the Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02Borrower), and, (c) except as expressly set forth in the Loan Documents, the Administrative Agent shall not have any duty to disclose, independent public accountants and shall not be liable for the failure to disclose, any information relating to any Loan Party or any Subsidiary that is communicated to or obtained other experts selected by the bank serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent it and shall not be liable for any action taken or not omitted to be taken in good faith by it in accordance with the consent advice of such counsel, accountants or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02) or in the absence of its own gross negligence or willful misconduct as determined by a final nonappealable judgment of a court of competent jurisdiction. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent by the Borrower or a Lenderexperts, and (iii) the Administrative Agent shall incur no liability under or in respect of this Agreement by acting upon any notice, consent, certificate or other instrument or writing (which may be by telegram, cable or telex) believed by it to be genuine and signed or sent by the proper party or parties or by acting upon any representation or warranty of the Borrower made or deemed to be made hereunder. Further, the Administrative Agent (A) makes no warranty or representation to any Bank and shall not be responsible to any Bank for the accuracy or completeness of any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement, (B) shall not have any duty to ascertain or to 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 hereunder or in connection with any Loan Document, (iii) as to the performance or observance of any of the covenantsterms, agreements or other terms covenants or conditions set forth in of this Agreement on the part of the Borrower or to inspect the property (including the books and records) of the Borrower, and (C) shall not be responsible to any Loan DocumentBank for the due execution, (iv) the legality, validity, enforceability, effectiveness genuineness, sufficiency or genuineness value of any Loan Document this Agreement or any other agreement, instrument or document, (v) the creation, perfection or priority of Liens on the Collateral or the existence of the Collateral, or (vi) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to the Administrative Agentdocument furnished pursuant hereto.

Duties and Obligations. The Administrative Agent (a) None of the Agents nor any of their respective directors, officers, agents or employees (and, for purposes hereof, each of the Agents shall not have be deemed to be contracting for and on behalf of such Persons) shall be liable for any duties action taken or obligations omitted to be taken by it or them under or in connection with this Agreement except those expressly set forth in the Loan Documentsfor its or their own gross negligence or wilful misconduct, as determined by a final, non-appealable decision of a court of competent jurisdiction. Without limiting the generality of the foregoing, each Agent: (ai) may assume that there has been no assignment or transfer by any means by any Lender of its rights hereunder, unless and until the Administrative Agent shall not be subject has received a duly completed and executed assignment in form satisfactory to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, it; (bii) may consult with legal counsel (including the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02Lenders’ Counsel), and, (c) except as expressly set forth in the Loan Documents, the Administrative Agent shall not have any duty to disclose, independent public accountants and shall not be liable for the failure to disclose, any information relating to any Loan Party or any Subsidiary that is communicated to or obtained other experts of reputable standing selected by the bank serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent it and shall not be liable for any action taken or not omitted to be taken in good faith by it in accordance with the consent advice of such counsel, accountants or at experts; (iii) shall incur no liability under or in respect of this Agreement by acting upon any notice, consent, certificate or other instrument or writing believed by it to be genuine and signed or sent by the request proper party or parties or by acting upon any representation or warranty of the Required Lenders Borrowers or any Guarantor made or deemed to be made hereunder; (iv) may assume that no Event of Default has occurred and is continuing unless an appropriate officer charged with the administration of this Agreement has actual notice or such other number or percentage knowledge to the contrary; (v) may rely as to any matters of fact which might reasonably be expected to be within the Lenders as shall be necessary under the circumstances as provided in Section 9.02) or in the absence of its own gross negligence or willful misconduct as determined by a final nonappealable judgment of a court of competent jurisdiction. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof is given Person upon a certificate signed by or on behalf of such Person; and (vi) shall incur no liability for its failure to distribute to any Lender the financial statements or other information provided to the Administrative Agent by the Borrower Borrowers or a Lenderany Guarantor. Further, and the Administrative each Agent (a) shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or in connection with any Loan Document, (iii) to enquire as to the performance or observance of any of the covenantsterms, agreements or other terms covenants or conditions set forth in of this Agreement on the part of any Loan Documentof the Borrowers or any Guarantor or to inspect the property (including the books and records) of any of the Borrowers or any Guarantor and (b) shall not be responsible to any Lender for the due execution, (iv) the legality, validity, enforceability, effectiveness genuineness, sufficiency or genuineness value of any Loan Document this Agreement or any other agreement, instrument or document, document furnished pursuant hereto. (vb) No Agent makes any warranty or representation to any Lender nor shall any Agent be responsible to any Lender for the creation, perfection accuracy or priority of Liens on the Collateral or the existence completeness of the Collateraldata made available to any of the Lenders in connection with the negotiation of this Agreement, or for any statements, warranties or representations (viwhether written or oral) made in or in connection with this Agreement. (c) Except as otherwise provided for herein, an Agent may, but is not obligated to, seek the satisfaction approval of the Majority Lenders to any condition set forth in Article IV or elsewhere in any Loan Document, other than to confirm receipt of items expressly consents required to be delivered to the Administrative Agentgiven by an Agent hereunder.

Duties and Obligations. The Administrative Agent shall and any of its directors, officers, agents or employees (and, for purposes hereof, the Agent will be deemed to be contracting as agent for and on behalf of such Persons) will not have be liable to any duties Lender for any action taken or obligations omitted to be taken by it under or in connection with the Documents, except those expressly set forth in the Loan Documentsfor its gross negligence or wilful misconduct. Without limiting the generality of the foregoing, the Agent: (a) may assume that there has been no assignment or transfer by the Administrative Lenders of their rights under the Documents, unless and until the Agent shall not be subject to any fiduciary or other implied duties, regardless of whether receives a Default has occurred and is continuing, duly executed Assignment from such Lender; (b) may consult with counsel (including counsel for the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02Borrower), and, (c) except as expressly set forth in the Loan Documents, the Administrative Agent shall not have any duty to disclose, independent public accountants and shall not be liable for the failure to disclose, any information relating to any Loan Party or any Subsidiary that is communicated to or obtained other experts selected by the bank serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall it and will not be liable for any action taken or not omitted to be taken in good faith by it in accordance with or reliance upon the consent advice of such counsel, accountants or at the request experts; (c) will incur no liability under or in respect of the Required Lenders Documents by acting upon any notice, consent, certificate or other instrument or writing believed by it to be genuine and signed or sent by the apparently proper Person or by acting upon any representation or warranty of any Penn West Party made or deemed to be made hereunder; (d) may assume that no Default or Event of Default has occurred and is continuing unless it has actual knowledge to the contrary; and (e) may rely, as to any matter of fact which might reasonably be expected to be within the knowledge of any Person, upon a certificate signed by or on behalf of such other number Person. Further, the Agent (i) does not make any warranty or percentage representation to any Lender nor will it be responsible to any Lender for the accuracy or completeness of the data made available to any of the Lenders as shall be necessary under in connection with the circumstances as provided Credit Facility, or for any statements, warranties or representations (whether written or oral) made in Section 9.02connection with the Credit Facility, (ii) or in the absence of its own gross negligence or willful misconduct as determined by a final nonappealable judgment of a court of competent jurisdiction. The Administrative Agent shall be deemed will not to have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent by the Borrower or a Lender, and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or in connection with any Loan Document, (iii) to enquire as to the performance or observance of any of the covenantsterms, agreements or other terms covenants or conditions set forth in of the Documents on the part of the Borrower or to inspect the property (including books and records) of the Borrower, and (iii) will not be responsible to any Loan DocumentLender for the due execution, (iv) the legality, validity, enforceability, effectiveness genuineness, sufficiency or genuineness value of any Loan Document the Documents or any other agreement, instrument or document, (v) the creation, perfection document furnished pursuant hereto or priority of Liens on the Collateral or the existence of the Collateral, or (vi) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to the Administrative Agentthereto.

Duties and Obligations. The Administrative Agent shall not have any duties or obligations except those expressly set forth in the Loan Documents. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.0210.02), and, (c) except as expressly set forth in the Loan Documents, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Loan Party or any Subsidiary that is communicated to or obtained by the bank serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.0210.02) or in the absence of its own gross negligence or willful misconduct as determined by a final nonappealable judgment of a court of competent jurisdiction. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent by the Borrower Representative or a Lender, and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or in connection with any Loan Document, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document, (v) the creation, perfection or priority of Liens on the Collateral or the existence of the Collateral, Collateral or (vi) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.

Duties and Obligations. Relating to the Apartment Complex and the Partnership. The Administrative Agent General Partner shall not have the following duties and obligations with respect to the Apartment Complex and the Partnership: (a) all requirements shall be met which are necessary to obtain or achieve (i) compliance with the Minimum Set-Aside Test, the Rent Restriction Test, and any duties or obligations except those expressly other requirements necessary for the Apartment Complex to initially qualify, and to continue to qualify, for Tax Credits, including all requirements set forth in the Loan Documents. Without limiting the generality Extended Use Commitment, (ii) issuance of all necessary certificates of occupancy, including all governmental approvals required to permit occupancy of all of the foregoingapartment units in the Apartment Complex, (aiii) Initial Closing, (iv) Final Closing and (v) compliance with all provisions of the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, Project Documents; (b) while conducting the Administrative Agent business of the Partnership, the General Partner shall not act in any manner which it knows or should have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by known after due inquiry will (i) cause the Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage termination of the Lenders Partnership for federal income tax purposes without the Consent of the Investment Partnership, or (ii) cause the Partnership to be treated for federal income tax purposes as shall be necessary under the circumstances an association taxable as provided in Section 9.02), and, a corporation; (c) except as expressly set forth in the Loan Documents, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Loan Party or any Subsidiary that is communicated to or obtained by the bank serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as Apartment Complex shall be necessary under the circumstances as provided in Section 9.02) or in the absence of its own gross negligence or willful misconduct as determined by a final nonappealable judgment of a court of competent jurisdiction. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent by the Borrower or a Lender, and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into managed upon Substantial Completion so that (i) any statement, warranty or representation made no less than eighty per cent (80%) of the gross income from the Apartment Complex in or every year is rental income from dwelling units in connection with any Loan Documentthe Apartment Complex used to provide living accommodations not on a transient basis, (ii) the contents rental of any certificate, report or all units in the Apartment Complex complies with the tenant income limitations and other document delivered hereunder or restrictions under the Rent Restriction Test and as set forth in the Extended Use Commitment and all applicable documents entered into in connection with any Loan Documentthe Mortgage Loan, and (iii) one hundred percent (100%) of the performance units in the Apartment Complex are occupied or observance held for occupancy by individuals with incomes of sixty percent (60%) or less of area median income as adjusted for family size; (d) the General Partner shall exercise good faith in all activities relating to the conduct of the business of the Partnership, including the development, operation and maintenance of the Apartment Complex, and shall take no action with respect to the business and property of the Partnership which is not reasonably related to the achievement of the purpose of the Partnership; (e) all of (i) the fixtures, maintenance supplies, tools, equipment and the like now and to be owned by the Partnership or to be appurtenant to, or to be used in the operation of the Apartment Complex, as well as (ii) the rents, revenues and profits earned from the operation of the Apartment Complex, will be free and clear of all security interests and encumbrances except for the Mortgage Loan and the Mortgage, and any additional security agreements executed in connection therewith; (f) the General Partner will execute on behalf of the Partnership all documents necessary to elect, pursuant to Sections 732, 743 and 754 of the Code, to adjust the basis of the Partnership's property upon the request of the Investment Partnership, if, in the sole opinion of the Investment Partnership, such election would be advantageous to the Investment Partnership and any such elections (including elections made at the direction or with the consent of the Investment Partnership) shall not reduce the obligations of the General Partner pursuant to Section 5.01(d); (g) the General Partner guarantees payment by the Partnership of any Credit Recovery Loan pursuant to 5.01(d) and the Asset Management Fee pursuant to Section 8.11.1 (as limited by such section), and payment by the Partnership of the covenants, agreements or other terms or conditions set forth in any Loan Document, Development Fee pursuant to Section 8.10; (ivh) the validity, enforceability, effectiveness or genuineness General Partner shall comply and cause the Partnership to comply with the provisions of all applicable governmental and contractual obligations; (i) the General Partner shall be responsible for the payment of any fines or penalties imposed by the Agency or the Lender pursuant to the Project Documents and any documents executed in connection with obtaining Tax Credits (other than with respect to payments of principal or interest under the Mortgage Loan Document from and after Final Closing); (j) the General Partner shall promptly notify the Investment Partnership of any written or oral notice of (i) any default or failure of compliance with respect to the Mortgage Loan or any other agreementfinancial, instrument contractual or documentgovernmental obligation of the Partnership or the General Partner (in the case of the General Partner, (v) the creation, perfection if such default or priority failure of Liens compliance may have a material adverse impact on the Collateral Partnership or the existence of the Collateralits operations), or (viii) any IRS proceeding regarding the Apartment Complex or the Partnership; (k) the satisfaction General Partner shall, during and after the period in which it is a Partner, provide the Partnership with such information and sign such documents as are necessary for the Partnership to make timely, accurate and complete submissions of any condition set forth in Article IV or elsewhere in any Loan Documentfederal and state income tax returns; (l) within thirty (30) days following the Admission Date, other than the General Partner shall submit to confirm receipt Boston Capital evidence of items expressly required the Partnership's engagement of Accountants, who have been approved by BCTC 94, Inc., to be delivered responsible for the Partnership's audit and tax matter reporting obligations under Section 13.04 hereof. BCTC 94, Inc. hereby acknowledges that the accounting firm of Xxxxxxx, Xxxxxx & Xxxxxxxxx of Bethesda, Maryland is approved by BCTC 94, Inc. as the initial Accountant for the Partnership; (m) the General Partner shall provide to BCTC 94, Inc., for its approval and Consent, prior to execution, a copy of the Extended Use Commitment to be entered into between the Partnership and the Agency and shall ensure that such Extended Use Commitment is executed and recorded no later than the end of the first taxable year in which any Tax Credit is claimed by the Partnership with respect to any building in the Apartment Complex; and (n) the General Partner shall establish and maintain all reserve accounts required by the Lender pursuant to the Administrative AgentLoan Documents.

Duties and Obligations. The Administrative Agent shall not have any duties or obligations except those expressly set forth in the Loan Documents. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02), and, and (c) except as expressly set forth in the Loan Documents, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Loan Party or any Subsidiary that is communicated to or obtained by the bank serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02) or in the absence of its own gross negligence or willful misconduct as determined by a final nonappealable judgment of a court of competent jurisdiction. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent by the Borrower Representative or a Lender, and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or in connection with any Loan Document, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document, (v) the creation, perfection or priority of Liens on the Collateral or the existence of the Collateral, or (vi) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.

Duties and Obligations. The Administrative Neither the Agent nor any of its directors, officers, agents or employees (and, for purposes hereof, the Agent shall not have be deemed to be contracting as agent and trustee for and on behalf of such persons) shall be liable to the Lenders for any duties action taken or obligations omitted to be taken by it or them under or in connection with this Agreement except those expressly set forth in the Loan Documentsfor its or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, the Agent: (a) may assume that there has been no assignment or transfer by any means by the Administrative Lenders of their rights hereunder, unless and until the Agent shall not be subject to any fiduciary or other implied dutiesreceives written notice of the assignment thereof from such Lender and the Agent receives from the assignee an executed Assignment Agreement providing, regardless of whether a Default has occurred and inter alia, that such assignee is continuing, bound hereby as it would have been if it had been an original Lender party hereto; (b) may consult with legal counsel (including receiving the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights opinions of Borrower’s counsel and powers expressly contemplated by the Loan Documents that the Administrative Agent is Lenders’ Counsel required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02hereunder), and, (c) except as expressly set forth in the Loan Documents, the Administrative Agent shall not have any duty to disclose, independent public accountants and shall not be liable for the failure to disclose, any information relating to any Loan Party or any Subsidiary that is communicated to or obtained other experts selected by the bank serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent it and shall not be liable for any action taken or not omitted to be taken in good faith by it in accordance with the consent advice of such counsel, accountants or experts; (c) shall incur no liability under or in respect of this Agreement by acting upon any notice, consent, certificate or other instrument or writing (which may be by telegram, cable, facsimile transmission, electronic mail or other electronic means of communication which may generate a written record thereof) believed by it to be genuine and signed or sent by the proper party or parties or by acting upon any representation or warranty of the Borrower made or deemed to be made hereunder; (d) may assume that no Default or Event of Default has occurred and is continuing unless it has actual knowledge to the contrary; (e) may rely as to any matters of fact which might reasonably be expected to be within the knowledge of any person upon a certificate signed by or on behalf of such person; (f) shall not be bound to disclose to any other person any information relating to the Borrower, any of its Subsidiaries or any other person if such disclosure would or might in its opinion constitute a breach of any applicable law, be in default of the provisions hereof or be otherwise actionable at the request suit of any other person; and (g) may refrain from exercising any right, power or discretion vested in it which would or might in its reasonable opinion be contrary to any applicable law or any directive or otherwise render it liable to any person, and may do anything which is in its reasonable opinion necessary to comply with such applicable law. Further, the Agent (i) does not make any warranty or representation to any Lender nor shall it be responsible to any Lender for the accuracy or completeness of the Required Lenders (representations and warranties of the Borrower herein or such other number or percentage the data made available to any of the Lenders as shall be necessary under in connection with the circumstances as provided negotiation of this Agreement, or for any statements, warranties or representations (whether written or oral) made in Section 9.02) or in the absence of its own gross negligence or willful misconduct as determined by a final nonappealable judgment of a court of competent jurisdiction. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent by the Borrower or a Lender, and the Administrative Agent connection with this Agreement; (ii) shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or in connection with any Loan Document, (iii) to enquire as to the performance or observance of any of the covenantsterms, agreements or other terms covenants or conditions set forth in of this Agreement on the part of the Borrower or to inspect the property (including the books and records) of the Borrower or any Loan Documentof its Subsidiaries; and (iii) shall not be responsible to any Lender for the due execution, (iv) the legality, validity, enforceability, effectiveness genuineness, sufficiency or genuineness value of any Loan Document this Agreement or any other agreement, instrument or document, (v) the creation, perfection or priority of Liens on the Collateral or the existence of the Collateral, or (vi) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to the Administrative Agentdocument furnished pursuant hereto.

Duties and Obligations. The Administrative Neither the Agent nor any of its directors, officers, agents or employees (and, for purposes hereof, the Agent shall not have be deemed to be contracting as agent and trustee for and on behalf of such persons) shall be liable to the Lenders for any duties action taken or obligations omitted to be taken by it or them under or in connection with this Agreement except those expressly set forth in the Loan Documentsfor its or their own gross negligence or wilful misconduct. Without limiting the generality of the foregoing, the Agent: (a) may assume that there has been no assignment or transfer by any means by the Administrative Lenders of their rights hereunder, unless and until the Agent shall not be subject to any fiduciary or other implied dutiesreceives written notice of the assignment thereof from such Lender and the Agent receives from the assignee an executed Assignment Agreement providing, regardless of whether a Default has occurred and inter alia, that such assignee is continuing, bound hereby as it would have been if it had been an original Lender party hereto; (b) may consult with legal counsel (including receiving the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights opinions of Borrower’s counsel and powers expressly contemplated by the Loan Documents that the Administrative Agent is Lenders’ Counsel required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02hereunder), and, (c) except as expressly set forth in the Loan Documents, the Administrative Agent shall not have any duty to disclose, independent public accountants and shall not be liable for the failure to disclose, any information relating to any Loan Party or any Subsidiary that is communicated to or obtained other experts selected by the bank serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent it and shall not be liable for any action taken or not omitted to be taken in good faith by it in accordance with the consent advice of such counsel, accountants or experts; (c) shall incur no liability under or in respect of this Agreement by acting upon any notice, consent, certificate or other instrument or writing (which may be by telegram, cable, telecopier or telex) believed by it to be genuine and signed or sent by the proper party or parties or by acting upon any representation or warranty of the Borrower made or deemed to be made hereunder; (d) may assume that no Default or Event of Default has occurred and is continuing unless it has actual knowledge to the contrary; (e) may rely as to any matters of fact which might reasonably be expected to be within the knowledge of any person upon a certificate signed by or on behalf of such person; (f) shall not be bound to disclose to any other person any information relating to the Borrower, any of its Subsidiaries or any other person if such disclosure would or might in its opinion constitute a breach of any applicable law, be in default of the provisions hereof or be otherwise actionable at the request suit of any other person; and (g) may refrain from exercising any right, power or discretion vested in it which would or might in its reasonable opinion be contrary to any applicable law or any directive or otherwise render it liable to any person, and may do anything which is in its reasonable opinion necessary to comply with such applicable law. Further, the Agent (i) does not make any warranty or representation to any Lender nor shall it be responsible to any Lender for the accuracy or completeness of the Required Lenders (representations and warranties of the Borrower herein or such other number or percentage the data made available to any of the Lenders as shall be necessary under in connection with the circumstances as provided negotiation of this Agreement, or for any statements, warranties or representations (whether written or oral) made in Section 9.02) or in the absence of its own gross negligence or willful misconduct as determined by a final nonappealable judgment of a court of competent jurisdiction. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent by the Borrower or a Lender, and the Administrative Agent connection with this Agreement; (ii) shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or in connection with any Loan Document, (iii) to enquire as to the performance or observance of any of the covenantsterms, agreements or other terms covenants or conditions set forth in of this Agreement on the part of the Borrower or to inspect the property (including the books and records) of the Borrower or any Loan Documentof its Subsidiaries; and (iii) shall not be responsible to any Lender for the due execution, (iv) the legality, validity, enforceability, effectiveness genuineness, sufficiency or genuineness value of any Loan Document this Agreement or any other agreement, instrument or document, (v) the creation, perfection or priority of Liens on the Collateral or the existence of the Collateral, or (vi) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to the Administrative Agentdocument furnished pursuant hereto.

Duties and Obligations. The Administrative Agent shall not have any duties or obligations except those expressly set forth in the Loan Documents. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02), and, (c) except as expressly set forth in the Loan Documents, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Loan Party or any Subsidiary of its Restricted Subsidiaries that is communicated to or obtained by the bank serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02) or in the absence of its own gross negligence or willful misconduct as determined by a final nonappealable judgment of a court of competent jurisdiction. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent by the Borrower or a Lender, and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or in connection with any Loan Document, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document, (v) the creation, perfection or priority of Liens on the Collateral or the existence of the Collateral, or (vi) the satisfaction of any condition set forth in Article ARTICLE IV or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent. In determining compliance with any condition hereunder to the making of a Loan, that by its terms must be fulfilled to the satisfaction of a Lender, the Administrative Agent may presume that such condition is satisfactory to such Lender unless the Administrative Agent shall have received notice to the contrary from such Lender prior to the making of such Loan.

Duties and Obligations. The Administrative Agent shall not have any duties or obligations except those expressly set forth in the Loan Documents. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02), and, (c) except as expressly set forth in the Loan Documents, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Loan Party or any Subsidiary that is communicated to or obtained by the bank serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02) or in the absence of its own gross negligence or willful misconduct as determined by a final nonappealable judgment of a court of competent jurisdiction. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent by the Borrower Representative or a Lender, and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or in connection with any Loan Document, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or documentdocument (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), (v) the creation, perfection or priority of Liens on the Collateral or the existence of the Collateral, or (vi) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.

Duties and Obligations. The Administrative Agent and Collateral Agent shall not have any duties or obligations except those expressly set forth herein and in the other Loan DocumentsDocuments to which it is a party. Without limiting the generality of the foregoing, (a) the Administrative Agent and Collateral Agent shall not be subject to any fiduciary or other implied dutiesduties to Borrower, any Lender or any other Person, regardless of whether a Default or Unmatured Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Loan Documents hereby that the Administrative Agent is required to exercise in writing as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02this Agreement), and, (c) Collateral Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except as directed by Administrative Agent, and (d) except as expressly set forth in the Loan Documents, the neither Administrative Agent nor Collateral Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Loan Party Borrower or any Subsidiary of its subsidiaries or Affiliates that is communicated to or obtained by the bank serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02this Agreement) and Collateral Agent shall have no such liability for any action taken or not taken by it with the consent or at the request of Administrative Agent or in the absence of its own gross negligence or willful misconduct as determined by a final nonappealable judgment of a court of competent jurisdictionmisconduct. The Administrative Agent shall be deemed not to have knowledge of any Default or Unmatured Default unless and until written notice thereof is given to the Administrative Agent by the Borrower or a Lender, and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or under any other Loan Document or in connection with any Loan Documentherewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Loan Document or any Project Document, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document, or any Project Document or any other agreement, instrument or document, (v) the creation, perfection or priority of Liens on the Collateral or the existence of the Collateral, or (vi) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan Documentthis Agreement, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent, (vi) the value, sufficiency, creation, perfection or priority of any lien on the Loan Collateral, or (vii) the financial condition of Borrower, any Guarantor, Contractor or Proton System Supplier.

