Common use of Duties As Expressly Stated Clause in Contracts

Duties As Expressly Stated. The Agents shall not have any duties or obligations except those expressly set forth in this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, (a) the Agents shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Agents shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by this Agreement and the other Loan Documents that the Agents are required to exercise in writing by the Required Senior Lenders, and (c) except as expressly set forth herein and in the other Loan Documents, the Agents shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Credit Party or any of their respective Subsidiaries that is communicated to or obtained by Fleet or any of its Affiliates in any capacity. Each of the Agents shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Senior Lenders or, if provided herein, with the consent or at the request of the Required Revolving Credit or the Required Term Loan Lenders, or in the absence of its own gross negligence or willful misconduct. No Agent shall be deemed to have knowledge of any Default unless and until written notice thereof is given to such Agent by the Borrower or a Lender, and no Agent shall 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 the other Loan Documents, (ii) the contents of any certificate, report or other document delivered hereunder or under any of the other Loan Documents or in connection herewith of therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or in any other Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, the other Loan Documents or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article V or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent. The Administrative Agent shall not, except to the extent expressly instructed by the Required Senior Lenders with respect to collateral security under the Collateral Documents, be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document; provided, however, that the Administrative Agent shall not be required to take any action which exposes the Administrative Agent to personal liability or which is contrary to the Loan Documents or applicable law.

Duties As Expressly Stated. The Agents shall not have any duties or obligations except those expressly set forth in this Agreement and the other Loan Note Purchase Documents. Without limiting the generality of the foregoing, (a) the Agents shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Agents shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by this Agreement and the other Loan Note Purchase Documents that the Agents are required to exercise in writing by the Required Senior Lenders, and (c) except as expressly set forth herein and in the other Loan Note Purchase Documents, the Agents shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Credit Party or any of their respective Subsidiaries that is communicated to or obtained by Fleet or any of its Affiliates in any capacity. Each of the Agents shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Senior Lenders or, if provided herein, with the consent or at the request of the Required Revolving Credit or the Required Term Loan Lenders, or in the absence of its own gross negligence or willful misconduct. No Agent shall be deemed to have knowledge of any Default unless and until written notice thereof is given to such Agent by the Borrower or a LenderNoteholder, and no Agent shall 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 the other Loan Note Purchase Documents, (ii) the contents of any certificate, report or other document delivered hereunder or under any of the other Loan Note Purchase Documents or in connection herewith of therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or in any other Loan Note Purchase Document, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, the other Loan Note Purchase Documents or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article V or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent. The Administrative Agent shall not, except to the extent expressly instructed by the Required Senior Lenders with respect to collateral security under the Collateral Documents, be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Note Purchase Document; provided, however, that the Administrative Agent shall not be required to take any action which exposes the Administrative Agent to personal liability or which is contrary to the Loan Note Purchase Documents or applicable law.

Duties As Expressly Stated. The Agents Neither the Agent nor the Issuing Lender shall not have any duties or obligations except those expressly set forth in this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, (a) neither the Agents Agent nor the Issuing Lender shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) neither the Agents Agent nor the Issuing Lender shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by this Agreement and the other Loan Documents that the Agents are Agent or Issuing Lender is required to exercise in writing by the Required Senior Lenders, Lenders (or such other number or percentage of the Lenders as is required hereunder with respect to such action) and (c) except as expressly set forth herein and in the other Loan Documents, neither the Agents Agent nor the Issuing Lender shall not have any duty to disclose, and or shall not be liable for the failure to disclose, any information relating to any Credit Party or any of their respective Subsidiaries that is communicated to or obtained by Fleet the financial institution serving as the Agent or the Issuing Lender or any of its Affiliates in any capacity. Each of Neither the Agents Agent nor the Issuing Lender shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Senior Lenders or, if provided herein, with the consent (or at the request such other number or percentage of the Required Revolving Credit Lenders as is required hereunder with respect to such action) or all of the Required Term Loan LendersLenders if expressly required, or in the absence of its own gross negligence or willful misconduct. No Neither the Agent nor the Issuing Lender shall be deemed to have knowledge of any Default other than a Default of the types specified in Section 9.1 (a) unless and until written notice thereof is given to such the Agent or the Issuing Lender by the Borrower or a Lender, and no the Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in in, or in connection with with, this Agreement or the other Loan Documents, (ii) the contents of any certificate, report or other document delivered hereunder or under any of the other Loan Documents or in connection herewith of therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or in any other Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, the other Loan Documents or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article V 6 or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative AgentAgent or the Issuing Lender. The Administrative Neither the Agent shall notnor the Issuing Lender shall, except to the extent the Agent expressly instructed by the Required Senior Lenders with respect to collateral security hereunder and under the Collateral other Loan Documents, be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document; provided, however, that the Administrative Agent shall not be required to take any action which exposes the Administrative Agent to personal liability or which is contrary to the Loan Documents or applicable law.