Duties and Obligations. The Administrative Agent or the Lead Arranger, as applicable, shall not have any duties or obligations except those expressly set forth in the Loan Documents. Without limiting the generality of the foregoing, the Administrative Agent or the Lead Arranger, as applicable, (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Loan Documents that the Administrative Agent is required to exercise in writing as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02), and, (c) except as expressly set forth in the Loan Documents, provided that the Administrative Agent shall not be required to take any action that, in the reasonable opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable law, including for the avoidance of doubt any action that may be in violation of the automatic stay under any debtor relief law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any debtor relief law and (c) shall not have any duty or responsibility to disclose, and shall not be liable for the failure to disclose, any information relating to any Loan Party Lender or any Subsidiary Issuing Bank, any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any of the Loan Parties or any of their Affiliates, that is communicated to, obtained or in the possession of, the Administrative Agent, the Lead Arranger or any of their Related Parties in any capacity, except for notices, reports and other documents expressly required to or obtained be furnished to the Lenders by the bank serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent or the Lead Arranger, as applicable, shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02) or in the absence of its own bad faith, gross negligence or willful misconduct as determined by a final nonappealable judgment of a court of competent jurisdiction. The Administrative Agent shall be deemed not to have knowledge of any Default or Event of Default unless and until written notice thereof is given to the Administrative Agent by the Borrower or a LenderLender (which notice shall specify that it is a “notice of a Default” or a “notice of an Event of Default”, as applicable, and specify the basis for such notice). In the event that the Administrative Agent receives such a notice, the Administrative Agent shall give notice thereof to the Lenders and the Issuing Bank. Subject to Section 8.04, the Administrative Agent shall take such action (or refrain from taking such action) with respect to such Default or Event of Default as shall be reasonably directed by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02). The Administrative Agent and the Lead Arranger shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or in connection with any Loan Document, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document, (v) the creation, perfection or priority of Liens on the Collateral or the existence of the Collateral, or (vi) the satisfaction of any condition set forth in Article IV (and in determining compliance with any condition hereunder to any Credit Event, the Administrative Agent may presume that such condition is satisfied unless such the Administrative Agent shall have received notice to the contrary from the Borrower or any Lender or Issuing Bank prior to such Credit Event) or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent. None of the Lenders or other Persons identified on the facing page or signature pages of this Agreement as a “syndication agent,” “documentation agent,” “lead arranger,” “bookrunner” or other similar term shall have any right, power, obligation, liability, responsibility or duty under this Agreement other than those applicable to all Lenders as such. Without limiting the foregoing, none of the Lenders or other Persons (including the Administrative Agent) so identified shall have or be deemed to have any fiduciary relationship with any Lender. Each Lender acknowledges that it has not relied, and will not rely, on any of the Lenders or other Persons (including the Administrative Agent) so identified in deciding to enter into this Agreement or in taking or not taking action hereunder.

Duties and Obligations. The Administrative Agent shall not have any duties or obligations except those expressly set forth in the Loan Documents. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02), and, (c) except as expressly set forth in the Loan Documents, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Loan Party or any Subsidiary that is communicated to or obtained by the bank serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02) or in the absence of its own gross negligence or willful misconduct as determined by a final nonappealable judgment of a court of competent jurisdiction. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent by the Borrower or a Lender, and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or in connection with any Loan Document, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or documentdocument (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), (v) the creation, perfection or priority of Liens on the Collateral or the existence of the Collateral, or (vi) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.

Duties and Obligations. The Administrative (a) Neither the Agent nor any of its directors, officers, agents or employees shall not have be liable for any duties action taken or obligations omitted to be taken by it or any of them under or in connection with this Agreement or any other Loan Document except those expressly set forth in the Loan Documentsfor its or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, the Agent (ai) may treat each Lender which is a party hereto as the Administrative party entitled to receive payments hereunder until the Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage receives written notice of the Lenders assignment of such Lender's interest herein signed by such Lender and made in accordance with the terms hereof and a written agreement of the assignee that it is bound hereby to the same extent as shall be necessary under it would have been had it been an original party hereto, in each case in form satisfactory to the circumstances as provided in Section 9.02Agent; (ii) may consult with legal counsel (including counsel for the Borrower), and, (c) except as expressly set forth in the Loan Documents, the Administrative Agent shall not have any duty to disclose, independent public accountants and shall not be liable for the failure to disclose, any information relating to any Loan Party or any Subsidiary that is communicated to or obtained other experts selected by the bank serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent it and shall not be liable for any action taken or not omitted to be taken in good faith by it in accordance with the consent advice of such experts; (iii) makes no warranty or at representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations made in or in connection with this Agreement, any other Loan Document, or in any instrument or document furnished pursuant hereto or thereto; (iv) shall not have any duty to ascertain or to inquire as to the request performance of any of the Required Lenders (terms, covenants, or such other number or percentage conditions of the Lenders as shall be necessary under the circumstances as provided in Section 9.02) Loan Documents, or in the absence of its own gross negligence or willful misconduct as determined by a final nonappealable judgment of a court of competent jurisdiction. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to instrument or document furnished pursuant thereto on the Administrative Agent by part of the Borrower or a Lenderas to the use of the proceeds of any Loan or the proceeds received in respect of any Draft; (v) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, effectiveness, or value of this Agreement, of any other Loan Document, or of any instrument or document furnished pursuant hereto or thereto; and (vi) shall incur no liability under or in respect to this Agreement or any other Loan Document by acting upon any oral or written notice, consent, certificate or other instrument or writing (which may be by telex, facsimile transmission, telegram or cable) believed by it to be genuine and signed, sent or made by the Administrative proper party or parties or by acting upon any representation or warranty of the Borrower made or deemed to be made in this Agreement or any other Loan Document. The Agent may execute any of its duties under this Agreement or any other Loan Document by or through agents, employees or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Agent shall not be responsible for the negligence or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document, (ii) the contents misconduct of any certificateagent or attorney-in-fact that it selects with reasonable care. (b) The Agent will promptly transmit to each Lender copies of all documents received from the Borrower pursuant to the requirements of this Agreement other than documents which by the terms of this Agreement, report the Borrower is obligated to deliver directly to Lenders. (c) Each Lender or other document delivered hereunder its assignee shall furnish to the Agent in a timely fashion such documentation (including, but not by way of limitation, IRS Forms Nos. W-8, 1001 and 4224) as may be reasonably requested by the Agent to establish such Lender's status for tax withholding purposes. (d) The Agent shall not be deemed to have knowledge or in connection with notice of the occurrence of any Loan Document, (iii) the performance Default or observance Event of Default under any of the covenants, agreements or other terms or conditions set forth in any Loan Document, (iv) Documents unless the validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document, (v) the creation, perfection or priority of Liens on the Collateral Agent has received written notice from a Lender or the existence Borrower referring to one or more of the CollateralLoan Documents, describing such Default or (vi) Event of Default and stating that such notice is a "notice of default." In the satisfaction event that the Agent receives such a notice, the Agent shall promptly notify each of any condition set forth in Article IV or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to the Administrative AgentLenders.

Duties and Obligations. The Administrative Agent shall not have any duties or obligations except those expressly set forth in the Loan Documents. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02), and, (c) except as expressly set forth in the Loan Documents, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Loan Party or any Subsidiary that is communicated to or obtained by the bank entity serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall not be liable for any action taken or not taken by it with (i) the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02); provided that, no action nor any omission to act taken by the Administrative Agent at the direction of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02) shall constitute gross negligence or willful misconduct, or (ii) in the absence of its own gross negligence or willful misconduct as determined by a final nonappealable judgment of a court of competent jurisdiction. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until written notice (conspicuously labeled as a “notice of default”) thereof is given to the Administrative Agent by the Borrower or a Lender, and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or in connection with any Loan Document, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document, (v) the creation, perfection or priority of Liens on the Collateral or the existence of the Collateral, or (vi) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.

Duties and Obligations. The Administrative Agent shall not have any duties or obligations except those expressly set forth in the Loan Documents. Without limiting the generality of the foregoing, (a) Executive shall serve as Executive Vice President of the Administrative Agent Company and President of the admitted insurance company subsidiary. In Executive’s capacity, Executive shall do and perform all services, acts, or things necessary or advisable to manage and conduct the business of Company, including the hiring and firing of all employees, subject at all times to the policies set forth by the President of the Company, and to the consent of the President when required by the terms of this contract, and in conformity with the By-laws of the Company. (b) During the period of Executive’s Executive Employment, Executive shall devote sufficient time necessary to fulfill the duties of the offices held.. If elected, he shall serve as a director and/or officer of the Company and any of its subsidiaries and affiliates (hereinafter collectively referred to as “Company Subsidiaries”) and shall perform duties customarily incidental to such offices. (c) During the term of employment, Executive shall diligently and conscientiously devote the necessary time, attention and effort to the tasks which the President shall assign to him/her. The expenditure of time for educational, charitable and professional activities shall not be subject to any fiduciary or other implied duties, regardless deemed a breach of whether a Default has occurred this Agreement if those activities do not materially interfere with the services required under this Agreement and is continuing, (b) the Administrative Agent shall not have any duty require the prior written consent of the President. If the Executive is elected or appointed as a director or committee member, Executive shall serve in such capacity or capacities without further compensation unless agreed to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders parties hereto. Nothing herein shall be construed, however, to require the Executive’s election or appointment as a director or an officer. (or such other number or percentage d) The Executive shall exert his/her best efforts and devote substantially all of his/her time and attention to the Company's affairs. The Executive shall be in charge of the Lenders as shall be necessary under operation of the circumstances as provided in Section 9.02), and, (c) except as expressly set forth in the Loan Documents, the Administrative Agent shall not have any duty to discloseCompany, and shall not be liable for have full authority and responsibility, subject to the failure to disclosegeneral direction, any information relating to any Loan Party or any Subsidiary that is communicated to or obtained by the bank serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall not be liable for any action taken or not taken by it with the consent or at the request approval, and control of the Required Lenders (or such other number or percentage of Company's President, for formulating policies and administering the Lenders as Company in all respects.. Executive shall be necessary at all times, discharge his/her duties in consultation with, and under the circumstances as provided in Section 9.02) or in supervision of, the absence of its own gross negligence or willful misconduct as determined by a final nonappealable judgment of a court of competent jurisdictionCompany’s President. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent by the Borrower or a Lender, and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or in connection with any Loan Document, (iii) In the performance or observance of any of Executive’s duties, Executive shall make his/her principal office in such place as the covenantsCompany’s President and Chief Executive Officer may, agreements or other terms or conditions set forth in any Loan Documentfrom time to time, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document, (v) the creation, perfection or priority of Liens on the Collateral or the existence of the Collateral, or (vi) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to the Administrative Agentagree.

Duties and Obligations. The Administrative Agent shall and any of its directors, officers, agents or employees (and, for purposes hereof, the Agent will be deemed to be contracting as agent for and on behalf of such Persons) will not have be liable to any duties Lender for any action taken or obligations omitted to be taken by it under or in connection with the Documents, except those expressly set forth in the Loan Documentsfor its gross negligence or wilful misconduct. Without limiting the generality of the foregoing, the Agent: (a) may assume that there has been no assignment or transfer by the Administrative Lenders of their rights under the Documents, unless and until the Agent shall not be subject to any fiduciary or other implied duties, regardless of whether receives a Default has occurred and is continuing, duly executed Assignment from such Lender; (b) may consult with counsel (including counsel for the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02Borrower), and, (c) except as expressly set forth in the Loan Documents, the Administrative Agent shall not have any duty to disclose, independent public accountants and shall not be liable for the failure to disclose, any information relating to any Loan Party or any Subsidiary that is communicated to or obtained other experts selected by the bank serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall it and will not be liable for any action taken or not omitted to be taken in good faith by it in accordance with or reliance upon the consent advice of such counsel, accountants or at the request experts; (c) will incur no liability under or in respect of the Required Lenders Documents by acting upon any notice, consent, certificate or other instrument or writing believed by it to be genuine and signed or sent by the apparently proper Person or by acting upon any representation or warranty of any Harvest Party made or deemed to be made hereunder; (d) may assume that no Default or Event of Default has occurred and is continuing unless it has actual knowledge to the contrary; and (e) may rely, as to any matter of fact which might reasonably be expected to be within the knowledge of any Person, upon a certificate signed by or on behalf of such other number Person. Further, the Agent (i) does not make any warranty or percentage representation to any Lender nor will it be responsible to any Lender for the accuracy or completeness of the data made available to any of the Lenders as shall be necessary under in connection with the circumstances as provided Credit Facility, or for any statements, warranties or representations (whether written or oral) made in Section 9.02connection with the Credit Facility, (ii) or in the absence of its own gross negligence or willful misconduct as determined by a final nonappealable judgment of a court of competent jurisdiction. The Administrative Agent shall be deemed will not to have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent by the Borrower or a Lender, and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or in connection with any Loan Document, (iii) to enquire as to the performance or observance of any of the covenantsterms, agreements or other terms covenants or conditions set forth in of the Documents on the part of the Borrower or to inspect the property (including books and records) of the Borrower, and (iii) will not be responsible to any Loan DocumentLender for the due execution, (iv) the legality, validity, enforceability, effectiveness genuineness, sufficiency or genuineness value of any Loan Document the Documents or any other agreement, instrument or document, (v) the creation, perfection document furnished pursuant hereto or priority of Liens on the Collateral or the existence of the Collateral, or (vi) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to the Administrative Agentthereto.

Duties and Obligations. It is agreed that the duties and obligations of the Escrow Agent are those herein specifically provided and no other. The Administrative Escrow Agent shall not have any liability under, or duty to inquire into, the terms and provisions of any agreement, other than this Escrow Agreement. The Escrow Agent's duties or obligations except those expressly set forth are ministerial in nature and the Loan Documents. Without limiting the generality of the foregoing, (a) the Administrative Escrow Agent shall not be subject to incur any fiduciary or other implied duties, regardless of whether a Default liability whatsoever so long as it has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powersacted in good faith, except discretionary rights and powers expressly contemplated by for willful misconduct or gross negligence. The Escrow Agent may consult with counsel of its choice (other than any lawyer practicing with the Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02Escrow Agent, if any), and, (c) except as expressly set forth in the Loan Documents, the Administrative Agent shall not have any duty to disclose, and shall not be liable for any action taken, suffered or omitted by it in accordance with the failure to disclose, any information relating to any Loan Party or any Subsidiary that is communicated to or obtained by the bank serving as Administrative Agent or any advice of its Affiliates in any capacitysuch counsel. The Administrative Escrow Agent shall not be liable for bound by any modification, amendment, termination, cancellation, rescission or supersession of this Escrow Agreement unless the same shall be in writing and signed by all of the parties hereto. In the event that the Escrow Agent shall be uncer tain as to its duties or rights hereunder or shall receive in structions, claims or demands from any party hereto which, in its opinion, conflict with any of the provisions of this Escrow Agreement, it shall be entitled to refrain from taking any action taken or not taken and its sole obligation shall be to keep all Escrowed Property then held by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as pursuant to this Escrow Agreement until it shall be necessary under the circumstances as provided in Section 9.02) or in the absence of its own gross negligence or willful misconduct as determined directed otherwise by a final nonappealable final, binding, non-appealable order or judgment of a court of competent jurisdiction. The Administrative Escrow Agent shall be deemed not to incur any liability for following the instructions herein contained or expressly pro vided for. The Escrow Agent shall not have knowledge any responsibility for the genuineness or validity of any Default unless and until document or other item deposited with it or any liability for action in accordance with any written notice thereof is instructions or certificates given to the Administrative Agent it hereunder and reasonably believed by it to be signed by the Borrower or a Lenderproper parties. In taking any action hereunder, the Escrow Agent may rely on and follow instructions given by JA and the Administrative Company. The Escrow Agent shall not be responsible for or have any duty required to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document, (ii) the contents institute legal proceedings of any certificate, report kind and shall not be required to initiate or other document delivered hereunder or defend any legal proceedings which may be instituted against it in connection with any Loan Document, (iii) the performance or observance of any respect of the covenantssubject matter of these instructions. If it does elect to act, agreements it will do so only if it is indemnified against the reasonable cost and expense of such defense or other terms initiation. Nothing contained in this Escrow Agreement will limit or conditions set forth restrict the Escrow Agent, in its capacity as attorneys, from rendering legal services to any Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document, (v) the creation, perfection or priority of Liens on the Collateral or the existence of the Collateral, or (vi) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to the Administrative Agentperson.

Duties and Obligations. The Administrative Agent shall or any of its directors, officers, agents or employees (and, for purposes hereof, the Agent will be deemed to be contracting as agent for and on behalf of such Persons) will not have be liable to any duties Lender for any action taken or obligations omitted to be taken by it under or in connection with the Documents, except those expressly set forth in the Loan Documentsfor its own gross negligence or willful misconduct. Without limiting the generality of the foregoing, the Agent: (a) may assume that there has been no assignment or transfer by the Administrative Lenders of their rights under the Documents, unless and until the Agent shall not be subject to any fiduciary or other implied duties, regardless receives a duly executed Instrument of whether a Default has occurred and is continuing, Adhesion from such Lender; (b) may consult with counsel (including counsel for the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02Borrower), and, (c) except as expressly set forth in the Loan Documents, the Administrative Agent shall not have any duty to disclose, independent public accountants and shall not be liable for the failure to disclose, any information relating to any Loan Party or any Subsidiary that is communicated to or obtained other experts selected by the bank serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall it and will not be liable for any action taken or not omitted to be taken in good faith by it in accordance with or reliance upon the consent advice of such counsel, accountants or at the request experts; (c) will incur no liability under or in respect of the Required Lenders Documents by acting upon any notice, consent, certificate or other instrument or writing believed by it to be genuine and signed or sent by the apparently proper Person or by acting upon any representation or warranty of the Borrower made or deemed to be made hereunder; (d) may assume that no Default or Event of Default has occurred and is continuing unless it has actual knowledge to the contrary; and (e) may rely, as to any matter of fact which might reasonably be expected to be within the knowledge of any Person, upon a certificate signed by or on behalf of such other number Person. Further, the Agent (i) does not make any warranty or percentage representation to any Lender nor will it be responsible to any Lender for the accuracy or completeness of the data made available to any of the Lenders as shall be necessary under in connection with the circumstances as provided Credit Facilities or for any statements, warranties or representations (whether written or oral) made in Section 9.02connection with the Credit Facilities, (ii) or in the absence of its own gross negligence or willful misconduct as determined by a final nonappealable judgment of a court of competent jurisdiction. The Administrative Agent shall be deemed will not to have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent by the Borrower or a Lender, and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or in connection with any Loan Document, (iii) to enquire as to the performance or observance of any of the covenantsterms, agreements or other terms covenants or conditions set forth in of the Documents on the part of the Borrower or to inspect the property (including books and records) of the Borrower, and (iii) will not be responsible to any Loan DocumentLender for the due execution, (iv) the legality, validity, enforceability, effectiveness genuineness, sufficiency or genuineness value of any Loan Document the Documents or any other agreement, instrument or document, (v) the creation, perfection document furnished pursuant hereto or priority of Liens on the Collateral or the existence of the Collateral, or (vi) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to the Administrative Agentthereto.

Duties and Obligations. The Administrative Agent shall not have any duties or obligations except those expressly set forth in the Loan Documents. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02), and, and (c) except as expressly set forth in the Loan Documents, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Loan Party or any Subsidiary that is communicated to or obtained by the bank serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02) or in the absence of its own gross negligence or willful misconduct as determined by a final nonappealable judgment of a court of competent jurisdiction. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent by the Borrower Representative or a Lender, and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or in connection with any Loan Document, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document, (v) the creation, perfection or priority of Liens on the Collateral or the existence of the Collateral, or (vi) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent. 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 disclosure of confidential information, to any Disqualified Institution.

Duties and Obligations. The Administrative Agent shall not have any duties or obligations except those expressly set forth in the Loan Documents. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02), and, and (c) except as expressly set forth in the Loan Documents, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Loan Party or any Subsidiary that is communicated to or obtained by the bank serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02) or in the absence of its own gross negligence or willful misconduct as determined by a final nonappealable judgment of a court of competent jurisdiction. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent by the Borrower Representative or a Lender, and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or in connection with any Loan Document, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document, (v) the creation, perfection or priority of Liens on the Collateral or the existence of the Collateral, or (vi) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent. 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 Ineligible Institutions or 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 an Ineligible Institution or a Disqualified Institution or (y) have any liability with respect to or arising out of any assignment or participation of Loans, or disclosure of confidential information, to any Ineligible Institution or Disqualified Institution.

Duties and Obligations. The In performing its functions and duties hereunder on behalf of the Banks, the Administrative Agent shall not have exercise the same care and skill as it would exercise in dealing with loans for its own account. Neither the Administrative Agent nor any duties of its directors, officers, employees or obligations other agents shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement or any Loan Document except those expressly set forth in the Loan Documentsfor its or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, the Administrative Agent (a) the Administrative Agent shall not be subject to any fiduciary or may consult with legal counsel and other implied duties, regardless of whether a Default has occurred experts selected by it and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02), and, (c) except as expressly set forth in the Loan Documents, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Loan Party or any Subsidiary that is communicated to or obtained by the bank serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall not be liable for any action taken or not omitted to be taken by it in good faith and in accordance with the consent advice of such experts; (b) makes no representation or at the request of the Required Lenders (or such other number or percentage of the Lenders warranty to any Bank as shall be necessary under the circumstances as provided in Section 9.02) or in the absence of its own gross negligence or willful misconduct as determined by a final nonappealable judgment of a court of competent jurisdiction. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent by the Borrower or a Lenderto, and the Administrative Agent shall not be responsible for to any Bank for, any recital, statement, representation or warranty made in or in connection with this Agreement, any Loan Document or in any written or oral statement (including a financial or other such statement), instrument or other document delivered in connection herewith or therewith or furnished to any Bank by or on behalf of any Borrower; (c) shall have any no 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 hereunder or in connection with any Loan Document, (iii) the Borrower's performance or observance of any of the covenants, agreements or other terms covenants or conditions set forth contained herein or to inspect any of the property (including the books and records) of any Borrower or inquire into the use of the proceeds of the Loans or (unless the officers of the Administrative Agent active in their capacity as officers of the Administrative Agent on any Loan DocumentBorrower's account have actual knowledge thereof or have been notified in writing thereof) to inquire into the existence or possible existence of any Event of Default or Potential Default; (d) shall not be responsible to any Bank for the due execution, (iv) the legality, validity, enforceability, effectiveness effectiveness, genuineness, sufficiency, collectibility or genuineness value of this Agreement or any other Loan Document or any other agreement, instrument or documentdocument executed or issued pursuant hereto or in connection herewith, (v) except to the creation, perfection or priority of Liens extent that such may be dependent on the Collateral or due authorization and execution by the existence Administrative Agent itself; (e) except as expressly provided herein in respect of the Collateral, or (vi) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered information and data furnished to the Administrative AgentAgent for distribution to the Banks, shall have no duty or responsibility, either initially or on a continuing basis, to provide to any Bank any credit or other information with respect to any Borrower, whether coming into its possession before the making of the Loans or at any time or times thereafter; and (f) shall incur no liability under or in respect of this Agreement or any other Loan Document for, and shall be entitled to rely and act upon, any notice, consent, certificate or other instrument or writing (which may be by facsimile (telecopier), telegram, cable, or other electronic means) believed by it to be genuine and correct and to have been signed or sent by the proper party or parties.

Duties and Obligations. The Administrative In performing its functions and duties hereunder on behalf of the Banks, each Agent shall not have exercise the same care and skill as it would exercise in dealing with loans for its own account. Neither Agent, nor any duties of its directors, officers, employees or obligations other agents shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement or any Loan Document except those expressly set forth in the Loan Documentsfor its or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, each Agent (a) the Administrative Agent shall not be subject to any fiduciary or may consult with legal counsel and other implied duties, regardless of whether a Default has occurred experts selected by it and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02), and, (c) except as expressly set forth in the Loan Documents, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Loan Party or any Subsidiary that is communicated to or obtained by the bank serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall not be liable for any action taken or not omitted to be taken by it in good faith and in accordance with the consent advice of such experts; (b) makes no representation or at the request of the Required Lenders (or such other number or percentage of the Lenders warranty to any Bank as shall be necessary under the circumstances as provided in Section 9.02) or in the absence of its own gross negligence or willful misconduct as determined by a final nonappealable judgment of a court of competent jurisdiction. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent by the Borrower or a Lenderto, and the Administrative Agent shall not be responsible for to any Bank for, any recital, statement, representation or warranty made in or in connection with this Agreement, any Loan Document or in any written or oral statement (including a financial or other such statement), instrument or other document delivered in connection herewith or therewith or furnished to any Bank by or on behalf of the Borrowers; (c) shall have any no 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 hereunder or in connection with any Loan Document, (iii) the Borrowers' performance or observance of any of the covenants, agreements or other terms covenants or conditions set forth contained herein or to inspect any of the property (including the books and records) of the Borrowers or inquire into the use of the proceeds of the Revolving Loans or Term Loans or (unless the officers of the Agent active in their capacity as officers of such Agent on the Borrowers' account have actual knowledge thereof or have been notified in writing thereof) to inquire into the existence or possible existence of any Loan DocumentEvent of Default or Potential Default; (d) shall not be responsible to any Bank for the due execution, (iv) the legality, validity, enforceability, effectiveness effectiveness, genuineness, sufficiency, collectibility or genuineness value of this Agreement or any other Loan Document or any other agreement, instrument or documentdocument executed or issued pursuant hereto or in connection herewith, (v) except to the creation, perfection or priority of Liens extent that such may be dependent on the Collateral due authorization and execution by the Agent itself; (e) except as expressly provided herein in respect of information and data furnished to any Agent for distribution to the Banks, shall have no duty or responsibility, either initially or on a continuing basis, to provide to any Bank any credit or other information with respect to the existence Borrowers, whether coming into its possession before the making of the CollateralLoans or at any time or times thereafter; and (f) shall incur no liability under or in respect of this Agreement or any other Loan Document for, and shall be entitled to rely and act upon, any notice, consent, certificate or other instrument or writing (which may be by facsimile (telecopier), telegram, cable, or (viother electronic means) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan Document, other than to confirm receipt of items expressly required believed by it to be delivered genuine and correct and to have been signed or sent by the Administrative Agentproper party or parties.

Duties and Obligations. The Administrative Agent shall not have any duties or obligations except those expressly set forth in the Loan Documents. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02), and, (c) except as expressly set forth in the Loan Documents, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Loan Party or any Subsidiary that is communicated to or obtained by the bank serving as the Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02) or in the absence of its own gross negligence or willful misconduct as determined by a final nonappealable judgment of a court of competent jurisdiction. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent by the Borrower Representative or a Lender, and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or in connection with any Loan Document, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document, (v) the creation, perfection or priority of Liens on the Collateral or the existence of the Collateral, or (vi) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.

Duties and Obligations. The Administrative Neither the Agent nor any of its directors, officers, agents or employees (and, for purposes hereof, the Agent shall not have be deemed to be contracting as agent and trustee for and on behalf of such persons) shall be liable to the Lenders for any duties action taken or obligations omitted to be taken by it or them under or in connection with this Agreement except those expressly set forth for its or their own gross negligence or wilful misconduct, as determined in the Loan Documentsa final, non-appealable judgment by a court of competent jurisdiction. Without limiting the generality of the foregoing, the Agent: (a) may assume that there has been no assignment or transfer by any means by the Administrative Lenders of their rights hereunder, unless and until the Agent shall not be subject to any fiduciary or other implied dutiesreceives written notice of the assignment thereof from such Xxxxxx and the Agent receives from the assignee an executed Assignment Agreement providing, regardless of whether a Default has occurred and inter alia, that such assignee is continuing, bound hereby as it would have been if it had been an original Lender party hereto; (b) may consult with legal counsel (including receiving the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights opinions of Xxxxxxxx’s counsel and powers expressly contemplated by the Loan Documents that the Administrative Agent is Xxxxxxx’ Counsel required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02hereunder), and, (c) except as expressly set forth in the Loan Documents, the Administrative Agent shall not have any duty to disclose, independent public accountants and shall not be liable for the failure to disclose, any information relating to any Loan Party or any Subsidiary that is communicated to or obtained other experts selected by the bank serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent it and shall not be liable for any action taken or not omitted to be taken in good faith by it in accordance with the consent advice of such counsel, accountants or experts; (c) shall incur no liability under or in respect of this Agreement by acting upon any notice, consent, certificate or other instrument or writing (which may be by telegram, cable, telecopier, facsimile, electronic mail or other electronic means of communication which may generate a written record thereof) believed by it to be genuine and signed or sent by the proper party or parties or by acting upon any representation or warranty of the Borrower made or deemed to be made hereunder; (d) may assume that no Default or Event of Default has occurred and is continuing unless it has actual knowledge to the contrary; (e) may rely as to any matters of fact which might reasonably be expected to be within the knowledge of any person upon a certificate signed by or on behalf of such person; (f) shall not be bound to disclose to any other person any information relating to the Borrower, any of its Subsidiaries or any other person if such disclosure would or might in its opinion constitute a breach of any applicable law, be in default of the provisions hereof or be otherwise actionable at the request suit of any other person; and (g) may refrain from exercising any right, power or discretion vested in it which would or might in its reasonable opinion be contrary to any applicable law or any directive or otherwise render it liable to any person, and may do anything which is in its reasonable opinion necessary to comply with such applicable law. Further, the Agent (i) does not make any warranty or representation to any Lender nor shall it be responsible to any Lender for the accuracy or completeness of the Required Lenders (representations and warranties of the Borrower herein or such other number or percentage the data made available to any of the Lenders as shall be necessary under in connection with the circumstances as provided negotiation of this Agreement, or for any statements, warranties or representations (whether written or oral) made in Section 9.02) or in the absence of its own gross negligence or willful misconduct as determined by a final nonappealable judgment of a court of competent jurisdiction. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent by the Borrower or a Lender, and the Administrative Agent connection with this Agreement; (ii) shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or in connection with any Loan Document, (iii) to enquire as to the performance or observance of any of the covenantsterms, agreements or other terms covenants or conditions set forth in of this Agreement on the part of the Borrower or to inspect the property (including the books and records) of the Borrower or any Loan Documentof its Subsidiaries; and (iii) shall not be responsible to any Lender for the due execution, (iv) the legality, validity, enforceability, effectiveness genuineness, sufficiency or genuineness value of any Loan Document this Agreement or any other agreement, instrument or document, (v) the creation, perfection or priority of Liens on the Collateral or the existence of the Collateral, or (vi) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to the Administrative Agentdocument furnished pursuant hereto.

Duties and Obligations. The Administrative (a) Neither Agent nor any of its directors, officers, agents or employees shall not have be liable for any duties action taken or obligations omitted to be taken by it or any of them under or in connection with this Agreement except those expressly set forth in the Loan Documentsfor its or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, Agent (ai) may treat each Lender which is a party hereto as the Administrative party entitled to receive payments hereunder until Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage receives written notice of the Lenders assignment of such Lender's interest herein signed by such Lender and made in accordance with the terms hereof and a written agreement of the assignee that it is bound hereby as shall be necessary under the circumstances as provided it would have been had it been an original party hereto, in Section 9.02each case in form satisfactory to Agent; (ii) may consult with legal counsel (including counsel for Borrower), and, (c) except as expressly set forth in the Loan Documents, the Administrative Agent shall not have any duty to disclose, independent public accountants and shall not be liable for the failure to disclose, any information relating to any Loan Party or any Subsidiary that is communicated to or obtained other experts selected by the bank serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent it and shall not be liable for any action taken or not omitted to be taken in good faith by it in accordance with the consent advice of such experts; (iii) makes no warranty or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02) or in the absence of its own gross negligence or willful misconduct as determined by a final nonappealable judgment of a court of competent jurisdiction. The Administrative Agent shall be deemed not representation to have knowledge of any Default unless Lender and until written notice thereof is given to the Administrative Agent by the Borrower or a Lender, and the Administrative Agent shall not be responsible to any Lender for any statements, warranties or representations made in or in connection with this Agreement, the other Loan Documents or in any instrument or document furnished pursuant hereto or thereto; (iv) shall not have any duty to ascertain or to 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 hereunder or in connection with any Loan Document, (iii) as to the performance or observance of any of the terms, covenants, agreements or other terms or conditions set forth in of the Loan Documents on the part of Borrower or as to the use any of the proceeds of the Loan Documentor as to the existence or possible existence of any Default or Event of Default; (v) shall not be responsible to any Lender for the due execution, (iv) the legality, validity, enforceability, effectiveness genuineness, effectiveness, or genuineness value of this Agreement or of any Loan Document or any other agreement, instrument or document, (v) the creation, perfection or priority of Liens on the Collateral or the existence of the Collateral, or document furnished pursuant hereto; and (vi) shall incur no liability under or in respect to this Agreement by acting upon any oral or written notice, consent, certificate or other instrument or writing (which may be by telegram, facsimile transmission, cable or telex) believed by it to be genuine and signed or sent by the satisfaction proper party or parties or by acting upon any representation or warranty of Borrower made or deemed to be made hereunder. (b) Agent will account to each Lender in accordance with Section 2.7(c) for payments of principal of, and interest on, the Loan which are received by Agent from Borrower and will promptly remit to Lenders entitled thereto all such payments. If and to the extent that Agent receives any such payment on or before 12:00 noon, Seattle time, and otherwise in accordance with Section 2.7(a) and Agent has not remitted the appropriate portion thereof to any Lender by the close of business on that day, then Agent shall pay interest on such amount to such Lender at the Federal Funds Rate for each day until such remittance is made. Agent will transmit to each Lender copies of all documents received from Borrower pursuant to the requirements of this Agreement other than documents which by the terms of this Agreement Borrower is obligated to deliver directly to Lenders. Agent will give written notice to all Lenders of any condition set forth matter requiring approval by all Lenders or by the Majority Lenders, and Agent will use its best efforts to give such notice sufficiently in advance of the time at which action must be taken so as to afford the Lenders a chance to review and consider the matter; provided, however, that this notice requirement shall not modify or affect the right or obligation of Agent to act or refrain from acting upon the instructions or with the consent of all Lenders or Majority Lenders, as applicable, pursuant to this Article IV 10. (c) Each Lender or elsewhere its assignee organized outside of the United States shall furnish to Agent in any Loan Documenta timely fashion such documentation (including, other than but not by way of limitation, IRS Forms Nos. 1001 and 4224) as may be required by applicable law or regulation to confirm receipt of items expressly required to be delivered to the Administrative Agentestablish such Lender's status for tax withholding purposes.

Duties and Obligations. The Administrative Agent shall not have any duties or obligations except those expressly set forth in the Loan Documents. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02), and, and (c) except as expressly set forth in the Loan Documents, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Loan Party or any Subsidiary of its Subsidiaries that is communicated to or obtained by the bank serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02) or in the absence of its own gross negligence or willful misconduct as determined by a final nonappealable judgment of a court of competent jurisdiction. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent by the Borrower Representative or a Lender, and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or in connection with any Loan Document, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document, (v) the creation, perfection or priority of Liens on the Collateral or the existence of the Collateral, or (vi) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.

Duties and Obligations. The Administrative Agent shall and any of its directors, officers, agents or employees (and, for purposes hereof, the Agent will be deemed to be contracting as agent for and on behalf of such Persons) will not have be liable to any duties Lender for any action taken or obligations omitted to be taken by it under or in connection with the Documents, except those expressly set forth for its gross negligence or wilful misconduct as determined in the Loan Documentsfinal non-appealable judgment of a court of competent jurisdiction. Without limiting the generality of the foregoing, the Agent: (a) may assume that there has been no assignment or transfer by the Administrative Lenders of their rights under the Documents, unless and until the Agent shall not be subject to any fiduciary or other implied duties, regardless of whether receives a Default has occurred and is continuing, duly executed Assignment from such Lender; (b) may consult with counsel (including counsel for the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02Borrower), and, (c) except as expressly set forth in the Loan Documents, the Administrative Agent shall not have any duty to disclose, independent public accountants and shall not be liable for the failure to disclose, any information relating to any Loan Party or any Subsidiary that is communicated to or obtained other experts selected by the bank serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall it and will not be liable for any action taken or not omitted to be taken in good faith by it in accordance with or reliance upon the consent advice of such counsel, accountants or at the request experts; (c) will incur no liability under or in respect of the Required Lenders Documents by acting upon any notice, consent, certificate or other instrument or writing believed by it to be genuine and signed or sent by the apparently proper Person or by acting upon any representation or warranty of any Harvest Party made or deemed to be made hereunder; (d) may assume that no Default or Event of Default has occurred and is continuing unless it has actual knowledge to the contrary; and (e) may rely, as to any matter of fact which might reasonably be expected to be within the knowledge of any Person, upon a certificate signed by or on behalf of such other number Person. Further, the Agent (i) does not make any warranty or percentage representation to any Lender nor will it be responsible to any Lender for the accuracy or completeness of the data made available to any of the Lenders as shall be necessary under in connection with the circumstances as provided Credit Facility, or for any statements, warranties or representations (whether written or oral) made in Section 9.02connection with the Credit Facility, (ii) or in the absence of its own gross negligence or willful misconduct as determined by a final nonappealable judgment of a court of competent jurisdiction. The Administrative Agent shall be deemed will not to have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent by the Borrower or a Lender, and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or in connection with any Loan Document, (iii) to enquire as to the performance or observance of any of the covenantsterms, agreements or other terms covenants or conditions set forth in of the Documents on the part of the Borrower or to inspect the property (including books and records) of the Borrower, and (iii) will not be responsible to any Loan DocumentLender for the due execution, (iv) the legality, validity, enforceability, effectiveness genuineness, sufficiency or genuineness value of any Loan Document the Documents or any other agreement, instrument or document, (v) the creation, perfection document furnished pursuant hereto or priority of Liens on the Collateral or the existence of the Collateral, or (vi) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to the Administrative Agentthereto.

Duties and Obligations. The (a) Neither the Administrative Agent nor any of its directors, officers, agents or employees (and, for purposes hereof, the Administrative Agent shall not have be deemed to be contracting for and on behalf of such Persons) shall be liable for any duties action taken or obligations omitted to be taken by it or them under or in connection with this Agreement except those expressly set forth in the Loan Documentsfor its or their own gross negligence or wilful misconduct. Without limiting the generality of the foregoing, the Administrative Agent: (ai) may assume that there has been no assignment or transfer by any means by any Lender of its rights hereunder, unless and until the Administrative Agent shall not be subject has received a duly completed and executed assignment in form satisfactory to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, it; (bii) may consult with legal counsel (including the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02Lenders' Counsel), and, (c) except as expressly set forth in the Loan Documents, the Administrative Agent shall not have any duty to disclose, independent public accountants and shall not be liable for the failure to disclose, any information relating to any Loan Party or any Subsidiary that is communicated to or obtained other experts of reputable standing selected by the bank serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent it and shall not be liable for any action taken or not omitted to be taken in good faith by it in accordance with the consent advice of such counsel, accountants or at experts; (iii) shall incur no liability under or in respect of this Agreement by acting upon any notice, consent, certificate or other instrument or writing believed by it to be genuine and signed or sent by the request proper party or parties or by acting upon any representation or warranty of the Required Lenders Borrowers or any Guarantor made or deemed to be made hereunder; (iv) may assume that no Event of Default has occurred and is continuing unless an appropriate officer charged with the administration of this Agreement has actual notice or such other number or percentage knowledge to the contrary; (v) may rely as to any matters of fact which might reasonably be expected to be within the Lenders as shall be necessary under the circumstances as provided in Section 9.02) or in the absence of its own gross negligence or willful misconduct as determined by a final nonappealable judgment of a court of competent jurisdiction. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof is given Person upon a certificate signed by or on behalf of such Person; and (vi) shall incur no liability for its failure to distribute to any Lender the financial statements or other information provided to the Administrative Agent by the Borrower Borrowers or a Lenderany Guarantor. Further, and the Administrative Agent (a) shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or in connection with any Loan Document, (iii) to enquire as to the performance or observance of any of the covenantsterms, agreements or other terms covenants or conditions set forth in of this Agreement on the part of any Loan Documentof the Borrowers or any Guarantor or to inspect the property (including the books and records) of any of the Borrowers or any Guarantor and (b) shall not be responsible to any Lender for the due execution, (iv) the legality, validity, enforceability, effectiveness genuineness, sufficiency or genuineness value of any Loan Document this Agreement or any other agreement, instrument or document, document furnished pursuant hereto. (vb) The Administrative Agent makes no warranty or representation to any Lender nor shall the creation, perfection Administrative Agent be responsible to any Lender for the accuracy or priority of Liens on the Collateral or the existence completeness of the Collateraldata made available to any of the Lenders in connection with the negotiation of this Agreement, or for any statements, warranties or representations (viwhether written or oral) made in or in connection with this Agreement. (c) Except as otherwise provided for herein, the satisfaction Administrative Agent may, but is not obligated to, seek the approval of the Majority Lenders to any condition set forth in Article IV or elsewhere in any Loan Document, other than to confirm receipt of items expressly consents required to be delivered to given by the Administrative AgentAgent hereunder.

Duties and Obligations. The Neither the Administrative Agent nor any of its directors, officers, agents or employees shall not have be liable for any duties action taken or obligations omitted to be taken by it or them under or in connection with this Agreement except those expressly set forth in the Loan Documentsfor its or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, (ai) the Administrative Agent shall not be subject may treat the payee of any Note as the holder thereof unless and until the Administrative Agent receives written notice of the assignment thereof signed by such payee and the Administrative Agent receives the written agreement of the assignee that such assignee is bound hereby as it would have been if it had been an original Bank party hereto, in each case in form satisfactory to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuingthe Administrative Agent, (bii) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by may consult with legal counsel (including counsel for the Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02Borrower), and, (c) except as expressly set forth in the Loan Documents, the Administrative Agent shall not have any duty to disclose, independent public accountants and shall not be liable for the failure to disclose, any information relating to any Loan Party or any Subsidiary that is communicated to or obtained other experts selected by the bank serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent it and shall not be liable for any action taken or not omitted to be taken in good faith by it in accordance with the consent advice of such counsel, accountants or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02) or in the absence of its own gross negligence or willful misconduct as determined by a final nonappealable judgment of a court of competent jurisdiction. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent by the Borrower or a Lenderexperts, and (iii) the Administrative Agent shall incur no liability under or in respect of this Agreement by acting upon any notice, consent, certificate or other instrument or writing (which may be by facsimile) believed by it to be genuine and signed or sent by the proper party or parties or by acting upon any representation or warranty of the Borrower made or deemed to be made hereunder. Further, the Administrative Agent (A) makes no warranty or representation to any Bank and shall not be responsible to any Bank for the accuracy or completeness of any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement, (B) shall not have any duty to ascertain or to 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 hereunder or in connection with any Loan Document, (iii) as to the performance or observance of any of the covenantsterms, agreements or other terms covenants or conditions set forth in of this Agreement on the part of the Borrower or to inspect the property (including the books and records) of the Borrower, and (C) shall not be responsible to any Loan DocumentBank for the due execution, (iv) the legality, validity, enforceability, effectiveness genuineness, sufficiency or genuineness value of any Loan Document this Agreement or any other agreement, instrument or document, (v) the creation, perfection or priority of Liens on the Collateral or the existence of the Collateral, or (vi) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to the Administrative Agentdocument furnished pursuant hereto.

Duties and Obligations. The Administrative Neither the Agent nor any of its directors, officers, agents or employees (and, for purposes hereof, the Agent shall not have be deemed to be contracting as agent and trustee for and on behalf of such persons) shall be liable to the Lenders for any duties action taken or obligations omitted to be taken by it or them under or in connection with this Agreement except those expressly set forth in the Loan Documentsfor its or their own gross negligence or wilful misconduct. Without limiting the generality of the foregoing, the Agent: (a) may assume that there has been no assignment or transfer by any means by the Administrative Lenders of their rights hereunder, unless and until the Agent shall not be subject to any fiduciary or other implied duties, regardless receives written notice of whether a Default has occurred the assignment thereof from such Lender and is continuing, the Agent receives from the assignee an executed Lender Assignment Agreement; (b) may consult with legal counsel (including receiving the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights opinions of Borrower’s Counsel and powers expressly contemplated by the Loan Documents that the Administrative Agent is Lenders’ Counsel required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02hereunder), and, (c) except as expressly set forth in the Loan Documents, the Administrative Agent shall not have any duty to disclose, independent public accountants and shall not be liable for the failure to disclose, any information relating to any Loan Party or any Subsidiary that is communicated to or obtained other experts selected by the bank serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent it and shall not be liable for any action taken or not omitted to be taken in good faith by it in accordance with the consent advice of such counsel, accountants or experts; (c) shall incur no liability under or in respect of this Agreement by acting upon any notice, consent, certificate or other instrument or writing (which may be by telegram, cable, telecopier or telex) believed by it to be genuine and signed or sent by the proper party or parties or by acting upon any representation or warranty of the Borrower made or deemed to be made hereunder; (d) may assume that no Default or Event of Default has occurred and is continuing unless it has actual knowledge to the contrary; (e) may rely as to any matters of fact which might reasonably be expected to be within the knowledge of any Person upon a certificate signed by or on behalf of such Person; (f) shall not be bound to disclose to any other Person any information relating to the Borrower, any of its Subsidiaries or any other Person if such disclosure would or might in its opinion constitute a breach of any Laws, be in default of the provisions hereof or be otherwise actionable at the request suit of any other Person; and (g) may refrain from exercising any right, power or discretion vested in it which would or might in its reasonable opinion be contrary to any Laws or any directive or otherwise render it liable to any Person, and may do anything which is in its reasonable opinion necessary to comply with such Laws. Further, the Agent (i) does not make any warranty or representation to any Lender nor shall it be responsible to any Lender for the accuracy or completeness of the Required Lenders (representations and warranties of the Borrower herein or such other number or percentage the data made available to any of the Lenders as shall be necessary under in connection with the circumstances as provided negotiation of this Agreement, or for any statements, warranties or representations (whether written or oral) made in Section 9.02) or in the absence of its own gross negligence or willful misconduct as determined by a final nonappealable judgment of a court of competent jurisdiction. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent by the Borrower or a Lender, and the Administrative Agent connection with this Agreement; (ii) shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or in connection with any Loan Document, (iii) to enquire as to the performance or observance of any of the covenantsterms, agreements or other terms covenants or conditions set forth in of this Agreement on the part of the Borrower or to inspect the property (including the books and records) of the Borrower or any Loan Documentof its Subsidiaries; and (iii) shall not be responsible to any Lender for the due execution, (iv) the legality, validity, enforceability, effectiveness genuineness, sufficiency or genuineness value of any Loan Document this Agreement or any other agreement, instrument or document, (v) the creation, perfection or priority of Liens on the Collateral or the existence of the Collateral, or (vi) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to the Administrative Agentdocument furnished pursuant hereto.

Duties and Obligations. The Administrative Agent or the Lead Arrangers, as applicable, shall not have any duties or obligations except those expressly set forth in the Loan Documents. Without limiting the generality of the foregoing, the Administrative Agent or the Lead Arrangers, as applicable, (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Loan Documents that the Administrative Agent is required to exercise in writing as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02), and, (c) except as expressly set forth in the Loan Documents, provided that the Administrative Agent shall not be required to take any action that, in the reasonable opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable law, including for the avoidance of doubt any action that may be in violation of the automatic stay under any debtor relief law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any debtor relief law and (c) shall not have any duty or responsibility to disclose, and shall not be liable for the failure to disclose, any information relating to any Loan Party Lender or any Subsidiary Issuing Bank, any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any of the Loan Parties or any of their Affiliates, that is communicated to, obtained or in the possession of, the Administrative Agent, the Lead Arrangers or any of their Related Parties in any capacity, except for notices, reports and other documents expressly required to or obtained be furnished to the Lenders by the bank serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent or the Lead Arrangers, as applicable, shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02) or in the absence of its own gross negligence or willful misconduct as determined by a final nonappealable judgment of a court of competent jurisdiction. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent by the Borrower or a Lender, and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or in connection with any Loan Document, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document, (v) the creation, perfection or priority of Liens on the Collateral or the existence of the Collateral, or (vi) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent. None of the Lenders or other Persons identified on the facing page or signature pages of this Agreement as a “syndication agent,” “documentation agent,” “lead arranger,” “bookrunner” or other similar term shall have any right, power, obligation, liability, responsibility or duty under this Agreement other than those applicable to all Lenders as such. Without limiting the foregoing, none of the Lenders or other Persons so identified shall have or be deemed to have any fiduciary relationship with any Lender. Each Lender acknowledges that it has not relied, and will not rely, on any of the Lenders or other Persons so identified in deciding to enter into this Agreement or in taking or not taking action hereunder.

Duties and Obligations. The Administrative Agent shall not have any duties or obligations except those expressly set forth in the Loan Documentsherein. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Loan Documents hereby that the Administrative Agent is required to exercise in writing as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02), and, and (c) except as expressly set forth in the Loan Documentsherein, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Loan Party the Borrower or any Subsidiary of its Subsidiaries that is communicated to or obtained by the bank serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02) or in the absence of its own gross negligence or willful misconduct as determined by a final nonappealable judgment of a court of competent jurisdictionmisconduct. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent by the Borrower or a Lender, and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Documentthis Agreement, (ii) the contents of any certificate, report or other document delivered hereunder or in connection with any Loan Documentherewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Loan Documentherein, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document this Agreement or any other agreement, instrument or document, or (v) the creation, perfection or priority of Liens on the Collateral or the existence of the Collateral, or (vi) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan Documentherein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.