Duties As Expressly Stated. The Agents Neither the Agent nor the Issuing Lender shall not have any duties or obligations except those expressly set forth in this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, (a) neither the Agents Agent nor the Issuing Lender shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) neither the Agents Agent nor the Issuing Lender shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by this Agreement and the other Loan Documents that the Agents are Agent or Issuing Lender is required to exercise in writing by the Required Senior LendersLenders (or such other number or percentage of the Lenders as is required hereunder with respect to such action), and (c) except as expressly set forth herein and in the other Loan Documents, neither the Agents Agent nor the Issuing Lender shall not have any duty to disclose, and or shall not be liable for the failure to disclose, any information relating to any Credit Party or any of their respective Subsidiaries that is communicated to or obtained by Fleet the financial institution serving as the Agent or the Issuing Lender or any of its Affiliates or Approved Funds in any capacity. Each of Neither the Agents Agent nor the Issuing Lender shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Senior Lenders or, if provided herein, with the consent (or at the request such other number or percentage of the Required Revolving Credit Lenders as is required hereunder with respect to such action) or all of the Required Term Loan LendersLenders if expressly required, or in the absence of its own gross negligence or willful misconduct. No Neither the Agent nor the Issuing Lender shall be deemed to have knowledge of any Default other than a Default of the types specified in Section 9.1(a) unless and until written notice thereof is given to such the Agent or the Issuing Lender by the Borrower or a Lender, and no the Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in in, or in connection with with, this Agreement or the other Loan Documents, (ii) the contents of any certificate, report or other document delivered hereunder or under any of the other Loan Documents or in connection herewith of therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or in any other Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, the other Loan Documents or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article V 6 or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative AgentAgent or the Issuing Lender. The Administrative Neither the Agent shall notnor the Issuing Lender shall, except to the extent the Agent expressly instructed by the Required Senior Lenders with respect to collateral security hereunder and under the Collateral other Loan Documents, be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document; providedPROVIDED, however, that the Administrative Agent shall not be required to take any action which exposes the Administrative Agent to personal liability or which is contrary to the Loan Documents or applicable law.

Duties As Expressly Stated. The Agents Neither the Administrative Agent, the Collateral Agent nor the Issuing Lender shall not have any duties or obligations except those expressly set forth in this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, (a) the Agents Administrative Agent, the Collateral Agent and the Issuing Lender shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Agents Administrative Agent, the Collateral Agent and the Issuing Lender shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by this Agreement and the other Loan Documents that the Agents are Administrative Agent, the Collateral Agent or the Issuing Lender, as the case may be, is required to exercise in writing by pursuant to a written direction from the Required Lenders, the Required Senior LendersLenders or the Majority Facility Lenders or, and in the case of the Collateral Agent, the Administrative Agent, as applicable (or such other number or percentage of the Lenders or Senior Lenders as is required hereunder or under any other Loan Document with respect to such action), (c) except as expressly set forth herein and in the other Loan Documents, the Agents Administrative Agent, the Collateral Agent and the Issuing Lender shall not have any duty to disclose, and or shall not be liable for the failure to disclose, any information relating to any Credit Party or any of their respective Subsidiaries that is communicated to or obtained by Fleet the financial institution serving as the Administrative Agent, the Collateral Agent or the Issuing Lender or any of its Affiliates or Approved Funds in any capacity. Each , and (d) the Collateral Agent shall have no obligation whatsoever to the Administrative Agent or any Lender or any other Person to investigate, confirm or assure that the Collateral exists or is owned by the Credit Parties or is cared for, protected or insured or has been encumbered, or that the Liens granted to the Collateral Agent under the Collateral Documents or otherwise have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner, or under any duty of care, disclosure or fidelity, or to continue exercising, any of the Agents rights, authorities and powers granted or available to the Collateral Agent in this Agreement or in any of the other Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its discretion, exercised in good faith, and that the Collateral Agent shall have no duty or liability whatsoever to the Administrative Agent or any Lender, except for any liability to the Administrative Agent or a Lender as a result of any action or inaction by the Collateral Agent that is determined to constitute gross negligence or willful misconduct pursuant to a final, non-appealable order of a court of competent jurisdiction. The Administrative Agent, the Collateral Agent and the Issuing Lender shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders, the Required Senior Lenders, the Majority Facility Lenders or, if provided herein, with in the consent or at the request case of the Required Revolving Credit Collateral Agent, the Administrative Agent, as applicable, (or such other number or percentage of the Lenders or the Required Term Senior Lenders as is required hereunder or under any other Loan LendersDocument with respect to such action) or all of the Lenders if expressly required, or in the absence of its own gross negligence or willful misconduct. No The Administrative Agent, the Collateral Agent and the Issuing Lender shall not be deemed to have knowledge of any Default unless and until written notice thereof is given to such the Administrative Agent, the Collateral Agent or the Issuing Lender by the Borrower or a Lender, and no each of the Administrative Agent and the Collateral Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in in, or in connection with with, this Agreement or the other Loan Documents, (ii) the contents of any certificate, report or other document delivered hereunder or under any of the other Loan Documents or in connection herewith of therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or in any other Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, the other Loan Documents or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article V 5 or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent, the Collateral Agent or the Issuing Lender or, in the case of the Collateral Agent, to inspect the properties, books or records of any Credit Party. The Administrative Agent, the Collateral Agent and the Issuing Lender shall not, except to the extent the Collateral Agent is expressly instructed by the Majority Facility Lenders (or the Required Senior Lenders Lenders, as the case may be) with respect to collateral security under the Collateral Senior Facilities Documents, be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document; provided, however, that the Administrative neither Agent shall not be required to take any action which exposes the Administrative such Agent to personal liability or which is contrary to the Loan Documents or applicable law.

Duties As Expressly Stated. The Agents Neither the Administrative Agent, the Collateral Trustee nor the Issuing Lender shall not have any duties or obligations except those expressly set forth in this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, (a) the Agents Administrative Agent, the Collateral Trustee and the Issuing Lender shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Agents Administrative Agent, the Collateral Trustee and the Issuing Lender shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by this Agreement and the other Loan Documents that the Agents are Administrative Agent, the Collateral Trustee or the Issuing Lender, as the case may be, is required to exercise pursuant to a written direction from the Required Lenders or, in writing the case of the Collateral Trustee, the Administrative Agent, as applicable (or such other number or percentage of the Secured Parties as required by the Required Senior LendersIntercreditor Agreement), and (c) except as expressly set forth herein and in the other Loan Documents, the Agents Administrative Agent, the Collateral Trustee and the Issuing Lender shall not have any duty to disclose, and or shall not be liable for the failure to disclose, any information relating to any Credit Party or any of their respective Subsidiaries that is communicated to or obtained by Fleet the financial institution serving as the Administrative Agent, the Collateral Trustee or the Issuing Lender or any of its Affiliates or Approved Funds in any capacity. Each , and (d) the Collateral Trustee shall have no obligation whatsoever to the Administrative Agent or any Lender or any other Person to investigate, confirm or assure that the Collateral exists or is owned by the Credit Parties or is cared for, protected or insured or has been encumbered, or that the Liens granted to the Collateral Trustee under the Collateral Agreements or otherwise have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner, or under any duty of care, disclosure or fidelity, or to continue exercising, any of the Agents rights, authorities and powers granted or available to the Collateral Trustee in this Agreement or in any of the other Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Trustee may act in any manner it may deem appropriate, in its discretion, exercised in good faith, and that the Collateral Trustee shall have no duty or liability whatsoever to the Administrative Agent or any Lender, except for any liability to the Administrative Agent or a Lender as a result of any action or inaction by the Collateral Trustee that is determined to constitute gross negligence or willful misconduct pursuant to a final, non-appealable order of a court of competent jurisdiction. The Administrative Agent, the Collateral Trustee and the Issuing Lender shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Senior Lenders Lenders, or, if provided herein, with in the consent or at the request case of the Required Revolving Credit Collateral Trustee, the Administrative Agent, as applicable (or such other number or percentage of the Required Term Loan LendersSecured Parties as required by the Intercreditor Agreement), or all of the Lenders if expressly required, or in the absence of its own gross negligence or willful misconduct. No Agent The Administrative Agent, the Collateral Trustee and the Issuing Lender shall not be deemed to have knowledge of any Default unless and until written notice thereof is given to such Agent the Administrative Agent, the Collateral Trustee or the Issuing Lender by the Borrower or a Lender, and no each of the Administrative Agent and the Collateral Trustee shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in in, or in connection with with, this Agreement or the other Loan Documents, (ii) the contents of any certificate, report or other document delivered hereunder or under any of the other Loan Documents or in connection herewith of therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or in any other Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, the other Loan Documents or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article V 5 or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent, the Collateral Trustee or the Issuing Lender or, in the case of the Collateral Trustee, to inspect the properties, books or records of any Credit Party. The Administrative Agent Agent, the Collateral Trustee and the Issuing Lender shall not, except to the extent the Collateral Trustee is expressly instructed by pursuant to the Required Senior Lenders Intercreditor Agreement with respect to collateral security under the Collateral Senior Facilities Documents, be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document; provided, however, that the Administrative neither Agent shall not be required to take any action which exposes the Administrative such Agent to personal liability or which is contrary to the Loan Documents or applicable law.

Duties As Expressly Stated. The Agents Neither the Administrative Agent nor the Collateral Agent shall not have any duties or obligations except those expressly set forth in this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, (a) the Agents Administrative Agent and the Collateral Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Agents Administrative Agent and the Collateral Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by this Agreement and the other Loan Documents that the Agents Administrative Agent and the Collateral Agent, as the case may be, are required to exercise in writing by pursuant to a written direction from the Required Lenders, the Required Senior Lenders, and the Majority Facility Lenders or, in the case of the Collateral Agent, the Administrative Agent, as applicable (or such other number or percentage of the Lenders or Senior Lenders as is required hereunder or under any other Loan Document with respect to such action), (c) except as expressly set forth herein and in the other Loan Documents, the Agents Administrative Agent and the Collateral Agent shall not have any duty to disclose, and or shall not be liable for the failure to disclose, any information relating to any Credit Party or any of their respective Subsidiaries that is communicated to or obtained by Fleet the financial institution serving as the Administrative Agent, the Collateral Agent or any of its Affiliates or Approved Funds in any capacity. Each , and (d) the Collateral Agent shall have no obligation whatsoever to the Administrative Agent or any Lender or any other Person to investigate, confirm or assure that the Collateral exists or is owned by the Credit Parties or is cared for, protected or insured or has been encumbered, or that the Liens granted to the Collateral Agent under the Collateral Documents or otherwise have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner, or under any duty of care, disclosure or fidelity, or to continue exercising, any of the Agents rights, authorities and powers granted or available to the Collateral Agent in this Agreement or in any of the other Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its discretion, exercised in good faith, and that the Collateral Agent shall have no duty or liability whatsoever to the Administrative Agent or any Lender, except for any liability to the Administrative Agent or a Lender as a result of any action or inaction by the Collateral Agent that is determined to constitute gross negligence or willful misconduct pursuant to a final, non-appealable order of a court of competent jurisdiction. The Administrative Agent and the Collateral 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, the Required Senior Lenders, the Majority Facility Lenders or, if provided herein, with in the consent or at the request case of the Required Revolving Credit Collateral Agent, the Administrative Agent, as applicable (or such other number or percentage of the Lenders or the Required Term Senior Lenders as is required hereunder or under any other Loan LendersDocument with respect to such action) or all of the Lenders if expressly required, or in the absence of its own gross negligence or willful misconduct. No The Administrative Agent and the Collateral Agent shall not be deemed to have knowledge of any Default unless and until written notice thereof is given to such the Administrative Agent or the Collateral Agent by the Borrower or a Lender, and no each of the Administrative Agent and the Collateral Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in in, or in connection with with, this Agreement or the other Loan Documents, (ii) the contents of any certificate, report or other document delivered hereunder or under any of the other Loan Documents or in connection herewith of therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or in any other Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, the other Loan Documents or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article V 5 or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent or the Collateral Agent or, in the case of the Collateral Agent, to inspect the properties, books or records of any Credit Party. The Administrative Agent and the Collateral Agent shall not, except to the extent the Collateral Agent expressly is instructed by the Majority Facility Lenders (or the Required Senior Lenders Lenders, as the case may be) with respect to collateral security under the Collateral Senior Facilities Documents, be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document; provided, however, that the Administrative neither Agent shall not be required to take any action which exposes the Administrative such Agent to personal liability or which is contrary to the Loan Documents or applicable law.