Duties and Obligations. The Administrative Agent shall not have any duties or obligations except those expressly set forth in the Loan Documents. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02), and, (c) except as expressly set forth in the Loan Documents, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Loan Party or any Subsidiary that is communicated to or obtained by the bank entity serving as the Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02) or in the absence of its own gross negligence or willful misconduct as determined by a final nonappealable judgment of a court of competent jurisdiction. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent by the Borrower or a Lender, and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or in connection with any Loan Document, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document, (v) the creation, perfection or priority of Liens on the Collateral or the existence of the Collateral, or (vi) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.

Duties and Obligations. The Administrative Agent shall not have any duties or obligations except those expressly set forth in the Loan Documents. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02), and, (c) except as expressly set forth in the Loan Documents, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Loan Party or any Subsidiary that is communicated to or obtained by the bank serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02) or in the absence of its own gross negligence or willful misconduct as determined by a final nonappealable judgment of a court of competent jurisdiction. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent by the Borrower Altair Engineering or a Lender, and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or in connection with any Loan Document, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document, (v) the creation, perfection or priority of Liens on the Collateral or the existence of the Collateral, or (vi) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.

Duties and Obligations. The Administrative Agent shall not have any duties or obligations except those expressly set forth in the Loan Documents. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02), and, (c) except as expressly set forth in the Loan Documents, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Loan Party or any Subsidiary that is communicated to or obtained by the bank serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02) or in the absence of its own gross negligence or willful misconduct as determined by a final nonappealable judgment of a court of competent jurisdiction. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent by the Borrower or a Lender, and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or in connection with any Loan Document, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document, (v) the creation, perfection or priority of Liens on the Collateral or the existence of the Collateral, or (vi) the satisfaction of any condition set forth in Article IV 4 or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.

Duties and Obligations. The Administrative Agent shall or any of its directors, officers, agents or employees (and, for purposes hereof, the Agent will be deemed to be contracting as agent for and on behalf of such Persons) will not have be liable to any duties Lender for any action taken or obligations omitted to be taken by it under or in connection with the Documents, except those expressly set forth in the Loan Documentsfor its own gross negligence or wilful misconduct, as determined by a final, non-appealable judgment of a court of competent jurisdiction. Without limiting the generality of the foregoing, the Agent: (a) may assume that there has been no assignment or transfer by the Administrative Lenders of their rights under the Documents, unless and until the Agent shall not be subject to any fiduciary or other implied duties, regardless of whether receives a Default has occurred and is continuing, duly executed Assignment Agreement from such Lender; (b) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders may consult with counsel (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02including Borrower’s Counsel), and, (c) except as expressly set forth in the Loan Documents, the Administrative Agent shall not have any duty to disclose, independent public accountants and shall not be liable for the failure to disclose, any information relating to any Loan Party or any Subsidiary that is communicated to or obtained other experts selected by the bank serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall it and will not be liable for any action taken or not omitted to be taken in good faith by it in accordance with or reliance upon the consent advice of such counsel, accountants or at the request experts; (c) will incur no liability under or in respect of the Required Lenders Documents by acting upon any notice, consent, certificate or other instrument or writing believed by it to be genuine and signed or sent by the apparently proper Person or by acting upon any representation or warranty of any Loan Party made or deemed to be made hereunder; (d) may assume that no Default or Event of Default has occurred and is continuing unless it has actual knowledge to the contrary; and (e) may rely, as to any matter of fact which might reasonably be expected to be within the knowledge of any Person, upon a certificate signed by or on behalf of such other number Person. Further, the Agent (i) does not make any warranty or percentage representation to any Lender nor will it be responsible to any Lender for the accuracy or completeness of the data made available to any of the Lenders as shall be necessary under the circumstances as provided in Section 9.02connection with any Credit Facilities, or for any statements, warranties or representations (whether written or oral) or made in the absence of its own gross negligence or willful misconduct as determined by a final nonappealable judgment of a court of competent jurisdiction. The Administrative Agent shall be deemed connection with any Credit Facility, (ii) will not to have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent by the Borrower or a Lender, and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or in connection with any Loan Document, (iii) to enquire as to the performance or observance of any of the covenantsterms, agreements or other terms covenants or conditions set forth in of the Documents on the part of any Loan DocumentParty or to inspect the property (including books and records) of any Loan Party, and (iviii) will not be responsible to any Lender for the due execution, legality, validity, enforceability, effectiveness genuineness, sufficiency or genuineness value of any Loan Document the Documents or any other agreement, instrument or document, (v) the creation, perfection document furnished pursuant hereto or priority of Liens on the Collateral or the existence of the Collateral, or (vi) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to the Administrative Agentthereto.

Duties and Obligations. The Administrative Agent and, if applicable, any of its managers, members, shareholders, officers, directors, agents, employees or advisors, shall not have be liable for any duties action taken or obligations omitted to be taken by it or any of them under or in connection with this Agreement or any Note except those expressly set forth in the Loan Documentsfor its or their own willful misconduct. Without limiting the generality of the foregoing, (a) the Administrative Agent: i. may treat each Investor which is a party hereto and a holder of a Note as the party entitled to receive payments hereunder or thereunder until the Agent shall not be subject receives written notice of the assignment of such Investor’s interest herein or in such Note signed by such Investor and made in accordance with the terms hereof and thereof and a written agreement of the assignee that it is bound hereby to any fiduciary or the same extent as it would have been had it been an original party hereto and under the Note, in each case in form satisfactory to the Agent; ii. may, to the extent the Agent deems reasonably necessary, consult with legal counsel, independent public accountants and other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated experts selected by the Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02), and, (c) except as expressly set forth in the Loan Documents, the Administrative Agent shall not have any duty to discloseAgent, and shall not be liable for the failure to disclose, any information relating to any Loan Party or any Subsidiary that is communicated to or obtained by the bank serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall not be liable for any action taken or omitted to be taken in good faith in accordance with the advice of such experts; iii. makes no warranty or representation of any kind whatsoever to any Investor and shall not taken be responsible to any Investor for any statements, warranties or representations made in or in connection with this Agreement or any other Loan Document; iv. shall not have any duty to ascertain or to inquire as to the performance of any of the terms, covenants, or conditions of the Notes, or of any instrument or document furnished pursuant thereto on the part of the Company or as to the use of the proceeds of any Note; v. shall not be responsible to any Investor for the due execution, legality, validity, enforceability, genuineness, effectiveness, or value of this Agreement, of any Note, or of any other Loan Document; vi. shall incur no liability under or in respect of this Agreement or any Note or any other Loan Document by acting upon any written notice, consent, certificate or other instrument or writing believed by it with to be genuine and signed, sent or made by the consent proper party or at the request parties or by acting upon any representation or warranty of the Required Lenders (Company made or deemed to be made in this Agreement or any Note or any other Loan Document; vii. shall be fully justified in failing or refusing to take any action under this Agreement or any Note unless it shall first receive such other number advice or percentage concurrence of the Lenders Investors as the Agent deems appropriate. The Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any Loan Document in accordance with a request or consent of the Investors party thereto and such request and any action taken or failure to act pursuant thereto shall be necessary under binding upon all of the circumstances as provided in Section 9.02) Investors party thereto; and viii. shall not have or in be deemed to have any fiduciary relationship with any Investor, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Documents or otherwise exist against the absence Agent. The Agent may execute any of its own gross negligence duties under this Agreement or willful misconduct as determined any other Loan Document by a final nonappealable judgment or through agents, employees or attorneys-in-fact and shall be entitled to advice of a court of competent jurisdictioncounsel concerning all matters pertaining to such duties. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent by the Borrower or a Lender, and the Administrative Agent shall not be responsible for the negligence or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document, (ii) the contents misconduct of any certificate, report agent or other document delivered hereunder or in connection with any Loan Document, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document, (v) the creation, perfection or priority of Liens on the Collateral or the existence of the Collateral, or (vi) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to the Administrative Agentattorney-in-fact that it selects.

Duties and Obligations. The Administrative Neither Agent nor any of its directors, officers, agents, or employees shall not have be liable for any duties action taken or obligations omitted to be taken by any of them in good faith under or in connection with this Agreement or any other Loan Document except those expressly set forth in the Loan Documentsfor its or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, Agent (a) may treat each Lender which is a party hereto as the Administrative party entitled to receive payments hereunder until Agent shall not be subject to any fiduciary or other implied duties, regardless receives written notice of whether a Default has occurred and is continuing, the assignment of such Lender’s interest in accordance with Section 16.4; (b) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powersmay consult with legal counsel, except discretionary rights independent public accountants and powers expressly contemplated other experts selected by the Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02), and, (c) except as expressly set forth in the Loan Documents, the Administrative Agent shall not have any duty to disclose, it and shall not be liable for the failure to disclose, any information relating to any Loan Party or any Subsidiary that is communicated to or obtained by the bank serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall not be liable for any action taken or not omitted to be taken in good faith by it in accordance with the consent advice of such experts; (c) makes no warranty or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02) or in the absence of its own gross negligence or willful misconduct as determined by a final nonappealable judgment of a court of competent jurisdiction. The Administrative Agent shall be deemed not representation to have knowledge of any Default unless Lender and until written notice thereof is given to the Administrative Agent by the Borrower or a Lender, and the Administrative Agent shall not be responsible to any Lender for any statements, warranties, or representations made in or in connection with this Agreement, any other Loan Document, or in any instrument or document furnished pursuant hereto or thereto; (d) shall not have any duty to ascertain or to 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 hereunder or in connection with any Loan Document, (iii) as to the performance or observance of any of the terms, covenants, agreements or other terms or conditions set forth in of the Loan Documents on the part of any Loan DocumentParty, as to the use of the proceeds of any Loan, or as to the existence or possible existence of any Default or Event of Default; (ive) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, effectiveness genuineness, effectiveness, or genuineness value of this Agreement, of any other Loan Document, or of any instrument or document furnished pursuant hereto or thereto; and (f) shall incur no liability under or with respect to this Agreement or any other Loan Document by acting upon any oral or written notice, consent, certificate, or other instrument or writing (which may be by telegram, facsimile transmission, cable, or telex) believed by it to be genuine and signed, sent or made by the proper party or parties or by acting upon any representation or warranty of any Loan Document Party made or deemed to be made herein or in any other agreement, instrument or document, (v) the creation, perfection or priority of Liens on the Collateral or the existence of the Collateral, or (vi) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.

Duties and Obligations. The Administrative Agent shall not have any duties or obligations except those expressly set forth in the Loan Documents. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02), and, (c) neither the Administrative Agent nor any other agents hereunder or under any other Loan Document shall owe any duties to any Secured Party in such Secured Parties’ capacity as a non-Lender, and the Administrative Agent will no longer act as an agent in any capacity under the Loan Documents for the Secured Parties after payment in full of the Obligations and termination of the Commitments, and (d) except as expressly set forth in the Loan Documents, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Loan Party or any Subsidiary that is communicated to or obtained by the bank serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02) or in the absence of its own gross negligence or willful misconduct as determined by a final nonappealable judgment of a court of competent jurisdiction. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent by the Borrower Representative or a Lender, and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or in connection with any Loan Document, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document, (v) the creation, perfection or priority of Liens on the Collateral or the existence of the Collateral, or (vi) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.

Duties and Obligations. The Administrative (a) Neither the Agent nor any of its directors, officers, employees, agents, counsel or attorneys-in-fact shall not have be liable for any duties action taken or obligations omitted to be taken by it or any of them under or in connection with this Agreement or any other Loan Document and the transactions contemplated hereby and thereby, except those expressly set forth in the Loan Documentsfor its or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, the Agent (ai) may treat each Lender as the Administrative party entitled to receive payments hereunder until the Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage receives written notice of the Lenders assignment of such Lender’s interest herein signed by such Lender and made in accordance with the terms hereof and a written agreement of the assignee that it is bound hereby as shall be necessary under it would have been had it been an original party hereto, in each case in form satisfactory to the circumstances as provided in Section 9.02Agent; (ii) may consult with legal counsel (including counsel for the Borrower), and, (c) except as expressly set forth in the Loan Documents, the Administrative Agent shall not have any duty to disclose, independent public accountants and shall not be liable for the failure to disclose, any information relating to any Loan Party or any Subsidiary that is communicated to or obtained other experts selected by the bank serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent it and shall not be liable for any action taken or not omitted to be taken in good faith by it in accordance with the consent advice of such experts; (iii) makes no warranty or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02) or in the absence of its own gross negligence or willful misconduct as determined by a final nonappealable judgment of a court of competent jurisdiction. The Administrative Agent shall be deemed not representation to have knowledge of any Default unless Lender and until written notice thereof is given to the Administrative Agent by the Borrower or a Lender, and the Administrative Agent shall not be responsible to any Lender for any statements, warranties or representations made in or in connection with this Agreement, the other Loan Documents or in any instrument or document furnished pursuant hereto or thereto; (iv) makes no representation as to the value or condition of the Collateral or any part thereof, as to the title of the Borrower or the Guarantor to the Collateral, as to the security afforded by this Agreement or any Security Document; (v) shall not have any duty to ascertain or to 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 hereunder or in connection with any Loan Document, (iii) as to the performance or observance of any of the terms, covenants, agreements or other terms or conditions set forth in of the Loan Documents, or of any instrument or document furnished pursuant thereto, on the part of the Borrower or as to the use of the proceeds of any Loan Documentor the proceeds received in respect of any Letter of Credit or as to the existence or possible existence of any Default or Event of Default; (vi) shall not be responsible to any Lender for the due execution, (iv) the legality, validity, enforceability, effectiveness genuineness, effectiveness, or genuineness value of this Agreement, of any Loan Document or any other agreement, instrument or document, (v) the creation, perfection or priority of Liens on the Collateral or the existence of the Collateral, or (vi) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan Document, or of any instrument or document furnished pursuant hereto; (vii) may execute any of its duties by or through its employees, other independent agents or attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agent or attorney-in-fact that it selects with reasonable care; and (viii) shall incur no liability under or in respect to this Agreement by acting upon any oral or written notice, consent, certificate or other instrument or writing (which may be by telex, facsimile transmission, e-mail or cable) believed by it to be genuine and signed or sent by the proper party or parties or by acting upon any representation or warranty of the Borrower made or deemed to be made under this Agreement or in any other Loan Document. (b) The Agent will account to each Lender for its interest in amounts received by the Agent on account of the Borrower’s obligations owing hereunder, the other Loan Documents and under the Financial Transaction Contracts and the Swap Contracts and will promptly remit to the Lender(s) entitled thereto all such amounts. The Agent will transmit to each Lender copies of all documents received from the Borrower pursuant to the requirements of this Agreement other than documents which by the terms of this Agreement the Borrower is obligated to confirm receipt of items expressly required to be delivered deliver directly to the Administrative AgentLenders.

Duties and Obligations. The Administrative Agent shall not have any duties or obligations except those expressly set forth in the Loan Documents. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02), and, (c) except as expressly set forth in the Loan Documents, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Loan Party or any Subsidiary Orthofix Entity that is communicated to or obtained by the bank serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02) or in the absence of its own gross negligence or willful misconduct as determined by a final nonappealable judgment of a court of competent jurisdiction. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent by the Borrower Representative or a Lender, and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or in connection with any Loan Document, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document, (v) the creation, perfection or priority of Liens on the Collateral or the existence of the Collateral, or (vi) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.

Duties and Obligations. The Administrative Agent shall not have any duties or obligations except those expressly set forth in the Loan Documents. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02), and, (c) except as expressly set forth in the Loan Documents, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Loan Party or any Subsidiary that is communicated to or obtained by the bank serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02) or in the absence of its own gross negligence or willful misconduct as determined by a final nonappealable judgment of a court of competent jurisdiction. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent by the Borrower or a Lender, and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or in connection with any Loan Document, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or documentdocument or, (v) the creation, perfection or priority of Liens on the Collateral or the existence of the Collateral, or (vi) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to the Administrative AgentAgent or (vi) the creation, perfection or priority of Liens on the Collateral.

Duties and Obligations. The Administrative Agent shall not have any duties or obligations except those expressly set forth herein and in the Loan other Financing Documents. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default or Event of Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the Loan other Financing Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02)Lenders, and, and (c) except as expressly set forth herein and in the Loan other Financing Documents, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any either Loan Party or any Subsidiary of its Subsidiaries that is communicated to or obtained by the bank serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02) or in the absence of its own gross negligence or willful misconduct as determined proven in a non-appealable judgment by a final nonappealable judgment of a court of competent jurisdiction. The Administrative Agent shall not be deemed not to have knowledge of any Default or Event of Default unless and until written notice thereof is given to the Administrative Agent by the Borrower either Loan Party or a Lender, and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any Loan other Financing Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection with any Loan Documentherewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Loan Documentherein or therein, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any Loan other Financing Document or any other agreement, instrument or document, or (v) the creation, perfection or priority of Liens on the Collateral or the existence of the Collateral, or (vi) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan Documentherein or therein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.

Duties and Obligations. The Administrative (a) Neither Agent nor any of its directors, officers, agents or employees shall not have be liable for any duties action taken or obligations omitted to be taken by it or any of them under or in connection with this Agreement or any other Loan Document except those expressly set forth in the Loan Documentsfor its or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, Agent (ai) may treat each Lender which is a party hereto as the Administrative party entitled to receive payments hereunder until Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage receives written notice of the Lenders assignment of such Lender's interest herein signed by such Lender and made in accordance with the terms hereof and a written agreement of the assignee that it is bound hereby to the same extent as shall be necessary under the circumstances as provided it would have been had it been an original party hereto, in Section 9.02each case in form satisfactory to Agent; (ii) may consult with legal counsel (including counsel for Borrower), and, (c) except as expressly set forth in the Loan Documents, the Administrative Agent shall not have any duty to disclose, independent public accountants and shall not be liable for the failure to disclose, any information relating to any Loan Party or any Subsidiary that is communicated to or obtained other experts selected by the bank serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent it and shall not be liable for any action taken or not omitted to be taken in good faith by it in accordance with the consent advice of such experts; (iii) makes no warranty or at representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations made in or in connection with this Agreement, any other Loan Document, or in any instrument or document furnished pursuant hereto or thereto; (iv) shall not have any duty to ascertain or to inquire as to the request performance of any of the Required Lenders (terms, covenants, or such other number or percentage conditions of the Lenders Loan Documents, or of any instrument or document furnished pursuant thereto on the part of Borrower or as to the use of the proceeds of any Loan; (v) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, effectiveness, or value of this Agreement, of any other Loan Document, or of any instrument or document furnished pursuant hereto or thereto; and (vi) shall incur no liability under or in respect to this Agreement or any other Loan Document by acting upon any oral or written notice, consent, certificate or other instrument or writing (which may be by telex, facsimile transmission, telegram or cable) believed by it to be genuine and signed, sent or made by the proper party or parties or by acting upon any representation or warranty of Borrower made or deemed to be made in this Agreement or any other Loan Document. Agent may execute any of its duties under this Agreement or any other Loan Document by or through agents, employees or attorneys-in-fact and shall be necessary under the circumstances as provided in Section 9.02) or in the absence entitled to advice of its own gross negligence or willful misconduct as determined by a final nonappealable judgment of a court of competent jurisdictioncounsel concerning all matters pertaining to such duties. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent by the Borrower or a Lender, and the Administrative Agent shall not be responsible for the negligence or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document, (ii) the contents misconduct of any certificateagent or attorney-in-fact that it selects with reasonable care. (b) Agent will promptly transmit to each Lender copies of all documents received from Borrower pursuant to the requirements of this Agreement other than documents which by the terms of this Agreement, report Borrower is obligated to deliver directly to Lenders. (c) Each Lender or other document delivered hereunder its assignee shall furnish to Agent in a timely fashion such documentation (including, but not by way of limitation, IRS Forms Nos. W-8, 1001 and 4224) as may be reasonably requested by Agent to establish such Lender's status for tax withholding purposes. (d) Agent shall not be deemed to have knowledge or in connection with notice of the occurrence of any Loan Document, (iii) the performance Default or observance Event of Default under any of the covenants, agreements Loan Documents unless Agent has received written notice from a Lender or other terms Borrower referring to one or conditions set forth in any Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document, (v) the creation, perfection or priority of Liens on the Collateral or the existence more of the CollateralLoan Documents, describing such Default or (vi) Event of Default and stating that such notice is a "notice of default." In the satisfaction event that Agent receives such a notice, Agent shall promptly notify each of any condition set forth in Article IV or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to the Administrative AgentLenders.

Duties and Obligations. The Administrative Agent shall not have any duties or obligations except those expressly set forth in the Loan Documents. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a an Event of Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.028.02), and, (c) except as expressly set forth in the Loan Documents, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Loan Party or any Subsidiary the Borrower that is communicated to or obtained by the bank serving as the Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.028.02) or in the absence of its own gross negligence or willful misconduct as determined by a final nonappealable non-appealable judgment of a court of competent jurisdiction. The Administrative Agent shall be deemed not to have knowledge of any Event of Default unless and until written notice thereof is given to the Administrative Agent by the Borrower or a Lender, and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or in connection with any Loan Document, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document, (v) the creation, perfection or priority of Liens on the Collateral or the existence of the Collateral, or (vi) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.

Duties and Obligations. The Administrative Agent shall not have any duties or obligations except those expressly set forth in the Loan Documentsherein. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a an Event of Default or Unmatured Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Loan Documents hereby that the Administrative Agent is required to exercise in writing as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02this Agreement), and, and (c) except as expressly set forth in the Loan Documentsherein, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Loan Party Borrower, Guarantors or any Subsidiary other Loan Party, or any of their subsidiaries or Affiliates, that is communicated to or obtained by the bank serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02this Agreement) or in the absence of its own gross negligence or willful misconduct as determined by a final nonappealable judgment misconduct. Administrative Agent shall deliver written notice to the other Lenders of a court any Event of competent jurisdiction. The Default that Administrative Agent has knowledge of; provided, however, Administrative Agent shall be deemed not to have knowledge of any Event of Default or Unmatured Default unless and until written notice thereof is given to the Administrative Agent by the Borrower or a Lender, and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Documentthis Agreement, (ii) the contents of any certificate, report or other document delivered hereunder or in connection with any Loan Documentherewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document, (v) the creation, perfection or priority of Liens on the Collateral or the existence of the Collateral, or (vi) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan Documentthis Agreement, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent, (vi) the value, sufficiency, creation, perfection or priority of any lien on the Qualified Properties or the Collateral, or (vii) the financial condition of Borrower or Guarantors or any other Loan Party.

Duties and Obligations. The Administrative (a) Neither Agent nor any of its directors, officers, agents or employees shall not have be liable for any duties action taken or obligations omitted to be taken by it or any of them under or in connection with this Agreement or any other Loan Document except those expressly set forth in the Loan Documentsfor its or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, Agent (ai) may treat each Lender which is a party hereto as the Administrative party entitled to receive payments hereunder until Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage receives written notice of the Lenders assignment of such Lender's interest herein signed by such Lender and made in accordance with the terms hereof and a written agreement of the assignee that it is bound hereby to the same extent as shall be necessary under the circumstances as provided it would have been had it been an original party hereto, in Section 9.02each case in form satisfactory to Agent; (ii) may consult with legal counsel (including counsel for Borrowers), and, (c) except as expressly set forth in the Loan Documents, the Administrative Agent shall not have any duty to disclose, independent public accountants and shall not be liable for the failure to disclose, any information relating to any Loan Party or any Subsidiary that is communicated to or obtained other experts selected by the bank serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent it and shall not be liable for any action taken or not omitted to be taken in good faith by it in accordance with the consent advice of such experts; (iii) makes no warranty or at representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations made in or in connection with this Agreement, any other Loan Document, or in any instrument or document furnished pursuant hereto or thereto; (iv) shall not have any duty to ascertain or to inquire as to the request performance of any of the Required Lenders (terms, covenants, or such other number or percentage conditions of the Lenders Loan Documents, or of any instrument or document furnished pursuant thereto on the part of Borrowers or as to the use of the proceeds of any Loan or the proceeds received in respect of any Letter of Credit; (v) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, effectiveness, or value of this Agreement, of any other Loan Document, or of any instrument or document furnished pursuant hereto or thereto; and (vi) shall incur no liability under or in respect to this Agreement or any other Loan Document by acting upon any oral or written notice, consent, certificate or other instrument or writing (which may be by cable, telex or telefax) believed by it to be genuine and signed, sent or made by the proper party or parties or by acting upon any representation or warranty of Borrowers made or deemed to be made in this Agreement or any other Loan Document. Agent may execute any of its duties under this Agreement or any other Loan Document by or through agents, employees or attorneys-in-fact and shall be necessary under the circumstances as provided in Section 9.02) or in the absence entitled to advice of its own gross negligence or willful misconduct as determined by a final nonappealable judgment of a court of competent jurisdictioncounsel concerning all matters pertaining to such duties. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent by the Borrower or a Lender, and the Administrative Agent shall not be responsible for the negligence or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document, (ii) the contents misconduct of any certificateagent or attorney-in-fact that it selects with reasonable care. (b) Agent will promptly transmit to each Lender copies of all documents received from Borrowers pursuant to the requirements of this Agreement other than documents which by the terms of this Agreement, report Borrowers are obligated to deliver directly to Lenders. (c) Each Lender or other document delivered hereunder its assignee shall furnish to Agent in a timely fashion such documentation (including, but not limited to, IRS Forms Nos. W-8, 1001 and 4224) as may be reasonably requested by Agent to establish such Lender's status for tax withholding purposes. (d) Agent shall not be deemed to have knowledge or in connection with notice of the occurrence of any Loan Document, (iii) the performance Default or observance Event of Default under any of the covenants, agreements Loan Documents unless Agent has received written notice from a Lender or other terms Borrowers referring to one or conditions set forth in any Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document, (v) the creation, perfection or priority of Liens on the Collateral or the existence more of the CollateralLoan Documents, describing such Default or (vi) Event of Default and stating that such notice is a "notice of default." In the satisfaction of any condition set forth in Article IV or elsewhere in any Loan Documentevent that Agent receives such a notice, other than to confirm receipt of items expressly required to be delivered to the Administrative AgentAgent shall promptly notify each Lender.