Duties As Expressly Stated. The Agents Neither the Administrative Agent nor the Issuing Lender shall not have any duties or obligations except those expressly set forth in this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, (a) neither the Agents Administrative Agent nor the Issuing Lender shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) neither the Agents Administrative Agent nor the Issuing Lender shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by this Agreement and the other Loan Documents that the Agents are Administrative Agent or Issuing Lender is required to exercise in writing by the Required Senior LendersLenders (or such other number or percentage of the Lenders as is required hereunder with respect to such action), and (c) except as expressly set forth herein and in the other Loan Documents, neither the Agents Administrative Agent nor the Issuing Lender shall not have any duty to disclose, and or shall not be liable for the failure to disclose, any information relating to any Credit Party or any of their respective Subsidiaries that is communicated to or obtained by Fleet the financial institution serving as the Administrative Agent or the Issuing Lender or any of its Affiliates or Approved Funds in any capacity. Each of Neither the Agents Administrative Agent nor the Issuing Lender shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Senior Lenders or, if provided herein, with the consent (or at the request such other number or percentage of the Required Revolving Credit Lenders as is required hereunder with respect to such action) or all of the Required Term Loan LendersLenders if expressly required, or in the absence of its own gross negligence or willful misconduct. No Neither the Administrative Agent nor the Issuing Lender shall be deemed to have knowledge of any Default unless and until written notice thereof is given to such the Administrative Agent or the Issuing Lender by the Borrower or a Lender, and no 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 in, or in connection with with, this Agreement or the other Loan Documents, (ii) the contents of any certificate, report or other document delivered hereunder or under any of the other Loan Documents or in connection herewith of therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or in any other Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, the other Loan Documents or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article V 5 or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative AgentAgent or the Issuing Lender. The Neither the Administrative Agent shall notnor the Issuing Lender shall, except to the extent the Administrative Agent expressly instructed by the Required Senior Lenders with respect to collateral security under the Collateral Documents, be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document; provided, however, that the Administrative Agent shall not be required to take any action which exposes the Administrative Agent to personal liability or which is contrary to the Loan Documents or applicable law.

Duties As Expressly Stated. The Agents Administrative Agent shall not have any duties or obligations except those expressly set forth in this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, (a) the Agents 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 Agents 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 this Agreement and the other Loan Documents that the Agents are Administrative Agent is required to exercise in writing by the Required Senior Lenders, and (c) except as expressly set forth herein and in the other Loan Documents, the Agents Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Credit Party or any of their respective Subsidiaries that is communicated to or obtained by Fleet or any of its Affiliates in any capacity. Each of the Agents 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 Senior Lenders or, if provided herein, with the consent or at the request of the Required Revolving Credit or the Required Term Loan Lenders, or in the absence of its own gross negligence or willful misconduct. No The Administrative Agent shall not be deemed to have knowledge of any Default unless and until written notice thereof is given to such the Administrative Agent by the Borrower or a Lender, and no 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 the other Loan Documents, (ii) the contents of any certificate, report or other document delivered hereunder or under any of the other Loan Documents or in connection herewith of therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions orconditions set forth herein or in any other Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, the other Loan Documents or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article V or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent. The Administrative Agent shall not, except to the extent expressly instructed by the Required Senior Lenders with respect to collateral security under the Collateral Documents, be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document; providedPROVIDED, howeverHOWEVER, that the Administrative Agent shall not be required to take any action which exposes the Administrative Agent to personal liability or which is contrary to the Loan Documents or applicable law.

Duties As Expressly Stated. The Agents Administrative Agent shall not have any duties or obligations except those expressly set forth in this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, (a) the Agents 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 Agents 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 this Agreement and the other Loan Documents that the Agents are Administrative Agent is required to exercise in writing by the Required Senior Revolving Credit Lenders, and (c) except as expressly set forth herein and in the other Loan Documents, the Agents Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Credit of the Borrower, any Guarantor or any Covenant Party or any of their respective Subsidiaries that is communicated to or obtained by Fleet BankBoston or any of its Affiliates in any capacitycapacity other than as the Administrative Agent. Each of the Agents 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 Senior Revolving Credit Lenders or, if provided herein, with the consent or at the request of the Required Revolving Credit or the Required Term Loan Lenders, or in the absence of its own gross negligence or willful misconduct. No The Administrative Agent shall not be deemed to have knowledge of any Default unless and until written notice thereof is given to such the Administrative Agent by the Borrower or a Lender, and no 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 the other Loan Documents, (ii) the contents of any certificate, report or other document delivered hereunder or under any of the other Loan Documents or in connection herewith of therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or in any other Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, the other Loan Documents or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article V or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent. The Administrative Agent shall not, except to the extent expressly instructed by the Required Senior Lenders with respect to collateral security under the Collateral Documents, be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document; provided, however, that the Administrative Agent shall not be required to take any action which exposes the Administrative Agent to personal liability or which is contrary to the Loan Documents or applicable law.or

Duties As Expressly Stated. The Agents Agent shall not have any duties no duty or obligations obligation except those expressly set forth in this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, (a) the Agents Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Agents Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by this Agreement and the other Loan Documents that the Agents are Agent is required to exercise in writing by the Required Senior LendersLenders (or such other number or percentage of the Lenders as is required hereunder with respect to such action), and (c) except as expressly set forth herein and in the other Loan Documents, the Agents Agent shall not have any duty to disclose, and or shall not be liable for the failure to disclose, any information relating to any Credit Party or any of their respective Subsidiaries that is communicated to or obtained by Fleet the Person serving as the Agent or any of its Affiliates or Approved Funds in any capacity. Each of the Agents The Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Senior Lenders or, if provided herein, with the consent (or at the request such other number or percentage of the Required Revolving Credit Lenders as is required hereunder with respect to such action) or all of the Required Term Loan LendersLenders if expressly required, or in the absence of its own gross negligence or willful misconduct. No The Agent shall not be deemed to have knowledge of any Default other than a Default of the types specified in Section 8.1(a) unless and until written notice thereof is given to such the Agent by the Borrower Borrowers or a Lender, and no the Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in in, or in connection with with, this Agreement or the other Loan Documents, (ii) the contents of any certificate, report or other document delivered hereunder or under any of the other Loan Documents or in connection herewith of therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or in any other Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, the other Loan Documents or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article V 5 or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent. The Administrative Agent shall not, except to the extent the Agent expressly instructed by the Required Senior Lenders with respect to collateral security hereunder and under the Collateral other Loan Documents, be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document; provided, however, that the Administrative Agent shall not be required to take any action which exposes the Administrative Agent to personal liability or which is contrary to the Loan Documents or applicable law.

Duties As Expressly Stated. The Agents Holders' Agent shall not have any -------------------------- duties or obligations except those expressly set forth in this Agreement and the other Loan DocumentsAgreement. Without limiting the generality of the foregoing, (a) the Agents shall not be subject to any fiduciary or other implied duties, foregoing and regardless of whether a an Event of Default has shall have occurred and is be continuing, (b) the Agents Holders' Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by this Agreement and the other Loan Documents that the Agents are Holders' Agent is required to exercise in writing by upon the Required Senior Lenders, and (c) except as expressly set forth herein and in the other Loan Documents, the Agents shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Credit Party or any of their respective Subsidiaries that is communicated to or obtained by Fleet or any of its Affiliates in any capacity. Each direction of the Agents Holders of at least a majority of the outstanding principal amount of the Senior Discount Notes (or such other number or percentage of the Holders as is required hereunder with respect to such action). The Holders' Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Senior Lenders or, if provided herein, with the consent or Holders of at the request least a majority of the Required Revolving Credit outstanding principal amount of the Senior Discount Notes (or such other number or percentage of the Required Term Loan Lendersoutstanding principal amount as is required hereunder with respect to such action) or all of the Holders if expressly required, or in the absence of its own gross negligence or willful misconduct. No Agent shall be deemed to have knowledge of any Default unless and until written notice thereof is given to such Agent by the Borrower or a Lender, and no Agent shall 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 the other Loan Documents, (ii) the contents of any certificate, report or other document delivered hereunder or under any of the other Loan Documents or in connection herewith of therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or in any other Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, the other Loan Documents or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article V or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent. The Administrative Holders' Agent shall not, except to the extent expressly instructed by the Required Senior Lenders with respect to collateral security under Holders of at least a majority of the Collateral Documentsoutstanding principal amount of the Notes, be required to initiate or conduct any litigation or collection proceedings hereunder proceedings, or under take any other Loan Document; providedaction with respect to any collateral pledged as security for the Senior Discount Notes, howeverand, that in no event, shall the Administrative Holders' Agent shall not be required to take any action which exposes the Administrative Holders' Agent to personal liability or which is contrary to the Loan Documents this Agreement or applicable law.