Duties and Obligations. The Administrative Agent Agents shall not have any duties or obligations except those expressly set forth in the Loan Documents. Without limiting the generality of the foregoing, (a) the Administrative no Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Administrative no Agent shall not have any duty to take any discretionary action or to exercise any discretionary powerspower, except discretionary rights and powers expressly contemplated by the Loan Documents that the Administrative such Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary necessary, or as such Agent shall believe in good faith to be necessary, under the circumstances as provided in Section 9.02the Loan Documents); provided that no Agent shall be required to take any action that, andin its opinion, could expose such Agent to liability or be contrary to any Loan Document or applicable law, and (c) except as expressly set forth in the Loan Documents, the Administrative no Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower, any Loan Party other Subsidiary or any Subsidiary other Affiliate of any of the foregoing that is communicated to or obtained by the bank Person serving as Administrative such Agent or any of its Affiliates in any capacity. The Administrative No Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary necessary, or as the Administrative Agent shall believe in good faith to be necessary, under the circumstances as provided in Section 9.02the Loan Documents) or in the absence of its own gross negligence or willful misconduct as determined by a final nonappealable judgment of a court of competent jurisdictionjurisdiction by a final and non-appealable judgment. The Administrative No Agent shall be deemed not to have knowledge Knowledge of any Default unless and until written notice thereof is given to the Administrative such Agent by the Borrower or a Lender, and the Administrative no Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder thereunder or in connection with any Loan Documenttherewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Loan DocumentDocument or the occurrence of any Default, (iv) the sufficiency, validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document, or (v) the creation, perfection or priority of Liens on the Collateral or the existence of the Collateral, or (vi) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to such Agent or satisfaction of any condition that expressly refers to the Administrative matters described therein being acceptable or satisfactory to such Agent.

Duties and Obligations. The Administrative Agent shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents, and its duties hereunder shall be administrative in nature. Without limiting the generality of the foregoing, Administrative Agent (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a an Event of Default has occurred and is continuingor Potential Default exists, (b) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary expressly provided for herein or in the other Loan Documents); provided that Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose Administrative Agent to liability or that is contrary to any Loan Document or applicable law, including for the avoidance of doubt any action that may be in violation of the automatic stay under the circumstances as provided any Debtor Relief Law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in Section 9.02), and, violation of any Debtor Relief Law; and (c) shall not, except as expressly set forth herein and in the other Loan Documents, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Loan Party Borrower or any Subsidiary of its Subsidiaries or Affiliates that is communicated to or obtained by the bank Person serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02) this Agreement), or in the absence of its own gross negligence or willful misconduct as determined by a final nonappealable judgment of a court of competent jurisdictionjurisdiction by final and non-appealable judgment. The Administrative Agent shall be deemed not to have knowledge of any Event of Default or Potential Default unless and until written notice thereof describing such Event of Default or Potential Default is given to the Administrative Agent in writing by the Borrower or a Lender, and the . Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection with any Loan Documentherewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in herein or therein or the existence of any Loan DocumentEvent of Default or Potential Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document, (v) the creation, perfection or priority of Liens on the Collateral or the existence of the Collateral, or (vi) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan Documentthis Agreement, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent, (vi) the value, sufficiency, creation, perfection or priority of any Lien on the Property, or (vii) the financial condition of Borrower, Guarantor, any Loan Party, or Contractor.

Duties and Obligations. The Administrative Agent shall not have any duties or obligations except those expressly set forth in the Loan Documents. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02), and, and (c) except as expressly set forth in the Loan Documents, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Loan Party or any Subsidiary that is communicated to or obtained by the bank serving as the Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02) or in the absence of its own gross negligence or willful misconduct as determined by a final nonappealable non-appealable judgment of a court of competent jurisdiction. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent by the Borrower Representative or a Lender, and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or in connection with any Loan Document, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document, (v) the creation, perfection or priority of Liens on the Collateral or the existence of the Collateral, or (vi) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.

Duties and Obligations. The Administrative It is agreed that the duties and obligations of Escrow Agent are those herein specifically provided and no other. Escrow Agent shall not have any liability under, or duty to inquire into, the terms and provisions of any agreement, other than this Agreement. The duties or obligations except those expressly set forth in the Loan Documents. Without limiting the generality of the foregoing, (a) the Administrative Escrow Agent are ministerial in nature and Escrow Agent shall not be subject to incur any fiduciary liability whatsoever so long as it has acted in good faith except for willful misconduct or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Administrative gross negligence. Escrow Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02), and, (c) except as expressly set forth in the Loan Documents, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Loan Party or any Subsidiary that is communicated to or obtained by the bank serving as Administrative Agent or any may consult with counsel of its Affiliates in any capacity. The Administrative Agent choice and shall not be liable for any action taken taken, suffered or not taken omitted by it in accordance with the consent advice of such counsel. Escrow Agent shall not be bound by any modification, amendment, termination, cancellation, rescission or at supersession of this Agreement unless the request same shall be in writing and signed by all of the Required Lenders (other Parties hereto and, if its duties as Escrow Agent hereunder are affected thereby, unless it shall have given its prior written consent thereto. In the event that the Escrow Agent shall be uncertain as to its duties or such other number rights hereunder or percentage shall receive instructions, claims or demands from any party hereto which, in its opinion, conflict with any of the Lenders as provisions of this Agreement, it shall be necessary under entitled to refrain from taking any action and its sole obligation shall be to keep safely all property held in escrow until it shall be directed otherwise in writing by the circumstances as provided in Section 9.02) Parties hereto or in the absence of its own gross negligence or willful misconduct as determined by a final nonappealable judgment or order of a court of competent jurisdiction. The Administrative Escrow Agent shall be deemed not to incur any liability for following the instructions herein contained or expressly provided for, or written instructions given by the Parties hereto. Escrow Agent shall not have knowledge any responsibility for the genuineness or validity of any Default unless and until document or other item deposited with it or any liability for action in accordance with any written notice thereof is instructions or certificates given to the Administrative Agent it hereunder and believed by it to be signed by the Borrower or a Lender, and the Administrative proper parties. Escrow Agent shall not be responsible for or have any duty required to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document, (ii) the contents institute legal proceedings of any certificate, report kind and shall not be required to initiate or other document delivered hereunder or defend any legal proceedings which may be instituted against it in connection with any Loan Document, (iii) the performance or observance of any respect of the covenantssubject matter of these instructions. If it does elect to act, agreements it will do so only if it is indemnified to its satisfaction against the cost and expense of such defense or other terms or conditions set forth in any Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document, (v) the creation, perfection or priority of Liens on the Collateral or the existence of the Collateral, or (vi) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to the Administrative Agentinitiation.

Duties and Obligations. The Administrative Agent shall not have any duties or obligations except those expressly set forth in the Loan Documents. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02), and, (c) except as expressly set forth in the Loan Documents, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Loan Party or any Subsidiary that is communicated to or obtained by the bank serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02) or in the absence of its own gross negligence or willful misconduct as determined by a final nonappealable judgment of a court of competent jurisdiction. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent by the Borrower or a Lender, and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or in connection with any Loan Document, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document, document or (v) the creation, perfection or priority of Liens on the Collateral or the existence of the Collateral, or (vi) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.

Duties and Obligations. The Administrative Agent shall will not have any duties or obligations except those expressly set forth in the Loan Documents. Without limiting the generality of the foregoing, (a) the Administrative Agent shall will not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuingexists, (b) the Administrative Agent shall will not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be is necessary under the circumstances as provided in Section 9.02), and, and (c) except as expressly set forth in the Loan Documents, the Administrative Agent shall will not have any duty to disclose, and shall will not be liable for the failure to disclose, any information relating to any Loan Party or any Subsidiary that is communicated to or obtained by the bank serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall will not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be is necessary under the circumstances as provided in Section 9.02) or in the absence of its own gross negligence or willful misconduct as determined by a final nonappealable judgment of a court of competent jurisdiction. The Administrative Agent shall will be deemed not to have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent by the Borrower Representative or a Lender, and the Administrative Agent shall will not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty warranty, or representation made in or in connection with any Loan Document, (ii) the contents of any certificate, report report, or other document delivered hereunder or in connection with any Loan Document, (iii) the performance or observance of any of the covenants, agreements agreements, or other terms or conditions set forth in any Loan Document, (iv) the validity, enforceability, effectiveness effectiveness, or genuineness of any Loan Document or any other agreement, instrument instrument, or document, (v) the creation, perfection perfection, or priority of Liens on the Collateral or the existence of the Collateral, or (vi) the satisfaction of any condition set forth in Article IV 4 or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.

Duties and Obligations. The Administrative (a) Neither the Agent nor any of its directors, officers, agents or employees shall not have be liable for any duties action taken or obligations omitted to be taken by it or any of them under or in connection with this Agreement except those expressly set forth in the Loan Documentsfor its or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, the Agent (ai) may treat each Purchaser as the Administrative Agent shall not be subject party entitled to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, receive payments hereunder except discretionary rights and powers expressly contemplated by the Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as otherwise provided in Section 9.02Article 13; (ii) may consult with legal counsel (including counsel for the Seller), and, (c) except as expressly set forth in the Loan Documents, the Administrative Agent shall not have any duty to disclose, independent public accountants and shall not be liable for the failure to disclose, any information relating to any Loan Party or any Subsidiary that is communicated to or obtained other experts selected by the bank serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent it and shall not be liable for any action taken or not omitted to be taken in good faith by it in accordance with the consent advice of such experts; (iii) makes no warranty or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02) or in the absence of its own gross negligence or willful misconduct as determined by a final nonappealable judgment of a court of competent jurisdiction. The Administrative Agent shall be deemed not representation to have knowledge of any Default unless Purchaser and until written notice thereof is given to the Administrative Agent by the Borrower or a Lender, and the Administrative Agent shall not be responsible to any Purchaser for any statements, warranties or representations made in or in connection with this Agreement or in any instrument or document furnished pursuant hereto; (iv) shall not have any duty to ascertain or to inquire into as to the performance of any of the terms, covenants or conditions of the Facility Documents on the part of the Seller or as to the existence or possible existence of any Unmatured Termination Event or Termination Event; (v) shall not be responsible to any Purchaser for the due execution, legality, validity, enforceability, genuineness, effectiveness or value of this Agreement or of any instrument or document furnished pursuant hereto; and (vi) shall incur no liability under or in respect to this Agreement by acting upon any oral or written notice, consent, certificate or other instrument or writing (which may be by telegram, facsimile transmission, cable or telex) believed by it to be genuine and signed or sent by the proper party or parties or by acting upon any representation or warranty of the Seller made or deemed to be made hereunder. (b) The Agent will account to each Purchaser for its Pro Rata Share of payments made for the ratable account of the Purchasers which are received by the Agent from the Seller and will promptly remit to the Purchasers entitled thereto all such payments. The Agent will transmit to each Purchaser copies of all documents received from the Seller pursuant to the requirements of this Agreement other than documents which by the terms of this Agreement the Seller is obligated to deliver directly to the Purchasers. The Agent will provide notice to each of the Purchasers within 30 days of any of the following: (i) any statement, warranty or representation made in or in connection with any Loan Document, Amendment to this Agreement pursuant to Section 15.7; (ii) the contents waiver of any certificate, report or other document delivered hereunder or of the Seller's covenants as provided in connection with any Loan Document, Section 8.1 and 9.1; (iii) the performance or observance waiver of any of the covenants, agreements or other terms or conditions set forth TRI's covenants as provided in any Loan Document, Sections 8.1 and 9.2; (iv) the validity, enforceability, effectiveness or genuineness designation of any Loan Document or any other agreement, instrument or document, a new Master Servicer as provided in Section 10.1; (v) the creation, perfection or priority of Liens on the Collateral or the existence termination of the Collateral, or Commitment as provided in Section 11.2(a); (vi) the satisfaction taking of any condition set forth other action upon the instructions of the Required Purchasers as prescribed in Article IV Section 12.1; (vii) the removal of the Agent or elsewhere the appointment of a Successor Agent by the Required Purchasers as provided in Section 12.7; (viii) the assignment or delegation by the Seller of any Loan Document, of its rights or duties as provided in Section 13.1; or (ix) any other than action under any of the Facility Documents requiring the vote of the Required Purchasers (in which case notice should be received within 30 days prior to confirm receipt of items expressly required to be delivered such vote). (c) Each Purchaser or its assignee shall furnish to the Administrative AgentAgent in a timely fashion such documentation (including, but not by way of limitation, IRS Forms Nos. 1001, 4224 and W-8) as may be required by applicable law or regulation or as may reasonably be requested by Agent to establish such Purchaser's status for tax withholding purposes.

Duties and Obligations. The Administrative Neither the Agent nor any of its directors, officers, agents or employees (and, for purposes hereof; the Agent shall not have be deemed to be contracting as agent and trustee for and on behalf of such persons) shall be liable to the Lenders for any duties action taken or obligations omitted to be taken by it or them under or in connection with this Agreement except those expressly set forth in the Loan Documentsfor its or their own gross negligence or wilful misconduct. Without limiting the generality of the foregoing, the Agent: (a) may assume that there has been no assignment or transfer by any means by the Administrative Lenders of their rights hereunder, unless and until the Agent shall not be subject to any fiduciary or other implied dutiesreceives written notice of the assignment thereof from such Lender and the Agent receives from the assignee an executed Assignment Agreement providing, regardless of whether a Default has occurred and inter alia, that such assignee is continuing, bound hereby as it would have been if it had been an original Lender party hereto; (b) may consult with legal counsel (including receiving the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights opinions of Borrower’ counsel and powers expressly contemplated by the Loan Documents that the Administrative Agent is Lenders’ Counsel required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02hereunder), and, (c) except as expressly set forth in the Loan Documents, the Administrative Agent shall not have any duty to disclose, independent public accountants and shall not be liable for the failure to disclose, any information relating to any Loan Party or any Subsidiary that is communicated to or obtained other experts selected by the bank serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent it and shall not be liable for any action taken or not omitted to be taken in good frith by it in accordance with the consent advice of such counsel, accountants or at experts; (c) shall incur no liability under or in respect of this Agreement by acting upon any notice, consent, certificate or other instrument or writing (which may be by telegram, cable, telecopier or telex) believed by it to be genuine and signed or sent by the request proper party or parties or by acting upon any representation or warranty of the Required Lenders Borrower made or deemed to be made hereunder; (d) may assume that no Default or such other number or percentage Event of Default has occurred and is continuing unless it has actual knowledge to the Lenders contrary; (e) may rely as shall to any matters of fact which might reasonably be necessary under expected to be within the circumstances as provided in Section 9.02) or in the absence of its own gross negligence or willful misconduct as determined by a final nonappealable judgment of a court of competent jurisdiction. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent person upon a certificate signed by the Borrower or a Lender, and the Administrative Agent on behalf of such person; (f) shall not be bound to disclose to any other person any information relating to the Borrower, any of its Subsidiaries or any other person if such disclosure would or might in its opinion constitute a breach of any applicable law, be in default of the provisions hereof or be otherwise actionable at the suit of any other person; and (g) may refrain from exercising any right, power or discretion vested in it which would or might in its reasonable opinion be contrary to any applicable law or any directive or otherwise render it liable to any person, and may do anything which is in its reasonable opinion necessary to comply with such applicable law. Further, the Agent (i) does not make any warranty or representation to any Lender nor shall it be responsible to any Lender for the accuracy or completeness of the representations and warranties of the Borrower herein or the data made available to any of the lenders in connection with the negotiation of this Agreement, or for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement; (ii) shall not have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or in connection with any Loan Document, (iii) to enquire as to the performance or observance of any of the covenantsterms, agreements or other terms covenants or conditions set forth in of this Agreement on the part of the Borrower or to inspect the property (including the books and records) of the Borrower or any Loan Documentof its Subsidiaries; and (iii) shall not be responsible to any Lender for the due execution, (iv) the legality, validity, enforceability, effectiveness genuineness, sufficiency or genuineness value of any Loan Document this Agreement or any other agreement, instrument or document, (v) the creation, perfection or priority of Liens on the Collateral or the existence of the Collateral, or (vi) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to the Administrative Agentdocument furnished pursuant hereto.

Duties and Obligations. The duties and obligations of the Administrative Agent hereunder shall be mechanical and administrative in nature, and the Administrative Agent shall not have by reason of this agreement or any duties other Credit Facility Document any fiduciary relationship or obligations duty with or to any Lender. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable to any Lender for any action taken or omitted to be taken by it or them under or in connection with this agreement or any other Credit Facility Document except those expressly set forth in the Loan Documentsfor its or their own gross negligence or wilful misconduct. Without limiting the generality of the foregoing, the Administrative Agent: (a) may treat any Lender as the payee of amounts attributable to such Lender’s Commitment unless and until the Administrative Agent receives written notice of the assignment thereof signed by such Lender and the Administrative Agent receives the written agreement of the assignee that such assignee is bound hereby as if it had been an original Lender party hereto, in each case in form satisfactory to the Administrative Agent and otherwise in accordance with section 14.8; (b) may consult with legal counsel (including counsel for the Borrower), independent public accountants and other experts selected by it and shall not be subject liable to the Lenders for any fiduciary action taken or omitted to be taken by it in good faith in accordance with the advice of such counsel, accountants or experts; (c) shall incur no liability under or in respect of this agreement or any other Credit Facility Document by acting upon any notice, consent, certificate or other implied dutiesinstrument or writing (which may be by telegram, regardless cable, facsimile or similar means of whether a recorded communication) believed by it to be genuine and signed or sent by the proper party or parties or by acting upon any representation or warranty of the Borrower made or deemed to be made hereunder or thereunder; (d) may assume that no Default or Event of Default has occurred and is continuingcontinuing unless it has actual knowledge to the contrary; and (e) may rely as to any matters of fact which might reasonably be expected to be within the knowledge of any person upon a certificate signed by or on behalf of such person. Further, (b) the Administrative Agent Agent: (f) makes no warranty or representation to any Lender and shall not be responsible to any Lender for the accuracy or completeness of the documents, information or financial data made available to the Lenders in connection with the negotiation of this agreement, or for any statements, warranties or representations (whether written or oral) made in or in connection with this agreement or any other Credit Facility Document; (g) shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02), and, (c) except as expressly set forth in the Loan Documents, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Loan Party or any Subsidiary that is communicated to or obtained by the bank serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02) or in the absence of its own gross negligence or willful misconduct as determined by a final nonappealable judgment of a court of competent jurisdiction. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent by the Borrower or a Lender, and the Administrative Agent shall not be responsible for or have any duty to ascertain or to 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 hereunder or in connection with any Loan Document, (iii) as to the performance or observance of any of the covenantsterms, agreements or other terms covenants or conditions set forth in of this agreement or any Loan Documentother Credit Facility Document on the part of any MDA Party or MDA Pledgor or any other person or to inspect any assets (including books and records); or (h) shall not be responsible to any Lender for the due execution, (iv) the legality, validity, enforceability, effectiveness genuineness, sufficiency or genuineness value of any Loan Document this agreement or any other agreement, instrument or document, (v) the creation, perfection or priority of Liens on the Collateral or the existence of the Collateral, or (vi) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan Credit Facility Document, other than to confirm receipt of items expressly required to be delivered . The Administrative Agent shall promptly distribute to the Administrative AgentLenders copies of all material received from the Borrower in compliance with the Borrower’s reporting obligations hereunder.

Duties and Obligations. The Administrative Agent shall not have any duties or obligations except those expressly set forth in the Loan Documents. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02), and, (c) except as expressly set forth in the 1272ACTIVE 224321401v.2 Loan Documents, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Loan Party or any Subsidiary that is communicated to or obtained by the bank serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02) or in the absence of its own gross negligence or willful misconduct as determined by a final nonappealable judgment of a court of competent jurisdiction. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent by the Borrower or a Lender, and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or in connection with any Loan Document, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document, (v) the creation, perfection or priority of Liens on the Collateral or the existence of the Collateral, or (vi) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.

Duties and Obligations. The Administrative Agent shall not have any duties or obligations except those expressly set forth in the Loan Documents. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02), and, (c) except as expressly set forth in the Loan Documents, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Loan Party or any Subsidiary that is communicated to or obtained by the bank serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02) or in the absence of its own gross negligence or willful misconduct as determined by a final nonappealable judgment of a court of competent jurisdiction. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent by the Borrower or a Lender, and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or in connection with any Loan Document, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document, (v) the creation, perfection or priority of Liens on the Collateral or the existence of the Collateral, or (vi) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to the Administrative AgentAgent or (vi) the creation, perfection or priority of Liens on the Collateral.

Duties and Obligations. The Administrative Neither the Agent nor any of its directors, officers, agents or employees (and, for purposes hereof, the Agent shall not have be deemed to be contracting as agent and trustee for and on behalf of such Persons) shall be liable to the Lenders for any duties action taken or obligations omitted to be taken by it or them under or in connection with this Agreement except those expressly set forth in the Loan Documentsfor its or their own gross negligence or wilful misconduct (as determined by a final non-appealable judgment of a court of competent jurisdiction). Without limiting the generality of the foregoing, the Agent: (a) may assume that there has been no assignment or transfer by any means by the Administrative Lenders of their rights hereunder, unless and until the Agent shall not be subject to any fiduciary or other implied dutiesreceives written notice of the assignment thereof from such Xxxxxx and the Agent receives from the assignee an executed Assignment Agreement providing, regardless of whether a Default has occurred and inter alia, that such assignee is continuing, bound hereby as it would have been if it had been an original Lender party hereto; (b) may consult with legal counsel (including receiving the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights opinions of Xxxxxxxxx’ counsel and powers expressly contemplated by the Loan Documents that the Administrative Agent is Xxxxxxx’ Counsel required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02hereunder), and, (c) except as expressly set forth in the Loan Documents, the Administrative Agent shall not have any duty to disclose, independent public accountants and shall not be liable for the failure to disclose, any information relating to any Loan Party or any Subsidiary that is communicated to or obtained other experts selected by the bank serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent it and shall not be liable for any action taken or not omitted to be taken in good faith by it in accordance with the consent advice of such counsel, accountants or experts; (c) shall incur no liability under or in respect of this Agreement by acting upon any notice, consent, certificate or other instrument or writing (which may be by telegram, cable, telecopy, electronic mail or other electronic means of communication which may generate a written record thereof) believed by it to be genuine and signed or sent by the proper party or parties or by acting upon any representation or warranty of a Borrower made or deemed to be made hereunder; (d) may assume that no Default or Event of Default has occurred and is continuing unless it has actual knowledge to the contrary; (e) may rely as to any matters of fact which might reasonably be expected to be within the knowledge of any Person upon a certificate signed by or on behalf of such Person; (f) shall not be bound to disclose to any other Person any information relating to the Borrowers, any of their Subsidiaries or any other Person if such disclosure would or might in its opinion constitute a breach of any applicable law, be in default of the provisions hereof or be otherwise actionable at the request suit of any other Person; and (g) may refrain from exercising any right, power or discretion vested in it which would or might in its reasonable opinion be contrary to any applicable law or any directive or otherwise render it liable to any Person, and may do anything which is in its reasonable opinion necessary to comply with such applicable law. Further, the Agent (i) does not make any warranty or representation to any Lender nor shall it be responsible to any Lender for the accuracy or completeness of the Required Lenders (representations and warranties of the Borrowers herein or such other number or percentage the data made available to any of the Lenders as shall be necessary under in connection with the circumstances as provided negotiation of this Agreement, or for any statements, warranties or representations (whether written or oral) made in Section 9.02) or in the absence of its own gross negligence or willful misconduct as determined by a final nonappealable judgment of a court of competent jurisdiction. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent by the Borrower or a Lender, and the Administrative Agent connection with this Agreement; (ii) shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or in connection with any Loan Document, (iii) to enquire as to the performance or observance of any of the covenantsterms, agreements or other terms covenants or conditions set forth in of this Agreement on the part of the Borrowers or to inspect the property (including the books and records) of the Borrowers or any Loan Documentof their Subsidiaries; and (iii) shall not be responsible to any Lender for the due execution, (iv) the legality, validity, enforceability, effectiveness genuineness, sufficiency or genuineness value of any Loan Document this Agreement or any other agreement, instrument or document, (v) the creation, perfection or priority of Liens on the Collateral or the existence of the Collateral, or (vi) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to the Administrative Agentdocument furnished pursuant hereto.