Duties As Expressly Stated. The Agents Administrative Agent shall not have any duties or obligations except those expressly set forth in this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, (a) the Agents 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 Agents 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 this Agreement and the other Loan Documents that the Agents Administrative Agent are required to exercise in writing by the Required Senior Lenders, and (c) except as expressly set forth herein and in the other Loan Documents, the Agents Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Credit Party or any of their respective Subsidiaries that is communicated to or obtained by Fleet Wilmington Trust FSB or any of its Affiliates in any capacity. Each of the Agents 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 Senior Lenders or, if provided herein, with the consent or at the request of the Required Revolving Credit or the Required Term Loan Lenders, or in the absence of its own gross negligence or willful misconduct. No The Administrative Agent shall not be deemed to have knowledge of any Default unless and until written notice thereof is given to such the Administrative Agent by the Borrower or a Lender, and no 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 the other Loan Documents, (ii) the contents of any certificate, report or other document delivered hereunder or under any of the other Loan Documents or in connection herewith of therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or in any other Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, the other Loan Documents or any other agreement, instrument or document, (v) the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any Lien or security interest created or purported to be created under or in connection with, any Loan Document or any other instrument or document furnished pursuant thereto, or (vvi) the satisfaction of any condition set forth in Article V or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent. The Administrative Agent shall not, except to the extent expressly instructed by the Required Senior Lenders with respect to collateral security under the Collateral Documents, be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document; provided, however, that the Administrative Agent shall not be required to take any action which exposes the Administrative Agent to personal liability or which is contrary to the Loan Documents or applicable law.

Duties As Expressly Stated. The Agents Neither the Administrative Agent nor the Issuing Lender shall not have any duties or obligations except those expressly set forth in this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, (a) neither the Agents 1117 Administrative Agent nor the Issuing Lender shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) neither the Agents Administrative Agent nor the Issuing Lender shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by this Agreement and the other Loan Documents that the Agents are Administrative Agent or Issuing Lender is required to exercise in writing by the Required Senior LendersLenders (or such other number or percentage of the Lenders as is required hereunder with respect to such action), and (c) except as expressly set forth herein and in the other Loan Documents, neither the Agents Administrative Agent nor the Issuing Lender shall not have any duty to disclose, and or shall not be liable for the failure to disclose, any information relating to any Credit Party or any of their respective Subsidiaries that is communicated to or obtained by Fleet the financial institution serving as the Administrative Agent or the Issuing Lender or any of its Affiliates or Approved Funds in any capacity. Each of Neither the Agents Administrative Agent nor the Issuing Lender shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Senior Lenders or, if provided herein, with the consent (or at the request such other number or percentage of the Required Revolving Credit Lenders as is required hereunder with respect to such action) or all of the Required Term Loan LendersLenders if expressly required, or in the absence of its own gross negligence or willful misconduct. No Neither the Administrative Agent nor the Issuing Lender shall be deemed to have knowledge of any Default unless and until written notice thereof is given to such the Administrative Agent or the Issuing Lender by the Borrower or a Lender, and no 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 in, or in connection with with, this Agreement or the other Loan Documents, (ii) the contents of any certificate, report or other document delivered hereunder or under any of the other Loan Documents or in connection herewith of therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or in any other Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, the other Loan Documents or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article V 5 or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative AgentAgent or the Issuing Lender. The Neither the Administrative Agent shall notnor the Issuing Lender shall, except to the extent the Administrative Agent expressly instructed by the Required Senior Lenders with respect to collateral security under the Collateral Documents, be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document; provided, however, that the Administrative Agent shall not be required to take any action which exposes the Administrative Agent to personal liability or which is contrary to the Loan Documents or applicable law.

Duties As Expressly Stated. The Agents Administrative Agent shall not have any duties or obligations except those expressly set forth in this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, (a) the Agents 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 Agents 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 this Agreement and the other Loan Documents that the Agents are Administrative Agent is required to exercise in writing by the Required Senior Revolving Credit Lenders, and (c) except as expressly set forth herein and in the other Loan Documents, the Agents Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Credit Party or any of their respective Subsidiaries that is communicated to or obtained by Fleet BankBoston or any of its Affiliates in any capacity. Each of the Agents 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 Senior Revolving Credit Lenders or, if provided herein, with the consent or at the request of the Required Revolving Credit or the Required Term Loan Lenders, or in the absence of its own gross negligence or willful wilful misconduct. No The Administrative Agent shall not be deemed to have knowledge of any Default unless and until written notice thereof is given to such the Administrative Agent by the Borrower Borrowers or a Lender, and no 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 the other Loan Documents, (ii) the contents of any certificate, report or other document delivered hereunder or under any of the other Loan Documents or in connection herewith of therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or in any other Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, the other Loan Documents or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article V or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent. The Administrative Agent shall not, except to the extent expressly instructed by the Required Senior Lenders with respect to collateral security under the Collateral Documents, be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document; provided, however, that the Administrative Agent shall not be required to take any action which exposes the Administrative Agent to personal liability or which is contrary to the Loan Documents or applicable law.

Duties As Expressly Stated. The Agents Administrative Agent shall not have any duties or obligations except those expressly set forth in this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, (a) the Agents 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 Agents 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 this Agreement and the other Loan Documents that the Agents are Administrative Agent is required to exercise in writing by the Required Senior LendersLenders (or such other number or percentage of the Lenders as is required hereunder with respect to such action), and (c) except as expressly set forth herein and in the other Loan Documents, the Agents Administrative Agent shall not have any duty to disclose, and or shall not be liable for the failure to disclose, any information relating to any Credit Party or any of their respective Subsidiaries that is communicated to or obtained by Fleet the financial institution serving as the Administrative Agent or any of its Affiliates or Approved Funds in any capacity. Each of the Agents 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 Senior Lenders or, if provided herein, with the consent (or at the request such other number or percentage of the Required Revolving Credit Lenders as is required hereunder with respect to such action) or all of the Required Term Loan LendersLenders if expressly required, or in the absence of its own gross negligence or willful misconduct. No The Administrative Agent shall not be deemed to have knowledge of any Default other than a Default of the types specified in Section 11.1(a) unless and until written notice thereof is given to such the Administrative Agent by the Borrower Parent or a Lender, and no 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 in, or in connection with with, this Agreement or the other Loan Documents, (ii) the contents of any certificate, report or other document delivered hereunder or under any of the other Loan Documents or in connection herewith of therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or in any other Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, the other Loan Documents or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article V 6 or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent. The Administrative Agent shall not, except to the extent the Administrative Agent expressly instructed by the Required Senior Lenders with respect to collateral security hereunder and under the Collateral other Loan Documents, be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document; provided, however, that the Administrative Agent shall not be required to take any action which exposes the Administrative Agent to personal liability or which is contrary to the Loan Documents or applicable law.

Duties As Expressly Stated. The Agents Agent shall not have any duties or obligations except those expressly set forth in this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, (a) the Agents Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Agents Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by this Agreement and the other Loan Documents that the Agents are Agent is required to exercise in writing by the Required Senior LendersLenders (or such other number or percentage of the Lenders as is required hereunder with respect to such action), and (c) except as expressly set forth herein and in the other Loan Documents, the Agents Agent shall not have any no duty to disclose, and or shall not be liable for the failure to disclose, any information relating to any Credit Party or any of their respective Subsidiaries that is communicated to or obtained by Fleet the financial institution serving as the Agent or any of its Affiliates or Approved Funds in any capacity. Each of the Agents The Agent shall not shall be liable for any action taken or not taken by it with the consent or at the request of the Required Senior Lenders or, if provided herein, with the consent (or at the request such other number or percentage of the Required Revolving Credit Lenders as is required hereunder with respect to such action) or all of the Required Term Loan LendersLenders if expressly required, or in the absence of its own gross negligence negligence, willful misconduct or willful misconductbad faith. No The Agent shall be deemed to have no knowledge of any Default other than a Default of the types specified in Section 8.1(a) unless and until written notice thereof is given to such the Agent by the Borrower or a Lender, and no the Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in in, or in connection with with, this Agreement or the other Loan Documents, (ii) the contents of any certificate, report or other document delivered hereunder or under any of the other Loan Documents or in connection herewith of therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or in any other Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, the other Loan Documents or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article V 5 or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent. The Administrative Agent shall not, except to the extent the Agent expressly instructed by the Required Senior Lenders with respect to collateral security hereunder and under the Collateral other Loan Documents, be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document; provided, however, that the Administrative Agent shall not be required to take any action which exposes the Administrative Agent to personal liability or which is contrary to the Loan Documents or applicable law.

Duties As Expressly Stated. The Agents Agent shall not have any duties or obligations except those expressly set forth in this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, (a) the Agents Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Agents Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by this Agreement and the other Loan Documents that the Agents are Agent is required to exercise in writing by the Required Senior Lenders, and (c) except as expressly set forth herein and in the other Loan Documents, the Agents Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Credit Party or any of their respective Subsidiaries that is communicated to or obtained by Fleet or any of its Affiliates in any capacity. Each of the Agents The Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Senior Lenders or, if provided herein, with the consent or at the request of the Required Revolving Credit or the Required Term Loan Lenders, or in the absence of its own gross negligence or willful wilful misconduct. No The Agent shall not be deemed to have knowledge of any Default unless and until written notice thereof is given to such the Agent by the Borrower or a Lender, and no the 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 the other Loan Documents, (ii) the contents of any certificate, report or other document delivered hereunder or under any of the other Loan Documents or in connection herewith of therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or in any other Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, the other Loan Documents or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article V or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent. The Administrative Agent shall not, except to the extent expressly instructed by the Required Senior Lenders with respect to collateral security under the Collateral Documents, be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document; providedPROVIDED, howeverHOWEVER, that the Administrative Agent shall not be required to take any action which exposes the Administrative Agent to personal liability or which is contrary to the Loan Documents or applicable law.