Duties and Obligations. The In performing its functions and duties hereunder and under the other Loan Documents, the Administrative Agent shall not have any duties or obligations except those expressly set forth in the Loan DocumentsDocumentsis acting solely on behalf of the Lenders and the Issuing Banks (except in limited circumstances expressly provided for herein relating to the maintenance of the Register), and its duties are entirely mechanical and administrative in nature. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Loan Documents that the Administrative Agent is required to exercise in writing as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02), and, and (c) except as expressly set forth in the Loan Documents, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Loan Party or any Subsidiary that is communicated to or obtained by the bank serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02) or in the absence of its own gross negligence or willful misconduct as determined by a final nonappealable judgment of a court of competent jurisdictionmisconduct. The : (i) the Administrative Agent does not assume and shall not be deemed not to have knowledge assumed any obligation or duty or any other relationship as the agent, fiduciary or trustee of or for any Lender, Issuing Bank, any other Secured Party other than as expressly set forth herein and in the other Loan Documents, regardless of whether a Default unless or an Event of Default has occurred and until written notice thereof is given continuing (and it is understood and agreed that the use of the term “agent” (or any similar term) herein or in any other Loan Document with reference to the Administrative Agent by the Borrower is not intended to connote any fiduciary duty or a Lenderother implied (or express) obligations arising under agency doctrine of any applicable law, and that such term is used as a matter of market custom and is intended to create or reflect only an administrative relationship between contracting parties); additionally, each Lender agrees that it will not assert any claim against the Administrative Agent shall not be responsible for or have any based on an alleged breach of fiduciary duty to ascertain or inquire into (i) any statement, warranty or representation made in or by the Administrative Agent in connection with any Loan Document, this Agreement and/or the transactions contemplated hereby; and (ii) the contents of any certificate, report nothing in this Agreement or other document delivered hereunder or in connection with any Loan Document, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document or shall require the Administrative Agent to account to any other agreement, instrument or document, (v) the creation, perfection or priority of Liens on the Collateral Lender for any sum or the existence of the Collateral, or (vi) the satisfaction profit element of any condition set forth in Article IV or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to sum received by the Administrative Agent.Agent for its own account;

Duties and Obligations. The Administrative Agent shall not have any duties or obligations except those expressly set forth in the Loan Documents. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02); provided that the Administrative Agent shall not be required to take any action that, andin its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable Requirements of Law and (c) except as expressly set forth in the Loan Documents, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Loan Party or any Subsidiary that is communicated to or obtained by the bank serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02) or in the absence of its own gross negligence or willful misconduct as determined by a final nonappealable judgment of a court of competent jurisdiction. The Administrative Agent shall be deemed not to have knowledge of any (x) notice of any of the events or circumstances set forth or described in Section 5.02 unless and until written notice thereof stating that it is a “notice under Section 5.02” in respect of this Agreement and identifying the specific clause under said Section is given to the Administrative Agent by a Borrower or a Lender, or (y) notice of any Default or Event of Default unless and until written notice thereof (stating that it is a “notice of Default” or a “notice of an Event of Default”) is given to the Administrative Agent by any Loan Party, a Lender or the Borrower or a LenderIssuing Bank. Further, and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or in connection with any Loan Document, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document, (v) the creation, perfection or priority of Liens on the Collateral or the existence of the Collateral, or (vi) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.

Duties and Obligations. The Administrative Agent shall or any of its directors, officers, agents or employees (and, for purposes hereof, the Agent will be deemed to be contracting as agent for and on behalf of such Persons) will not have be liable to any duties Lender for any action taken or obligations except those expressly set forth omitted to be taken by it under or in connection with the Loan Documents, except for its own gross negligence or wilful misconduct, as determined by a final, non-appealable judgment of a court of competent jurisdiction. Without limiting the generality of the foregoing, the Agent: (a) the Administrative Agent shall not be subject to any fiduciary may assume that there has been no assignment or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated transfer by the Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary their rights under the circumstances as provided in Section 9.02), and, (c) except as expressly set forth in the Loan Documents, unless and until the Administrative Agent shall not have any duty to disclosereceives a duly executed Assignment Agreement from such Lender; (b) may consult with counsel (including Xxxxxxxx’s Counsel), independent public accountants and shall not be liable for the failure to disclose, any information relating to any Loan Party or any Subsidiary that is communicated to or obtained other experts selected by the bank serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall it and will not be liable for any action taken or not omitted to be taken in good faith by it in accordance with or reliance upon the consent advice of such counsel, accountants or at the request experts; (c) will incur no liability under or in respect of the Required Lenders Loan Documents by acting upon any notice, consent, certificate or other instrument or writing believed by it to be genuine and signed or sent by the apparently proper Person or by acting upon any representation or warranty of any Loan Party made or deemed to be made hereunder; (d) may assume that no Default or Event of Default has occurred and is continuing unless it has actual knowledge to the contrary; and (e) may rely, as to any matter of fact which might reasonably be expected to be within the knowledge of any Person, upon a certificate signed by or on behalf of such other number Person. Further, the Agent (i) does not make any warranty or percentage representation to any Lender nor will it be responsible to any Lender for the accuracy or completeness of the data made available to any of the Lenders as shall be necessary under the circumstances as provided in Section 9.02connection with a Credit Facility, or for any statements, warranties or representations (whether written or oral) or made in the absence of its own gross negligence or willful misconduct as determined by connection with a final nonappealable judgment of a court of competent jurisdiction. The Administrative Agent shall be deemed Credit Facility, (ii) will not to have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent by the Borrower or a Lender, and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or in connection with any Loan Document, (iii) to enquire as to the performance or observance of any of the covenantsterms, agreements or other terms covenants or conditions set forth in of the Loan Documents on the part of any Loan DocumentParty or to inspect the property (including books and records) of any Loan Party, and (iviii) will not be responsible to any Lender for the due execution, legality, validity, enforceability, effectiveness genuineness, sufficiency or genuineness value of any the Loan Document Documents or any other agreement, instrument or document, (v) the creation, perfection document furnished pursuant hereto or priority of Liens on the Collateral or the existence of the Collateral, or (vi) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to the Administrative Agentthereto.

Duties and Obligations. The Administrative Agent shall not have any duties or obligations except those expressly set forth in the Loan Documents. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02)Lenders, and, (c) except as expressly set forth in the Loan Documents, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Loan Party or any Subsidiary that is communicated to or obtained by the bank Person serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02) or in the absence of its own gross negligence or willful misconduct as determined by a final nonappealable judgment of a court of competent jurisdiction. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent by the a Borrower or a Lender, and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or in connection with any Loan Document, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document, (v) the creation, perfection or priority of Liens on the ABL Priority Collateral or the existence of the ABL Priority Collateral, or (vi) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to bedelivered to Agent. Agent shall be delivered under no obligation to any Lender to ascertain or to inquire as to the Administrative Agentobservance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the books and records or properties of any Loan Party.

Duties and Obligations. The Administrative Neither the Agent nor any of its directors, officers, agents or employees (and, for purposes hereof, the Agent shall not have be deemed to be contracting as agent and trustee for and on behalf of such persons) shall be liable to the Lenders for any duties action taken or obligations omitted to be taken by it or them under or in connection with this Agreement except those expressly set forth in the Loan Documentsfor its or their own gross negligence or wilful misconduct. Without limiting the generality of the foregoing, the Agent: (a) may assume that there has been no assignment or transfer by any means by the Administrative Lenders of their rights hereunder, unless and until the Agent shall not be subject to any fiduciary or other implied dutiesreceives written notice of the assignment thereof from such Lender and the Agent receives from the assignee an executed Assignment Agreement providing, regardless of whether a Default has occurred and inter alia, that such assignee is continuing, bound hereby as it would have been if it had been an original Lender party hereto; (b) may consult with legal counsel (including receiving the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights opinions of either Borrower’s counsel and powers expressly contemplated by the Loan Documents that the Administrative Agent is Lenders’ Counsel required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02hereunder), and, (c) except as expressly set forth in the Loan Documents, the Administrative Agent shall not have any duty to disclose, independent public or chartered accountants and shall not be liable for the failure to disclose, any information relating to any Loan Party or any Subsidiary that is communicated to or obtained other experts selected by the bank serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent it and shall not be liable for any action taken or not omitted to be taken in good faith by it in accordance with the consent advice of such counsel, accountants or experts; (c) shall incur no liability under or in respect of this Agreement by acting upon any notice, consent, certificate or other instrument or writing (which may be by telegram, cable, telecopier or telex) believed by it to be genuine and signed or sent by the proper party or parties or by acting upon any representation or warranty of a Borrower made or deemed to be made hereunder; (d) may assume that no Default or Event of Default has occurred and is continuing unless it has actual knowledge to the contrary; (e) may rely as to any matters of fact which might reasonably be expected to be within the knowledge of any person upon a certificate signed by or on behalf of such person; (f) shall not be bound to disclose to any other person any information relating to a Borrower, any of their Subsidiaries or any other person if such disclosure would or might in its opinion constitute a breach of any applicable law, be in default of the provisions hereof or be otherwise actionable at the request suit of any other person; and (g) may refrain from exercising any right, power or discretion vested in it which would or might in its reasonable opinion be contrary to any applicable law or any directive or otherwise render it liable to any person, and may do anything which is in its reasonable opinion necessary to comply with such applicable law. Further, the Agent (i) does not make any warranty or representation to any Lender nor shall it be responsible to any Lender for the accuracy or completeness of the Required Lenders (representations and warranties of either Borrower herein or such other number or percentage the data made available to any of the Lenders as shall be necessary under in connection with the circumstances as provided negotiation of this Agreement, or for any statements, warranties or representations (whether written or oral) made in Section 9.02) or in the absence of its own gross negligence or willful misconduct as determined by a final nonappealable judgment of a court of competent jurisdiction. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent by the Borrower or a Lender, and the Administrative Agent connection with this Agreement; (ii) shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or in connection with any Loan Document, (iii) to enquire as to the performance or observance of any of the covenantsterms, agreements or other terms covenants or conditions set forth in of this Agreement on the part of either Borrower or to inspect the property (including the books and records) of either Borrower or any Loan Documentof their Subsidiaries; and (iii) shall not be responsible to any Lender for the due execution, (iv) the legality, validity, enforceability, effectiveness genuineness, sufficiency or genuineness value of any Loan Document this Agreement or any other agreement, instrument or document, (v) the creation, perfection or priority of Liens on the Collateral or the existence of the Collateral, or (vi) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to the Administrative Agentdocument furnished pursuant hereto.

Duties and Obligations. The Administrative Agent shall not have any duties or obligations except those expressly set forth in the Loan Documents. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02), and, (c) except as expressly set forth in the Loan Documents, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Loan Party or any Subsidiary that is communicated to or obtained by the bank serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02) or in the absence of its own gross negligence or willful misconduct as determined by a final nonappealable judgment of a court of competent jurisdiction. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent by the Borrower or a Lender, and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or in connection with any Loan Document, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document, (v) the creation, perfection or priority of Liens on the Collateral or the WEST\277974037.8 78 existence of the Collateral, or (vi) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.

Duties and Obligations. (a) It is agreed that the duties and obligations of the Escrow Agent are those herein specifically provided and no other. The Administrative Escrow Agent shall not have any liability under, or duty to inquire into, the terms and provisions of any agreement, other than this Agreement. The Escrow Agent's duties or obligations except those expressly set forth are ministerial in nature and the Loan Documents. Without limiting the generality of the foregoing, (a) the Administrative Escrow Agent shall not incur any liability whatso- ever so long as it has acted in good faith, except for willful misconduct. In the event that, at any time, the Escrow Agent has any question as to the interpretation or application of any provision of this Agreement, or requests written instructions or confirmation of any action or inaction to be subject taken or not to be taken by the Escrow Agent hereunder, the Escrow Agent may, in its discretion, refrain from taking any fiduciary action or other implied dutiesengaging in any activity, regardless of whether a Default until it has occurred received such instruction or confirmation as it may reasonably request and is continuing, the parties hereto will provide the same as reasonably requested by the Escrow Agent from time to time. (b) the Administrative The Escrow Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage may consult with counsel of the Lenders as shall be necessary under the circumstances as provided in Section 9.02), and, (c) except as expressly set forth in the Loan Documents, the Administrative Agent shall not have any duty to discloseits choice, and shall not be liable for any action taken, suffered or omitted by it in accordance with the failure to disclose, any information relating to any Loan Party or any Subsidiary that is communicated to or obtained by the bank serving as Administrative Agent or any advice of its Affiliates in any capacitysuch counsel. The Administrative Escrow Agent shall not be liable for bound by any action taken modification, amendment, termina- tion, cancellation, rescission or not taken supersession of this Agreement unless the same shall be in writing and signed by it with the consent or at the request all of the Required Lenders parties hereto. (c) In the event that the Escrow Agent shall be uncertain as to its duties or such other number rights hereunder or percentage shall receive instructions, claims or demands from any party hereto which, in its opinion, conflict with any of the Lenders as provisions of this Agreement, it shall be necessary under entitled to commence an action in interpleader and to deliver the circumstances as provided in Section 9.02) or property then held in the absence of Escrow Accounts into court, whereupon its own gross negligence or willful misconduct sole obligation shall be to take such action as determined is ordered by a final nonappealable final, binding, non-appealable order or judgment of a court of competent jurisdiction. . (d) The Administrative Escrow Agent shall be deemed not to incur any liability for fol- lowing the instructions herein contained or expressly provided for. (e) The Escrow Agent shall not have knowledge any responsibility for the genuineness or validity of any Default unless and until document or other item deposited with it or any liability for action in accordance with any written notice thereof is instructions or certificates given to the Administrative Agent it hereunder and reasonably believed by it to be signed by the Borrower or a Lender, and the Administrative proper parties. (f) The Escrow Agent shall not be responsible for or have any duty required to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document, (ii) the contents institute legal proceedings of any certificate, report kind and shall not be required to initiate or other document delivered hereunder or defend any legal proceedings (including interpleader) which may be instituted against it in connection with any Loan Document, (iii) the performance or observance of any respect of the covenantssubject matter of this Agreement. If it does elect to act, agreements it will do so only if it is indemnified against the reasonable cost and expense of such defense or other terms or conditions set forth initiation. (g) This Agreement shall terminate when all property on deposit pursuant hereto has been disbursed as provided in any Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document, (v) the creation, perfection or priority of Liens on the Collateral or the existence of the Collateral, or (vi) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to the Administrative Agentthis Agreement.

Duties and Obligations. The Administrative Agent shall not have any duties or obligations except those expressly set forth in the Loan Documents. Without limiting the generality of the foregoing, (a) (a) Neither the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers 105 expressly contemplated by the Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02), and, (c) except as expressly set forth in the Loan Documents, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Loan Party or any Subsidiary that is communicated to or obtained by the bank serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent Agentnor any of its Related Parties shall not be (i) liable for any action taken or not taken by it itomitted to be taken by such party, the Administrative Agent or any of its Related Parties under or in connection with this Agreement or the other Loan Documents (x) with the consent of or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary necessary, or as the Administrative Agent shall believe in good faith to be necessary, under the circumstances as provided in Section 9.029.02the Loan Documents) or (y) in the absence of its own gross negligence or willful misconduct as as(such absence to be presumed unless otherwise determined by a final nonappealable judgment of a court of competent jurisdiction. The Administrative Agent shall be deemed not by a final and non-appealable judgment) or (ii) responsible in any manner to have knowledge any of the Lenders for any Default unless and until written notice recitals, statements, representations or warranties made by any Loan Party or any officer thereof is given contained in this Agreement or any other Loan Document or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent by the Borrower or a Lender, and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in under or in connection with with, this Agreement or any other Loan DocumentDocument or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document (ii) including, for the contents avoidance of any certificatedoubt, report or other document delivered hereunder or in connection with the Administrative Agent’s reliance on any Loan DocumentElectronic Signature transmitted by telecopy, (iiiemailed pdf. or any other electronic means that reproduces an image of an actual executed signature page) the performance or observance of for any of the covenants, agreements or other terms or conditions set forth in any Loan Document, (iv) the validity, enforceability, effectiveness or genuineness failure of any Loan Document Party to perform its obligations hereunder or any other agreement, instrument or document, (v) the creation, perfection or priority of Liens on the Collateral or the existence of the Collateral, or (vi) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to the Administrative Agentthereunder.

Duties and Obligations. The Administrative Agent shall not have any duties or obligations except those expressly set forth in the Loan Documentsherein. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Loan Documents hereby that the Administrative Agent is required to exercise in writing as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.0210.02), and, and (c) except as expressly set forth in the Loan Documentsherein, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Loan Party the Borrower or any Subsidiary of its Subsidiaries that is communicated to or obtained by the bank serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.0210.02) or in the absence of its own gross negligence or willful misconduct as determined by a final nonappealable judgment of a court of competent jurisdictionwilful misconduct. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent by the Borrower or a Lender, and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Documentthis Agreement, (ii) the contents of any certificate, report or other document delivered hereunder or in connection with any Loan Documentherewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Loan Documentherein, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document this Agreement or any other agreement, instrument or document, or (v) the creation, perfection or priority of Liens on the Collateral or the existence of the Collateral, or (vi) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan Documentherein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.

Duties and Obligations. The Administrative Agent (a) None of the Agents nor any of their respective directors, officers, agents or employees (and, for purposes hereof, each of the Agents shall not have be deemed to be contracting for and on behalf of such Persons) shall be liable for any duties action taken or obligations omitted to be taken by it or them under or in connection with this Agreement except those expressly set forth in the Loan Documentsfor its or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, each Agent: (ai) the Administrative Agent shall not be subject to may assume that there has been no assignment or transfer by any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated means by the Loan Documents that Lenders of their rights hereunder, unless and until the Administrative Agent is required has received a duly completed and executed assignment in form satisfactory to exercise as directed in writing by it; (ii) may consult with legal counsel (including the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02Lenders' Counsel), and, (c) except as expressly set forth in the Loan Documents, the Administrative Agent shall not have any duty to disclose, independent public accountants and shall not be liable for the failure to disclose, any information relating to any Loan Party or any Subsidiary that is communicated to or obtained other experts of reputable standard selected by the bank serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent it and shall not be liable for any action taken or not omitted to be taken in good faith by it in accordance with the consent advice of such counsel, accountants or at experts; (iii) shall incur no liability under or in respect of this Agreement by acting upon any notice, consent, certificate or other instrument or writing believed by it to be genuine and signed or sent by the request proper party or parties or by acting upon any representation or warranty of the Required Lenders Borrowers or any Guarantor made or deemed to be made hereunder; (iv) may assume that no Event of Default has occurred and is continuing unless an appropriate officer charged with the administration of this Agreement has actual notice or such other number or percentage knowledge to the contrary; (v) may rely as to any matters of fact which might reasonably be expected to be within the Lenders as shall be necessary under the circumstances as provided in Section 9.02) or in the absence of its own gross negligence or willful misconduct as determined by a final nonappealable judgment of a court of competent jurisdiction. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof is given Person upon a certificate signed by or on behalf of such Person; and (vi) shall incur no liability for its failure to distribute to any Lender the financial statements or other information provided to the Administrative Relevant Agent by the Borrower Borrowers or a Lenderany Guarantor. Further, and the Administrative each Agent (a) shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or in connection with any Loan Document, (iii) to enquire as to the performance or observance of any of the covenantsterms, agreements or other terms covenants or conditions set forth in of this Agreement on the part of any Loan Documentof the Borrowers or any Guarantor or to inspect the property (including the books and records) of any of the Borrowers or any Guarantor and (b) shall not be responsible to any Lender for the due execution, (iv) the legality, validity, enforceability, effectiveness genuineness, sufficiency or genuineness value of any Loan Document this Agreement or any other agreement, instrument or document, document furnished pursuant hereto. (vb) No Agent makes any warranty or representation to any Lender nor shall be responsible to any Lender for the creation, perfection accuracy or priority of Liens on the Collateral or the existence completeness of the Collateraldata made available to any of the Lenders in connection with the negotiation of this Agreement, or for any statements, warranties or representations (viwhether written or oral) made in or in connection with this Agreement. (c) Except as otherwise provided for herein, an Agent may, but is not obligated to, seek the satisfaction approval of the Majority Lenders to any condition set forth in Article IV or elsewhere in any Loan Document, other than to confirm receipt of items expressly consents required to be delivered to the Administrative Agentgiven by an Agent hereunder.

Duties and Obligations. The Administrative (a) Neither the Agent nor any of its directors, officers, agents or employees shall not have be liable for any duties action taken or obligations omitted to be taken by it or any of them under or in connection with this Agreement except those expressly set forth in the Loan Documentsfor its or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, the Agent (ai) may treat each Purchaser as the Administrative Agent shall not be subject party entitled to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, receive payments hereunder except discretionary rights and powers expressly contemplated by the Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as otherwise provided in Section 9.02Article Thirteen; (ii) may consult with legal counsel (including counsel for the Seller), and, (c) except as expressly set forth in the Loan Documents, the Administrative Agent shall not have any duty to disclose, independent public accountants and shall not be liable for the failure to disclose, any information relating to any Loan Party or any Subsidiary that is communicated to or obtained other experts selected by the bank serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent it and shall not be liable for any action taken or not omitted to be taken in good faith by it in accordance with the consent -71- 77 advice of such experts; (iii) makes no warranty or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02) or in the absence of its own gross negligence or willful misconduct as determined by a final nonappealable judgment of a court of competent jurisdiction. The Administrative Agent shall be deemed not representation to have knowledge of any Default unless Purchaser and until written notice thereof is given to the Administrative Agent by the Borrower or a Lender, and the Administrative Agent shall not be responsible to any Purchaser for any statements, warranties or representations made in or in connection with this Agreement or in any instrument or document furnished pursuant hereto; (iv) shall not have any duty to ascertain or to 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 hereunder or in connection with any Loan Document, (iii) as to the performance or observance of any of the covenantsterms, agreements or other terms covenants or conditions set forth in of the Facility Documents on the part of the Seller or as to the existence or possible existence of any Loan DocumentUnmatured Termination Event or Termination Event; (v) shall not be responsible to any Purchaser for the due execution, (iv) the legality, validity, enforceability, genuineness, effectiveness or genuineness value of this Agreement or of any Loan Document or any other agreement, instrument or document, (v) the creation, perfection or priority of Liens on the Collateral or the existence of the Collateral, or document furnished pursuant hereto; and (vi) shall incur no liability under or in respect to this Agreement by acting upon any oral or written notice, consent, certificate or other instrument or writing (which may be by telegram, facsimile transmission, cable or telex) believed by it to be genuine and signed or sent by the satisfaction proper party or parties or by acting upon any representation or warranty of any condition set forth in Article IV the Seller made or elsewhere in any Loan Document, deemed to be made hereunder. (b) The Agent will account to each Purchaser for its Pro Rata Share of payments made for the ratable account of the Purchasers which are received by the Agent from the Seller and will promptly remit to the Purchasers entitled thereto all such payments. The Agent will transmit to each Purchaser copies of all documents received from the Seller pursuant to the requirements of this Agreement other than documents which by the terms of this Agreement the Seller is obligated to confirm receipt of items expressly required to be delivered deliver directly to the Administrative AgentPurchasers. (c) Each Purchaser or its assignee shall furnish to the Agent in a timely fashion such documentation (including, but not by way of limitation, IRS Forms Nos. 1001, 4224 and W-8) as may be required by applicable law or regulation or as may reasonably be requested by Agent to establish such Purchaser's status for tax withholding purposes.

Duties and Obligations. The Administrative Agent shall not have any duties or obligations except those expressly set forth in the Loan Documents. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02)Lenders, and, (c) except as expressly set forth in the Loan Documents, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Loan Party or any Subsidiary that is communicated to or obtained by the bank Person serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02) or in the absence of its own gross negligence or willful misconduct as determined by a final nonappealable judgment of a court of competent jurisdiction. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent by the a Borrower or a Lender, and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or in connection with any Loan Document, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document, (v) the creation, perfection or priority of Liens on the Collateral or the existence of the Collateral, or (vi) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.inquire

Duties and Obligations. The Administrative (a) Neither Agent, Letter of Credit Agent nor any of their directors, officers, agents or employees shall not have be liable for any duties action taken or obligations omitted to be taken by it or any of them under or in connection with this Agreement or any other Loan Document except those expressly set forth in the Loan Documentsfor its or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, Agent and Letter of Credit Agent (ai) may treat each Lender which is a party hereto as the Administrative party entitled to receive payments hereunder until Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage receives written notice of the Lenders assignment of such Lender's interest herein signed by such Lender and made in accordance with the terms hereof and a written agreement of the assignee that it is bound hereby to the same extent as shall be necessary under the circumstances as provided it would have been had it been an original party hereto, in Section 9.02each case in form satisfactory to Agent; (ii) may consult with legal counsel (including counsel for Borrower), and, (c) except as expressly set forth in the Loan Documents, the Administrative Agent shall not have any duty to disclose, independent public accountants and shall not be liable for the failure to disclose, any information relating to any Loan Party or any Subsidiary that is communicated to or obtained other experts selected by the bank serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent it and shall not be liable for any action taken or not omitted to be taken in good faith by it in accordance with the consent advice of such experts; (iii) makes no warranty or at representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations made in or in connection with this Agreement, any other Loan Document, or in any instrument or document furnished pursuant hereto or thereto; (iv) shall not have any duty to ascertain or to inquire as to the request performance of any of the Required Lenders (terms, covenants, or such other number or percentage conditions of the Lenders Loan Documents, or of any instrument or document furnished pursuant thereto on the part of Borrower or as to the use of the proceeds of any Loan or the proceeds received in respect of any Letter of Credit; (v) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, effectiveness, or value of this Agreement, of any other Loan Document, or of any instrument or document furnished pursuant hereto or thereto; and (vi) shall incur no liability under or in respect to this Agreement or any other Loan Document by acting upon any oral or written notice, consent, certificate or other instrument or writing (which may be by cable, telex or telefax) believed by it to be genuine and signed, sent or made by the proper party or parties or by acting upon any representation or warranty of Borrower made or deemed to be made in this Agreement or any other Loan Document. Agent may execute any of its duties under this Agreement or any other Loan Document by or through agents, employees or attorneys-in-fact and shall be necessary under the circumstances as provided in Section 9.02) or in the absence entitled to advice of its own gross negligence or willful misconduct as determined by a final nonappealable judgment of a court of competent jurisdictioncounsel concerning all matters pertaining to such duties. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent by the Borrower or a Lender, and the Administrative Agent shall not be responsible for the negligence or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document, (ii) the contents misconduct of any certificateagent or attorney-in-fact that it selects with reasonable care. (b) Agent and Letter of Credit Agent will promptly transmit to each Lender copies of all documents received from Borrower pursuant to the requirements of this Agreement other than documents which by the terms of this Agreement, report Borrower is obligated to deliver directly to Lenders. (c) Each Lender or other document delivered hereunder its assignee shall furnish to Agent in a timely fashion such documentation (including, but not by way of limitation, IRS Forms Nos. W-8, 1001 and 4224) as may be reasonably requested by Agent to establish such Lender's status for tax withholding purposes. (d) Neither Agent nor Letter of Credit Agent shall be deemed to have knowledge or in connection with notice of the occurrence of any Loan Document, (iii) the performance Default or observance Event of Default under any of the covenants, agreements Loan Documents unless Agent has received written notice from a Lender or other terms Borrower referring to one or conditions set forth in any Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document, (v) the creation, perfection or priority of Liens on the Collateral or the existence more of the CollateralLoan Documents, describing such Default or (vi) Event of Default and stating that such notice is a "notice of default." In the satisfaction of any condition set forth in Article IV or elsewhere in any Loan Documentevent that Agent receives such a notice, other than to confirm receipt of items expressly required to be delivered to the Administrative AgentAgent shall promptly notify each Lender.

Duties and Obligations. The Administrative Agent In performing its functions and duties hereunder on behalf of the Banks, First Union shall not have exercise the same care and skill as it would exercise in dealing with loans for its own account. Neither First Union nor any duties of its directors, officers, employees or obligations other agents shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement or any Loan Document except those expressly set forth in the Loan Documentsfor its or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, First Union (a) the Administrative Agent shall not be subject to any fiduciary or may consult with legal counsel and other implied duties, regardless of whether a Default has occurred experts selected by it and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02), and, (c) except as expressly set forth in the Loan Documents, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Loan Party or any Subsidiary that is communicated to or obtained by the bank serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall not be liable for any action taken or not omitted to be taken by it in good faith and in accordance with the consent advice of such experts; (b) makes no representation or at the request of the Required Lenders (or such other number or percentage of the Lenders warranty to any Bank as shall be necessary under the circumstances as provided in Section 9.02) or in the absence of its own gross negligence or willful misconduct as determined by a final nonappealable judgment of a court of competent jurisdiction. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent by the Borrower or a Lenderto, and the Administrative Agent shall not be responsible for to any Bank for, any recital, statement, representation or warranty made in or in connection with this Agreement, any Loan Document or in any written or oral statement (including a financial or other such statement), instrument or other document delivered in connection herewith or therewith or furnished to any Bank by or on behalf of any Borrower; (c) shall have any no 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 hereunder or in connection with any Loan Document, (iii) the Borrower's performance or observance of any of the covenants, agreements or other terms covenants or conditions set forth contained herein or to inspect any of the property (including the books and records) of any Borrower or inquire into the use of the proceeds of the Loans or (unless the officers of First Union active in their capacity as officers of First Union on any Loan DocumentBorrower's account have actual knowledge thereof or have been notified in writing thereof) to inquire into the existence or possible existence of any Event of Default or Potential Default; (d) shall not be responsible to any Bank for the due execution, (iv) the legality, validity, enforceability, effectiveness effectiveness, genuineness, sufficiency, collectibility or genuineness value of this Agreement or any other Loan Document or any other agreement, instrument or documentdocument executed or issued pursuant hereto or in connection herewith, (v) except to the creation, perfection or priority of Liens extent that such may be dependent on the Collateral due authorization and execution by First Union itself; (e) except as expressly provided herein in respect of information and data furnished to First Union for distribution to the Banks, shall have no duty or responsibility, either initially or on a continuing basis, to provide to any Bank any credit or other information with respect to any Borrower, whether coming into its possession before the existence making of the CollateralLoans or at any time or times thereafter; and (f) shall incur no liability under or in respect of this Agreement or any other Loan Document for, and shall be entitled to rely and act upon, any notice, consent, certificate or other instrument or writing (which may be by facsimile (telecopier), telegram, cable, or (viother electronic means) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan Document, other than to confirm receipt of items expressly required believed by it to be delivered genuine and correct and to have been signed or sent by the Administrative Agentproper party or parties.

Duties and Obligations. The Administrative Agent shall not have any duties or obligations except those expressly set forth in the Loan Documents. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02), and, (c) except as expressly set forth in the Loan Documents, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Loan Party or any Subsidiary that is communicated to or obtained by the bank serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02) or in the absence of its own gross negligence or willful misconduct as determined by a final nonappealable judgment of a court of competent jurisdiction. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent by the Borrower Representative or a Lender, and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or in connection with any Loan Document, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document, (v) the creation, perfection or priority of Liens on the Collateral or the existence of the Collateral, or (vi) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent. 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 disclosure of confidential information, to any Disqualified Institution.

Duties and Obligations. The Administrative Agent or the Lead Arranger, as applicable, shall not have any duties or obligations except those expressly set forth in the Loan Documents. Without limiting the generality of the foregoing, the Administrative Agent or the Lead Arranger, as applicable, (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Loan Documents that the Administrative Agent is required to exercise in writing as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02), and, (c) except as expressly set forth in the Loan Documents, provided that the Administrative Agent shall not be required to take any action that, in the reasonable opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable law, including for the avoidance of doubt any action that may be in violation of the automatic stay under any debtor relief law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any debtor relief law and (c) shall not have any duty or responsibility to disclose, and shall not be liable for the failure to disclose, any information relating to any Loan Party Lender or any Subsidiary Issuing Bank, any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any of the Loan Parties or any of their Affiliates, that is communicated to, obtained or in the possession of, the Administrative Agent, the Lead Arranger or any of their Related Parties in any capacity, except for notices, reports and other documents expressly required to or obtained be furnished to the Lenders by the bank serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02) or in the absence of its own gross negligence or willful misconduct as determined by a final nonappealable judgment of a court of competent jurisdiction. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent by the Borrower or a Lender, and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or in connection with any Loan Document, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document, (v) the creation, perfection or priority of Liens on the Collateral or the existence of the Collateral, or (vi) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.106

Duties and Obligations. The Administrative Agent shall not have any duties or obligations except those expressly set forth in the Loan Documents. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default Potential Amortization Event has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.0211.02), and, (c) except as expressly set forth in the Loan Documents, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Loan Party or any Subsidiary the Borrower that is communicated to or obtained by the bank serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.0211.02) or in the absence of its own gross negligence or willful misconduct as determined by a final nonappealable judgment of a court of competent jurisdiction. The Administrative Agent shall be deemed not to have knowledge of any Default Potential Amortization Event unless and until written notice thereof is given to the Administrative Agent by the Borrower or a Lender, and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or in connection with any Loan Document, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document, (v) the creation, perfection or priority of Liens on the Collateral or the existence of the Collateral, or (vi) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.

Duties and Obligations. The Administrative In performing its functions and duties hereunder on behalf of the Banks, each Agent shall not have exercise the same care and skill as it would exercise in dealing with loans for its own account. No Agent, nor any duties of any Agent’s directors, officers, employees or obligations other agents shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement or any Loan Document except those expressly set forth in the Loan Documentsfor its or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, each Agent (a) the Administrative Agent shall not be subject to any fiduciary or may consult with legal counsel and other implied duties, regardless of whether a Default has occurred experts selected by it and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02), and, (c) except as expressly set forth in the Loan Documents, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Loan Party or any Subsidiary that is communicated to or obtained by the bank serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall not be liable for any action taken or not omitted to be taken by it in good faith and in accordance with the consent advice of such experts; (b) makes no representation or at the request of the Required Lenders (or such other number or percentage of the Lenders warranty to any Bank as shall be necessary under the circumstances as provided in Section 9.02) or in the absence of its own gross negligence or willful misconduct as determined by a final nonappealable judgment of a court of competent jurisdiction. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent by the Borrower or a Lenderto, and the Administrative Agent shall not be responsible for to any Bank for, any recital, statement, representation or warranty made in or in connection with this Agreement, any Loan Document or in any written or oral statement (including a financial or other such statement), instrument or other document delivered in connection herewith or therewith or furnished to any Bank by or on behalf of the Borrower; (c) shall have any no 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 hereunder or in connection with any Loan Document, (iii) the Borrower’s performance or observance of any of the covenants, agreements or other terms covenants or conditions set forth in contained herein or to inspect any Loan Documentof the property (including the books and records) of the Borrower or inquire into the use of the proceeds of the Revolving Loans or Term Loans or to inquire into the existence or possible existence of any Event of Default or Potential Default; (d) shall not be responsible to any Bank for the due execution, (iv) the legality, validity, enforceability, effectiveness effectiveness, genuineness, sufficiency, collectibility or genuineness value of this Agreement or any other Loan Document or any other agreement, instrument or documentdocument executed or issued pursuant hereto or in connection herewith, (v) except to the creation, perfection or priority of Liens extent that such may be dependent on the Collateral due authorization and execution by the Agent itself; (e) except as expressly provided herein in respect of information and data furnished to any Agent for distribution to the Banks, shall have no duty or responsibility, either initially or on a continuing basis, to provide to any Bank any credit or other information with respect to the existence Borrower, whether coming into its possession before the making of the CollateralLoans or at any time or times thereafter; and (f) shall incur no liability under or in respect of this Agreement or any other Loan Document for, and shall be entitled to rely and act upon, any notice, consent, certificate or other instrument or writing (which may be by facsimile (telecopier), telegram, cable, or (viother electronic means) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan Document, other than to confirm receipt of items expressly required believed by it to be delivered genuine and correct and to have been signed or sent by the Administrative Agentproper party or parties.

Duties and Obligations. The Administrative Agent shall not have any duties or obligations except those expressly set forth in the Loan Documentsherein. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Loan Documents hereby that the Administrative Agent is required to exercise in writing as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02), and, and (c) except as expressly set forth in the Loan Documentsherein, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Loan Party the Borrower or any Subsidiary of its Subsidiaries that is communicated to or obtained by the bank serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02) or in the absence of its own gross negligence or willful misconduct as determined by a final nonappealable judgment of a court of competent jurisdictionmisconduct. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent by the Borrower or a Lender, and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Documentthis Agreement, (ii) the contents of any certificate, report or other document delivered hereunder or in connection with any Loan Documentherewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Loan Documentherein, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document this Agreement or any other agreement, instrument or document, or (v) the creation, perfection or priority of Liens on the Collateral or the existence of the Collateral, or (vi) the satisfaction of any condition set forth in Article ARTICLE IV or elsewhere in any Loan Documentherein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.

Duties and Obligations. The Administrative Agent shall not have any duties or obligations except those expressly set forth in the Loan Documentsherein. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a an Event of Default or Unmatured Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Loan Documents hereby that the Administrative Agent is required to exercise in writing as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02this Agreement), and, and (c) except as expressly set forth in the Loan Documentsherein, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Loan Party Borrower, Guarantor or any Subsidiary other Loan Party, or any of their subsidiaries or Affiliates, that is communicated to or obtained by the bank serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02this Agreement) or in the absence of its own gross negligence or willful misconduct as determined by a final nonappealable judgment of a court of competent jurisdictionmisconduct. The Administrative Agent shall be deemed not to have knowledge of any Event of Default or Unmatured Default unless and until written notice thereof is given to the Administrative Agent by the Borrower or a Lender, and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Documentthis Agreement, (ii) the contents of any certificate, report or other document delivered hereunder or in connection with any Loan Documentherewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document, (v) the creation, perfection or priority of Liens on the Collateral or the existence of the Collateral, or (vi) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan Documentthis Agreement, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent, (vi) the value, sufficiency, creation, perfection or priority of any lien on the Qualified Properties or the Collateral, or (vii) the financial condition of Borrower or Guarantor or any other Loan Party.

Duties and Obligations. The Administrative Agent shall and any of its directors, officers, agents or employees (and, for purposes hereof, the Agent will be deemed to be contracting as agent for and on behalf of such Persons) will not have be liable to any duties Lender for any action taken or obligations omitted to be taken by it under or in connection with the Documents, except those expressly set forth in the Loan Documentsfor its gross negligence or wilful misconduct. Without limiting the generality of the foregoing, the Agent: (a) may assume that there has been no assignment or transfer by the Administrative Lenders of their rights under the Documents, unless and until the Agent shall not be subject to any fiduciary or other implied duties, regardless of whether receives a Default has occurred and is continuing, duly executed Assignment from such Lender; (b) may consult with counsel (including counsel for the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02Borrower), and, (c) except as expressly set forth in the Loan Documents, the Administrative Agent shall not have any duty to disclose, independent public accountants and shall not be liable for the failure to disclose, any information relating to any Loan Party or any Subsidiary that is communicated to or obtained other experts selected by the bank serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall it and will not be liable for any action taken or not omitted to be taken in good faith by it in accordance with or reliance upon the consent advice of such counsel, accountants or at the request experts; (c) will incur no liability under or in respect of the Required Lenders Documents by acting upon any notice, consent, certificate or other instrument or writing believed by it to be genuine and signed or sent by the apparently proper Person or by acting upon any representation or warranty of any Enerplus Party made or deemed to be made hereunder; (d) may assume that no Default or Event of Default has occurred and is continuing unless it has actual knowledge to the contrary; and (e) may rely, as to any matter of fact which might reasonably be expected to be within the knowledge of any Person, upon a certificate signed by or on behalf of such other number Person. Further, the Agent (i) does not make any warranty or percentage representation to any Lender nor will it be responsible to any Lender for the accuracy or completeness of the data made available to any of the Lenders as shall be necessary under in connection with the circumstances as provided Credit Facility, or for any statements, warranties or representations (whether written or oral) made in Section 9.02connection with the Credit Facility, (ii) or in the absence of its own gross negligence or willful misconduct as determined by a final nonappealable judgment of a court of competent jurisdiction. The Administrative Agent shall be deemed will not to have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent by the Borrower or a Lender, and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or in connection with any Loan Document, (iii) to enquire as to the performance or observance of any of the covenantsterms, agreements or other terms covenants or conditions set forth in of the Documents on the part of the Borrower or to inspect the property (including books and records) of the Borrower, and (iii) will not be responsible to any Loan DocumentLender for the due execution, (iv) the legality, validity, enforceability, effectiveness genuineness, sufficiency or genuineness value of any Loan Document the Documents or any other agreement, instrument or document, (v) the creation, perfection document furnished pursuant hereto or priority of Liens on the Collateral or the existence of the Collateral, or (vi) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to the Administrative Agentthereto.

Duties and Obligations. The Administrative Agent shall not have any duties or obligations except those expressly set forth in the Loan Documents. Without limiting the generality of the foregoing, (ai) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (bi) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02), and, (cand i) except as expressly set forth in the Loan Documents, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Loan Party or any Subsidiary that is communicated to or obtained by the bank serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02) or in the absence of its own gross negligence or willful misconduct as determined by a final nonappealable judgment of a court of competent jurisdiction. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent by the Borrower Representative or a Lender, and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i1) any statement, warranty or representation made in or in connection with any Loan Document, (ii1) the contents of any certificate, report or other document delivered hereunder or in connection with any Loan Document, (iii1) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Loan Document, (iv1) the validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document, (v1) the creation, perfection or priority of Liens on the Collateral or the existence of the Collateral, or (vi1) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.

Duties and Obligations. The Administrative Agent shall not have any duties or obligations except those expressly set forth in the Loan Documents. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a an Event of Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02SECTION 8.02), and, (c) except as expressly set forth in the Loan Documents, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Loan Party or any Subsidiary the Borrower that is communicated to or obtained by the bank serving as the Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02SECTION 8.02) or in the absence of its own gross negligence or willful misconduct as determined by a final nonappealable non-appealable judgment of a court of competent jurisdiction. The Administrative Agent shall be deemed not to have knowledge of any Event of Default unless and until written notice thereof is given to the Administrative Agent by the Borrower or a Lender, and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or in connection with any Loan Document, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document, (v) the creation, perfection or priority of Liens on the Collateral or the existence of the Collateral, or (viv) the satisfaction of any condition set forth in Article IV 4 or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.

Duties and Obligations. The Administrative Agent shall not have any duties or obligations except those those (b) As to any matters not expressly set forth forthprovided for herein and in the other Loan Documents. Without limiting the generality of the foregoing, (a) (including enforcement or collection), the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty torequired to exercise any discretion or take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Loan Documents that the Administrative Agent is required to exercise in writing as directed by, but shall be required to act or to refrain from acting (and shall be fully protected in writing by so acting or refraining from acting) upon the written instructions of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02), and, and (c) except except, pursuant to the terms in the Loan Documents), and, unless and until revoked in writing, such instructions shall be binding upon each Lender and each Issuing Bank; provided, however, that the Administrative Agent shall not be required to take any action that (i) the Administrative Agent in good faith believes exposes it to liability unless the Administrative Agent receives an indemnification and is exculpated in a manner satisfactory to it from the Lenders and the Issuing Banks with respect to such action or (ii) is contrary to this Agreement or any other Loan Document or applicable law, including any action that may be in violation of the automatic stay under any requirement of law relating to bankruptcy, insolvency or reorganization or relief of debtors or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any requirement of law relating to bankruptcy, insolvency or reorganization or relief of debtors; provided, further, that the Administrative Agent may seek clarification or direction from the Required Lenders prior to the exercise of any such instructed action and may refrain from acting until such clarification or direction has been provided. Except as expressly set forth in the Loan Documents, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Borrower, any other Loan Party Party, any Subsidiary or any Subsidiary of its SubsidiariesAffiliate of any of the foregoing that is communicated to or obtained by the bank bankPerson serving as Administrative Agent or any of its Affiliates in any capacity. Nothing in this Agreement shall require the Administrative Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. (c) In performing its functions and duties hereunder and under the other Loan Documents, the Administrative Agent is acting solely on behalf of the Lenders and the Issuing Banks (except in limited circumstances expressly provided for herein relating to the maintenance of the Register), and its duties are entirely mechanical and administrative in nature. Without limiting the generality of the foregoing: (i) the Administrative Agent does not assume and shall not be deemed to have assumed any obligation or duty or any other relationship as the agent, fiduciary or trustee of or for any Lender, Issuing Bank, any other Secured Party or holder of any other obligation other than as expressly set forth herein and in the other Loan Documents, regardless of whether a Default or an Event of Default has occurred and is continuing (and it is understood and agreed that the use of the term “agent” (or any similar term) herein or in any other Loan Document with reference to the Administrative Agent is not intended to connote any fiduciary duty or other implied (or express) obligations arising under agency doctrine of any applicable law, and that such term is used as a matter of market custom and is intended to create or reflect only an administrative relationship between contracting parties); additionally, each Lender agrees that it will not assert any claim against the Administrative Agent based on an alleged breach of fiduciary duty by the Administrative Agent in connection with this Agreement and/or the transactions contemplated hereby; (ii) [intentionally omitted]; (iii) [intentionally omitted]; and (iv) nothing in this Agreement or any Loan Document shall require the Administrative Agent to account to any Lender for any sum or the profit element of any sum received by the Administrative Agent for its own account. (d) The Administrative Agent shall not be liable for may perform any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02) or in the absence of its own gross negligence duties and exercise its rights and powers hereunder or willful misconduct as determined under any other Loan Document by a final nonappealable judgment of a court of competent jurisdictionor through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any of their respective duties and exercise their respective rights and powers through their respective Related Parties. The exculpatory provisions of this Article shall be deemed not apply to have knowledge any such sub-agent and to the Related Parties of any Default unless and until written notice thereof is given to the Administrative Agent by the Borrower or a Lenderand any such sub-agent, and the shall apply to their respective activities pursuant to this Agreement. The Administrative Agent shall not be responsible for the negligence or misconduct of any sub agent except to the extent that a court of competent jurisdiction determines in a final and non-appealable judgment that the Administrative Agent acted with gross negligence or willful misconduct in the selection of such sub-agent. (e) Neither Sole Bookrunner nor Sole Lead Arranger shall have obligations or duties whatsoever in such capacity under this Agreement or any duty other Loan Document and shall incur no liability hereunder or thereunder in such capacity, but all such persons shall have the benefit of the indemnities provided for hereunder. (f) In case of the pendency of any proceeding with respect to ascertain any Loan Party under any Federal, state or inquire into foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, the Administrative Agent (irrespective of whether the principal of any Loan or any reimbursement obligation in respect of any LC Disbursement shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on any Borrower) shall be entitled and empowered (but not obligated) by intervention in such proceeding or otherwise: (i) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, LC Disbursements and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders, the Issuing Banks and the Administrative Agent (including any statementclaim under Sections 2.12, warranty or representation made 2.13, 2.15, 2.17 and 9.03) allowed in or in connection with any Loan Document, such judicial proceeding; and (ii) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the contents same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such proceeding is hereby authorized by each Lender, each Issuing Bank and each other Secured Party to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders, the Issuing Banks or the other Secured Parties, to pay to the Administrative Agent any amount due to it, in its capacity as the Administrative Agent, under the Loan Documents (including under Section 9.03). Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any certificateLender or Issuing Bank any plan of reorganization, report arrangement, adjustment or other document delivered hereunder composition affecting the Obligations or in connection with any Loan Document, (iii) the performance or observance rights of any Lender or Issuing Bank or to authorize the Administrative Agent to vote in respect of the covenantsclaim of any Lender or Issuing Bank in any such proceeding. (g) The provisions of this Article are solely for the benefit of the Administrative Agent, agreements or other terms or the Lenders and the Issuing Banks, and, except solely to the extent of the Borrowers’ right to consent pursuant to and subject to the conditions set forth in this Article, no Borrower nor any Loan DocumentSubsidiary, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreementof their respective Affiliates, instrument shall have any rights as a third party beneficiary under any such provisions. Each Secured Party, whether or documentnot a party hereto, (v) will be deemed, by its acceptance of the creation, perfection or priority benefits of Liens on the Collateral or the existence and of the CollateralGuarantees of the Secured Obligations provided under the Loan Documents, or (vi) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered have agreed to the Administrative Agentprovisions of this Article.

Duties and Obligations. (a) It is agreed that the duties and obligations of the Escrow Agent are those herein specifically provided and no other. The Administrative Escrow Agent shall not have any liability under, or duty to inquire into, the terms and provisions of any agreement, other than this Agreement. The Escrow Agent's duties or obligations except those expressly set forth are ministerial in nature and the Loan Documents. Without limiting the generality of the foregoing, (a) the Administrative Escrow Agent shall not incur any liability whatsoever so long as it has acted in good faith, except for willful misconduct or gross negligence. In the event that, at any time, the Escrow Agent has any question as to the interpretation or application of any provision of this Agreement, or requests written instructions or confirmation of any action or inaction to be subject taken or not to be taken by the Escrow Agent hereunder, the Escrow Agent may, in its discretion, refrain from taking any fiduciary action or other implied dutiesengaging in any activity, regardless of whether a Default until it has occurred received such instruction or confirmation as it may reasonably request and is continuing, the parties hereto will provide the same as reasonably requested by the Escrow Agent from time to time. (b) the Administrative The Escrow Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage may consult with counsel of the Lenders as shall be necessary under the circumstances as provided in Section 9.02), and, (c) except as expressly set forth in the Loan Documents, the Administrative Agent shall not have any duty to discloseits choice, and shall not be liable for any action taken, suffered or omitted by it in accordance with the failure to disclose, any information relating to any Loan Party or any Subsidiary that is communicated to or obtained by the bank serving as Administrative Agent or any advice of its Affiliates in any capacitysuch counsel. The Administrative Escrow Agent shall not be liable for bound by any action taken modification, amendment, termination, cancellation, rescission or not taken supersession of this Agreement unless the same shall be in writing and signed by it with the consent or at the request all of the Required Lenders parties hereto. (c) In the event that the Escrow Agent shall be uncertain as to its duties or such other number rights hereunder or percentage shall receive instructions, claims or demands from any party hereto which, in its opinion, conflict with any of the Lenders as provisions of this Agreement, it shall be necessary under entitled to commence an action in interpleader and to 12 pay the circumstances as provided in Section 9.02) or funds and property then held in the absence of Escrow Accounts into court, whereupon its own gross negligence or willful misconduct sole obligation shall be to take such action as determined is ordered by a final nonappealable final, binding, non-appealable order or judgment of a court of competent jurisdiction. . (d) The Administrative Escrow Agent shall be deemed not to incur any liability for following the instructions herein contained or expressly provided for. (e) The Escrow Agent shall not have knowledge any responsibility for the genuineness or validity of any Default unless and until document or other item deposited with it or any liability for action in accordance with any written notice thereof is instructions or certificates given to the Administrative Agent it hereunder and reasonably believed by it to be signed by the Borrower or a Lender, and the Administrative proper parties. (f) The Escrow Agent shall not be responsible for or have any duty required to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document, (ii) the contents institute legal proceedings of any certificate, report kind and shall not be required to initiate or other document delivered hereunder or defend any legal proceedings (including interpleader) which may be instituted against it in connection with any Loan Document, (iii) the performance or observance of any respect of the covenantssubject matter of this Agreement. If it does elect to act, agreements it will do so only if it is indemnified against the reasonable cost and expense of such defense or other terms or conditions set forth initiation. (g) This Agreement shall terminate when all funds and property on deposit pursuant hereto have been disbursed as provided in any Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document, (v) the creation, perfection or priority of Liens on the Collateral or the existence of the Collateral, or (vi) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to the Administrative Agentthis Agreement.

Duties and Obligations. The Administrative (a) Neither Agent nor any of its directors, officers, agents or employees shall not have be liable for any duties action taken or obligations omitted to be taken by it or any of them under or in connection with this Agreement except those expressly set forth in the Loan Documentsfor its or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, Agent (ai) may treat the Administrative payee of any Note as the holder thereof until Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage receives written notice of the Lenders assignment thereof signed by such payee and a written agreement of the assignee that it is bound hereby as shall be necessary under the circumstances as provided it would have been had it been an original party hereto, in Section 9.02each case in form satisfactory to Agent; (ii) may consult with legal counsel (including counsel for Borrower), and, (c) except as expressly set forth in the Loan Documents, the Administrative Agent shall not have any duty to disclose, independent public accountants and shall not be liable for the failure to disclose, any information relating to any Loan Party or any Subsidiary that is communicated to or obtained other experts selected by the bank serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent it and shall not be liable for any action taken or not omitted to be taken in good faith by it in accordance with the consent advice of such experts; (iii) makes no warranty or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02) or in the absence of its own gross negligence or willful misconduct as determined by a final nonappealable judgment of a court of competent jurisdiction. The Administrative Agent shall be deemed not representation to have knowledge of any Default unless Lender and until written notice thereof is given to the Administrative Agent by the Borrower or a Lender, and the Administrative Agent shall not be responsible to any Lender for any statements, warranties or representations made in or in connection with this Agreement or in any instrument or document furnished pursuant hereto; (iv) shall not have any duty to ascertain or to 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 hereunder or in connection with any Loan Document, (iii) as to the performance or observance of any of the terms, covenants, agreements or other terms or conditions set forth in of this Agreement on the part of Borrower or as to the use of the proceeds of any Loan Documentor, unless the officers of Agent active in their capacity as officers of Agent on Borrower's account have actual knowledge thereof or have been notified in writing thereof by a Lender, the existence or possible existence of any Potential Event of Default or any Event of Default; (ivv) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, effectiveness genuineness, effectiveness, or genuineness value of this Agreement or of any Loan Document or any other agreement, instrument or document, (v) the creation, perfection or priority of Liens on the Collateral or the existence of the Collateral, or document furnished pursuant hereto; and (vi) the satisfaction of shall incur no liability under or in respect to this Agreement by acting upon any condition set forth in Article IV notice, consent, certificate or elsewhere in any Loan Documentother instrument or writing (which may be by telegram, other than to confirm receipt of items expressly required telecopy, cable or telex) believed by it to be delivered genuine and signed or sent by the proper party or parties or by acting upon any representation or warranty of Borrower deemed to be made hereunder; (b) Agent will account to each Lender for its Pro Rata Share of payments of principal, interest and commitment fees received by Agent from Borrower and will remit to Lenders entitled thereto all of the payments received hereunder from Borrower for the account of Lenders. Agent will transmit to each Lender copies of documents received from Borrower or others pursuant to the Administrative Agentrequirements of this Agreement.

Duties and Obligations. The Administrative Agent shall not have any duties or obligations except those expressly set forth in the Loan Documents. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Loan Documents that the Administrative Agent is required to exercise in writing as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02), and, and (c) except as expressly set forth in the Loan Documents, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Loan Party or any Subsidiary of its Subsidiaries that is communicated to or obtained by the bank serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02) or in the absence of its own gross negligence or willful misconduct as determined by a final nonappealable judgment of a court of competent jurisdiction. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent by the a Borrower or a Lender, and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection with any Loan Document, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document, (v) the creation, perfection or priority of Liens on the Collateral or the existence of the Collateral, or (vi) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.

Duties and Obligations. The Administrative No Lender (nor Agent in its capacity as Agent) nor any of their respective directors, officers, employees, agents, parents or Subsidiaries shall not have be liable to the other Lenders for any duties action taken or obligations omitted to be taken by it or them under or in connection with this Agreement or any other Loan Document except those expressly set forth in the Loan Documentsfor its or their own gross negligence or willful or illegal misconduct. Without limiting limitation of the generality of the foregoing, among the Lenders, each Lender (including Agent in its capacity as Agent) (a) may treat the Administrative Agent shall not be subject others as the holder of its Loan Percentage of the Loan unless and until it receives written notice of the assignment thereof signed by such assignor and the written agreement of the assignee that such assignee is bound by this Agreement as it would have been if it had been an original lender party to any fiduciary or this Agreement, in each case in a form satisfactory to the other implied duties, regardless Lenders and made in compliance with the provisions of whether a Default has occurred and is continuing, Section 20.13 hereof; (b) shall incur no liability under or in respect of this Agreement, the Administrative Agent shall not have Loan Agreement or any duty other Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopy, telegram, cable or telex) believed by it to take any discretionary action be genuine and signed or exercise any discretionary powers, except discretionary rights and powers expressly contemplated sent by the Loan Documents that the Administrative Agent is required to exercise as directed in writing proper party or parties or by acting upon any statement made by the Required Lenders (other Lender or deemed to be made by such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02), and, Lender; (c) except as expressly set forth in shall make no warranty or representation to the Loan Documents, the Administrative Agent shall not have any duty to disclose, other Lenders and shall not be liable for responsible to the failure to disclose, any information relating to any Loan Party or any Subsidiary that is communicated to or obtained by the bank serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall not be liable other Lenders for any action taken statements, warranties or not taken representations (whether written or oral) made by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02) or in the absence of its own gross negligence or willful misconduct as determined by a final nonappealable judgment of a court of competent jurisdiction. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent by the Borrower or a Lender, and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document; (d) shall not have any duty, (ii) the contents of any certificatebeyond its usual and customary loan administration and servicing procedures, report to ascertain or other document delivered hereunder or in connection with any Loan Document, (iii) to inquire as to the performance or observance of any of the covenantsterms, agreements or other terms covenants or conditions set forth in of this Agreement or any other Loan DocumentDocument on the part of Borrower or to inspect the books and records of Borrower; (e) shall not be responsible to the other Lenders for the due execution, (iv) the legality, validity, enforceability, effectiveness genuineness, perfection, priority, condition, sufficiency or genuineness value of any Loan Document the Agreement or any other agreement, instrument or document, (v) the creation, perfection or priority of Liens on the Collateral or the existence of the Collateral, or (vi) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan Document, or any Collateral provided thereunder (including the Projects), or any other than to confirm receipt instrument or document furnished pursuant hereto; and (f) shall not be responsible for the financial condition or credit worthiness of items expressly required to be delivered to the Administrative AgentBorrower.

Duties and Obligations. The Administrative Neither the Agent nor any of its directors, officers, agents or employees (and, for purposes hereof, the Agent shall not have be deemed to be contracting as agent and trustee for and on behalf of such persons) shall be liable to the Lenders for any duties action taken or obligations omitted to be taken by it or them under or in connection with this Agreement except those expressly set forth for its or their own gross negligence or wilful misconduct, as determined in the Loan Documentsa final, non-appealable judgment by a court of competent jurisdiction. Without limiting the generality of the foregoing, the Agent: (a) may assume that there has been no assignment or transfer by any means by the Administrative Lenders of their rights hereunder, unless and until the Agent shall not be subject to any fiduciary or other implied dutiesreceives written notice of the assignment thereof from such Xxxxxx and the Agent receives from the assignee an executed Assignment Agreement providing, regardless of whether a Default has occurred and inter alia, that such assignee is continuing, bound hereby as it would have been if it had been an original Lender party hereto; (b) may consult with legal counsel (including receiving the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights opinions of Xxxxxxxx’s counsel and powers expressly contemplated by the Loan Documents that the Administrative Agent is Xxxxxxx’ Counsel required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02hereunder), and, (c) except as expressly set forth in the Loan Documents, the Administrative Agent shall not have any duty to disclose, independent public accountants and shall not be liable for the failure to disclose, any information relating to any Loan Party or any Subsidiary that is communicated to or obtained other experts selected by the bank serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent it and shall not be liable for any action taken or not omitted to be taken in good faith by it in accordance with the consent advice of such counsel, accountants or experts; (c) shall incur no liability under or in respect of this Agreement by acting upon any notice, consent, certificate or other instrument or writing (which may be by telegram, cable, facsimile, electronic mail or other electronic means of communication which may generate a written record thereof) believed by it to be genuine and signed or sent by the proper party or parties or by acting upon any representation or warranty of the Borrower made or deemed to be made hereunder; (d) may assume that no Default or Event of Default has occurred and is continuing unless it has actual knowledge to the contrary; (e) may rely as to any matters of fact which might reasonably be expected to be within the knowledge of any person upon a certificate signed by or on behalf of such person; (f) shall not be bound to disclose to any other person any information relating to the Borrower, any of its Subsidiaries or any other person if such disclosure would or might in its opinion constitute a breach of any applicable law, be in default of the provisions hereof or be otherwise actionable at the request suit of any other person; and (g) may refrain from exercising any right, power or discretion vested in it which would or might in its reasonable opinion be contrary to any applicable law or any directive or otherwise render it liable to any person, and may do anything which is in its reasonable opinion necessary to comply with such applicable law. Further, the Agent (i) does not make any warranty or representation to any Lender nor shall it be responsible to any Lender for the accuracy or completeness of the Required Lenders (representations and warranties of the Borrower herein or such other number or percentage the data made available to any of the Lenders as shall be necessary under in connection with the circumstances as provided negotiation of this Agreement, or for any statements, warranties or representations (whether written or oral) made in Section 9.02) or in the absence of its own gross negligence or willful misconduct as determined by a final nonappealable judgment of a court of competent jurisdiction. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent by the Borrower or a Lender, and the Administrative Agent connection with this Agreement; (ii) shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or in connection with any Loan Document, (iii) to enquire as to the performance or observance of any of the covenantsterms, agreements or other terms covenants or conditions set forth in of this Agreement on the part of the Borrower or to inspect the property (including the books and records) of the Borrower or any Loan Documentof its Subsidiaries; and (iii) shall not be responsible to any Lender for the due execution, (iv) the legality, validity, enforceability, effectiveness genuineness, sufficiency or genuineness value of any Loan Document this Agreement or any other agreement, instrument or document, (v) the creation, perfection or priority of Liens on the Collateral or the existence of the Collateral, or (vi) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to the Administrative Agentdocument furnished pursuant hereto.

Duties and Obligations. The Administrative Agent In performing its functions and duties hereunder on behalf of the Banks, First Union shall not have exercise the same care and skill as it would exercise in dealing with loans for its own account. Neither First Union nor any duties of its directors, officers, employees or obligations other agents shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement or any Loan Document except those expressly set forth in the Loan Documentsfor its or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, First Union (a) the Administrative Agent shall not be subject to any fiduciary or may consult with legal counsel and other implied duties, regardless of whether a Default has occurred experts selected by it and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02), and, (c) except as expressly set forth in the Loan Documents, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Loan Party or any Subsidiary that is communicated to or obtained by the bank serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall not be liable for any action taken or not omitted to be taken by it in good faith and in accordance with the consent advice of such experts; (b) makes no representation or at the request of the Required Lenders (or such other number or percentage of the Lenders warranty to any Bank as shall be necessary under the circumstances as provided in Section 9.02) or in the absence of its own gross negligence or willful misconduct as determined by a final nonappealable judgment of a court of competent jurisdiction. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent by the Borrower or a Lenderto, and the Administrative Agent shall not be responsible for to any Bank for, any recital, statement, representation or warranty made in or in connection with this Agreement, any Loan Document or in any written or oral statement (including a financial or other such statement), instrument or other document delivered in connection herewith or therewith or furnished to any Bank by or on behalf of any Hxxx Company; (c) shall have any no 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 hereunder or in connection with any Loan Document, (iii) the Hxxx Company's performance or observance of any of the covenants, agreements or other terms covenants or conditions set forth contained herein or to inspect any of the property (including the books and records) of any Hxxx Company or inquire into the use of the proceeds of the Loans or (unless the officers of First Union active in their capacity as officers of First Union on the Hxxx Companies' account have actual knowledge thereof or have been notified in writing thereof) to inquire into the existence or possible existence of any Loan DocumentEvent of Default or Potential Default; (d) shall not be responsible to any Bank for the due execution, (iv) the legality, validity, enforceability, effectiveness effectiveness, genuineness, sufficiency, collectability or genuineness value of this Agreement or any other Loan Document or any other agreement, instrument or documentdocument executed or issued pursuant hereto or in connection herewith, (v) except to the creation, perfection or priority of Liens extent that such may be dependent on the Collateral due authorization and execution by First Union itself; (e) except as expressly -39- Credit Agreement February 25, 1999 provided herein in respect of information and data furnished to First Union for distribution to the Banks, shall have no duty or responsibility, either initially or on a continuing basis, to provide to any Bank any credit or other information with respect to any Hxxx Company, whether coming into its possession before the existence making of the CollateralLoans or at any time or times thereafter; and (f) shall incur no liability under or in respect of this Agreement or any other Loan Document for, and shall be entitled to rely and act upon, any notice, consent, certificate or other instrument or writing (which may be by facsimile (telecopier), telegram, cable, or (viother electronic means) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan Document, other than to confirm receipt of items expressly required believed by it to be delivered genuine and correct and to have been signed or sent by the Administrative Agentproper party or parties.

Duties and Obligations. The Administrative Agent shall or any of its directors, officers, agents or employees (and, for purposes hereof, the Agent will be deemed to be contracting as agent for and on behalf of such Persons) will not have be liable to any duties Lender for any action taken or obligations omitted to be taken by it under or in connection with the Documents, except those expressly set forth in the Loan Documentsfor its own gross negligence or wilful misconduct. Without limiting the generality of the foregoing, the Agent: (a) may assume that there has been no assignment or transfer by the Administrative Lenders of their rights under the Documents, unless and until the Agent shall not be subject to any fiduciary or other implied duties, regardless of whether receives a Default has occurred and is continuing, duly executed Assignment from such Lender; (b) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders may consult with counsel (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02including Xxxxxxxx's Counsel), and, (c) except as expressly set forth in the Loan Documents, the Administrative Agent shall not have any duty to disclose, independent public accountants and shall not be liable for the failure to disclose, any information relating to any Loan Party or any Subsidiary that is communicated to or obtained other experts selected by the bank serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall it and will not be liable for any action taken or not omitted to be taken in good faith by it in accordance with or reliance upon the consent advice of such counsel, accountants or at the request experts; (c) will incur no liability under or in respect of the Required Lenders Documents by acting upon any notice, consent, certificate or other instrument or writing believed by it to be genuine and signed or sent by the apparently proper Person or by acting upon any representation or warranty of any Loan Party made or deemed to be made hereunder; (d) may assume that no Default or Event of Default has occurred and is continuing unless it has actual knowledge to the contrary; and (e) may rely, as to any matter of fact which might reasonably be expected to be within the knowledge of any Person, upon a certificate signed by or on behalf of such other number Person. Further, the Agent: (i) does not make any warranty or percentage representation to any Lender nor will it be responsible to any Lender for the accuracy or completeness of the data made available to any of the Lenders as shall be necessary under the circumstances as provided in Section 9.02connection with any Credit Facility, or for any statements, warranties or representations (whether written or oral) or made in the absence of its own gross negligence or willful misconduct as determined by a final nonappealable judgment of a court of competent jurisdiction. The Administrative Agent shall be deemed connection with any Credit Facility; (ii) will not to have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent by the Borrower or a Lender, and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or in connection with any Loan Document, (iii) to enquire as to the performance or observance of any of the covenantsterms, agreements or other terms covenants or conditions set forth in of the Documents on the part of any Loan DocumentParty or to inspect the property (including books and records) of any Loan Party; and (iii) will not be responsible to any Lender for the due execution, (iv) the legality, validity, enforceability, effectiveness genuineness, sufficiency or genuineness value of any Loan Document the Documents or any other agreement, instrument or document, (v) the creation, perfection document furnished pursuant hereto or priority of Liens on the Collateral or the existence of the Collateral, or (vi) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to the Administrative Agentthereto.

Duties and Obligations. The Administrative Agent shall not have any duties or obligations except those expressly set forth in the Loan Documents. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.028.2), and, (c) except as expressly set forth in the Loan Documents, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Loan Party the Company or any Subsidiary that is communicated to or obtained by the bank serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.028.2) or in the absence of its own gross negligence or willful misconduct as determined by a final nonappealable judgment of a court of competent jurisdiction. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent by the Borrower Company or a Lender, and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or in connection with any Loan Document, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document, (v) the creation, perfection or priority of Liens on the Collateral or the existence of the Collateral, or (vi) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.

Duties and Obligations. The Administrative Agent shall not have any duties or obligations except those expressly set forth in the Loan Documentsherein. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Loan Documents hereby that the Administrative Agent is required to exercise in writing as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02), and, and (c) except as expressly set forth in the Loan Documentsherein, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Loan Party Borrower or any Subsidiary of its Subsidiaries that is communicated to or obtained by the bank serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02) or in the absence of its own gross negligence or willful misconduct as determined by a final nonappealable judgment of a court of competent jurisdictionmisconduct. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent by the Borrower or a Lender, and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Documentthis Agreement, (ii) the contents of any certificate, report or other document delivered hereunder or in connection with any Loan Documentherewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Loan Documentherein, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document this Agreement or any other agreement, instrument or document, or (v) the creation, perfection or priority of Liens on the Collateral or the existence of the Collateral, or (vi) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan Documentherein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.

Duties and Obligations. The Administrative Agent In performing its functions and duties hereunder on behalf of the Banks, First Union shall not have exercise the same care and skill as it would exercise in dealing with loans for its own account. Neither First Union nor any duties of its directors, officers, employees or obligations other agents shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement or any Loan Document except those expressly set forth in the Loan Documentsfor its or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, First Union (a) the Administrative Agent shall not be subject to any fiduciary or may consult with legal counsel and other implied duties, regardless of whether a Default has occurred experts selected by it and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02), and, (c) except as expressly set forth in the Loan Documents, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Loan Party or any Subsidiary that is communicated to or obtained by the bank serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall not be liable for any action taken or not omitted to be taken by it in good faith and in accordance with the consent advice of such experts; (b) makes no representation or at the request of the Required Lenders (or such other number or percentage of the Lenders warranty to any Bank as shall be necessary under the circumstances as provided in Section 9.02) or in the absence of its own gross negligence or willful misconduct as determined by a final nonappealable judgment of a court of competent jurisdiction. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent by the Borrower or a Lenderto, and the Administrative Agent shall not be responsible for to any Bank for, any recital, statement, representation or warranty made in or in connection with this Agreement, any Loan Document or in any written or oral statement (including a financial or other such statement), instrument or other document delivered in connection herewith or therewith or furnished to any Bank by or on behalf of any Borrower; (c) shall have any no 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 hereunder or in connection with any Loan Document, (iii) the Borrowers' performance or observance of any of the covenants, agreements or other terms covenants or conditions set forth contained herein or to inspect any of the property (including the books and records) of any Borrower or inquire into the use of the proceeds of the Loans or (unless the officers of First Union active in their capacity as officers of First Union on any Loan DocumentBorrower's account have actual knowledge thereof or have been notified in writing thereof) to inquire into the existence or possible existence of any Event of Default or Potential Default; (d) shall not be responsible to any Bank for the due execution, (iv) the legality, validity, enforceability, effectiveness effectiveness, genuineness, sufficiency, collectability or genuineness value of this Agreement or any other Loan Document or any other agreement, instrument or documentdocument executed or issued pursuant hereto or in connection herewith, (v) except to the creation, perfection or priority of Liens extent that such may be dependent on the Collateral due authorization and execution by First Union itself; (e) except as expressly provided herein in respect of information and data furnished to First Union for distribution to the Banks, shall have no duty or responsibility, either initially or on a continuing basis, to provide to any Bank any credit or other information with respect to Borrower, whether coming into its possession before the existence making of the CollateralLoans or at any time or times thereafter; and (f) shall incur no liability under or in respect of this Agreement or any other Loan Document for, and shall be entitled to rely and act upon, any notice, consent, certificate or other instrument or writing (which may be by facsimile (telecopier), telegram, cable, or (viother electronic means) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan Document, other than to confirm receipt of items expressly required believed by it to be delivered genuine and correct and to have been signed or sent by the Administrative Agentproper party or parties.

Duties and Obligations. The Administrative It is agreed that the duties and obligations of Escrow Agent are those herein specifically provided and no other. Escrow Agent shall not have any liability under, or duty to inquire into, the terms and provisions of any agreement, other than this Agreement. The duties or obligations except those expressly set forth in the Loan Documents. Without limiting the generality of the foregoing, (a) the Administrative Escrow Agent are ministerial in nature and Escrow Agent shall not be subject to incur any fiduciary liability whatsoever so long as it has acted in good faith except for willful misconduct or other implied duties, regardless gross negligence. Escrow Agent may consult with counsel of whether a Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02), and, (c) except as expressly set forth in the Loan Documents, the Administrative Agent shall not have any duty to discloseits choice, and shall not be liable for any action taken, suffered or omitted by it in accordance with the failure to disclose, any information relating to any Loan Party or any Subsidiary that is communicated to or obtained by the bank serving as Administrative Agent or any advice of its Affiliates in any capacitysuch counsel. The Administrative Escrow Agent shall not be liable for bound by any modification, amendment, termination, cancellation, rescission or supersession of this Agreement unless the same shall be in writing and signed by all of the other parties hereto and, if its duties as Escrow Agent hereunder are affected thereby, unless it shall have given its prior written consent thereto. In the event that the Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions, claims or demands from any party hereto which, in its opinion, conflict with any of the provisions of this Agreement, it shall be entitled to refrain from taking any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as and its sole obligation shall be necessary under to keep safely all property held in escrow until it shall be directed otherwise in writing by the circumstances as provided in Section 9.02) parties hereto or in the absence of its own gross negligence or willful misconduct as determined by a final nonappealable judgment or order of a court of competent jurisdiction. The Administrative Escrow Agent shall be deemed not to incur any liability for following the instructions herein contained or expressly provided for, or written instructions given by the parties hereto in accordance with the terms of this Agreement. Escrow Agent shall not have knowledge any responsibility for the genuineness or validity of any Default unless and until document or other item deposited with it or any liability for action in accordance with any written notice thereof is instructions or certificates given to the Administrative Agent it hereunder and believed by it to be signed by the Borrower or a Lender, and the Administrative proper parties. Escrow Agent shall not be responsible for or have any duty required to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document, (ii) the contents institute legal proceedings of any certificate, report kind and shall not be required to initiate or other document delivered hereunder or defend any legal proceedings which may be instituted against it in connection with any Loan Document, (iii) the performance or observance of any respect of the covenantssubject matter of these instructions. If it does elect to act, agreements it will do so only if it is indemnified to its satisfaction against the cost and expense of such defense or other terms or conditions set forth in any Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document, (v) the creation, perfection or priority of Liens on the Collateral or the existence of the Collateral, or (vi) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to the Administrative Agentinitiation.