Duties As Expressly Stated. The Agents Neither the Agent nor the Issuing Lender shall not have any duties or obligations except those expressly set forth in this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, (a) neither the Agents Agent nor the Issuing Lender shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) neither the Agents Agent nor the Issuing Lender shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by this Agreement and the other Loan Documents that the Agents are Agent or Issuing Lender is required to exercise in writing by the Required Senior LendersLenders (or such other number or percentage of the Lenders as is required hereunder with respect to such action), and (c) except as expressly set forth herein and in the other Loan Documents, neither the Agents Agent nor the Issuing Lender shall not have any duty to disclose, and or shall not be liable for the failure to disclose, any information relating to any Credit Party or any of their respective Subsidiaries that is communicated to or obtained by Fleet the financial institution serving as the Agent or the Issuing Lender or any of its Affiliates or Approved Funds in any capacity. Each of Neither the Agents Agent nor the Issuing Lender shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Senior Lenders or, if provided herein, with the consent (or at the request such other number or percentage of the Required Revolving Credit Lenders as is required hereunder with respect to such action) or all of the Required Term Loan LendersLenders if expressly required, or in the absence of its own gross negligence or willful misconduct. No Neither the Agent nor the Issuing Lender shall be deemed to have knowledge of any Default other than a Default of the types specified in Section 9.1(a) unless and until written notice thereof is given to such the Agent or the Issuing Lender by the Borrower Borrowers or a Lender, and no 73 the Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in in, or in connection with with, this Agreement or the other Loan Documents, (ii) the contents of any certificate, report or other document delivered hereunder or under any of the other Loan Documents or in connection herewith of therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or in any other Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, the other Loan Documents or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article V 6 or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative AgentAgent or the Issuing Lender. The Administrative Neither the Agent shall notnor the Issuing Lender shall, except to the extent the Agent expressly instructed by the Required Senior Lenders with respect to collateral security under enforcement of the Collateral DocumentsObligations or collection or realization upon the Collateral, be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document; providedPROVIDED, howeverHOWEVER, that the Administrative Agent shall not be required to take any action which exposes the Administrative Agent to personal liability or which is contrary to the Loan Documents or applicable law.

Duties As Expressly Stated. The Agents Agent shall not have any duties or obligations except those expressly set forth in this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, (a) the Agents Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Agents Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by this Agreement and the other Loan Documents that the Agents are Agent is required to exercise in writing by the Required Senior LendersLenders (or such other number or percentage of the Lenders as is required hereunder with respect to such action), and (c) except as expressly set forth herein and in the other Loan Documents, the Agents Agent shall not have any duty to disclose, and or shall not be liable for the failure to disclose, any information relating to any Credit Party or any of their respective Subsidiaries that is communicated to or obtained by Fleet the financial institution serving as the Agent or any of its Affiliates or Approved Funds in any capacity. Each of the Agents The Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Senior Lenders or, if provided herein, with the consent (or at the request such other number or percentage of the Required Revolving Credit Lenders as is required hereunder with respect to such action) or all of the Required Term Loan LendersLenders if expressly required, or in the absence of its own gross negligence or willful misconduct. No The Agent shall not be deemed to have knowledge of any Default other than a Default of the types specified in Section 9.1(a) unless and until written notice thereof is given to such the Agent by the Borrower or a Lender, and no the Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in in, or in connection with with, this Agreement or the other Loan Documents, (ii) the contents of any certificate, report or other document delivered hereunder or under any of the other Loan Documents or in connection herewith of therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or in any other Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, the other Loan Documents or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article V 6 or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent. The Administrative Agent shall not, except to the extent the Agent is expressly instructed by the Required Senior Lenders with respect to collateral security under enforcement of the Collateral DocumentsObligations or collection or realization upon the Collateral, be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document; providedPROVIDED, howeverHOWEVER, that the Administrative Agent shall not be required to take any action which exposes the Administrative Agent to personal liability or which is contrary to the Loan Documents or applicable law.

Duties As Expressly Stated. The Agents shall not have any duties or obligations except those expressly set forth in this Agreement and the other Loan Note Documents. Without limiting the generality of the foregoing, (a) the Agents shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Agents shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by this Agreement and the other Loan Note Documents that the Agents are required to exercise in writing by the Required Senior LendersPurchasers, and (c) except as expressly set forth herein and in the other Loan Note Documents, the Agents shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Credit Party or any of their respective Subsidiaries that is communicated to or obtained by Fleet New York Life Investment Management LLC or any of its Affiliates in any capacity. Each of the Agents shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Senior Lenders Purchasers or, if provided herein, with the consent or at the request of the Required Revolving Credit or the Required Term Loan LendersPurchasers, or in the absence of its own gross negligence or willful misconduct. No Agent shall be deemed to have knowledge of any Default unless and until written notice thereof is given to such Agent by the Borrower or a LenderPurchaser, and no Agent shall 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 the other Loan Note Documents, (ii) the contents of any certificate, report or other document delivered hereunder or under any of the other Loan Note Documents or in connection herewith of therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or in any other Loan Note Document, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, the other Loan Note Documents or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article V or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent. The Administrative Agent shall not, except to the extent expressly instructed by the Required Senior Lenders Purchasers with respect to collateral security under the Collateral Documents, be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Note Document; provided, however, that the Administrative Agent shall not be required to take any action which exposes the Administrative Agent to personal liability or which is contrary to the Loan Note Documents or applicable law.

Duties As Expressly Stated. The Agents Administrative Agent shall not have any duties or obligations except those expressly set forth in this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, (a) the Agents 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 Agents 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 this Agreement and the other Loan Documents that the Agents are Administrative Agent is required to exercise in writing by the Required Senior Revolving Credit Lenders, and (c) except as expressly set forth herein and in the other Loan Documents, the Agents Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Credit Party or any of their respective its Subsidiaries that is communicated to or obtained by Fleet or any of its Affiliates in any capacity. Each of the Agents 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 Senior Lenders or, if provided herein, with the consent or at the request of the Required Revolving Credit or the Required Term Loan Lenders, or in the absence of its own gross negligence or willful wilful misconduct. No The Administrative Agent shall not be deemed to have knowledge of any Default unless and until written notice thereof is given to such the Administrative Agent by the Borrower or a Lender, and no 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 the other Loan Documents, (ii) the contents of any certificate, report or other document delivered hereunder or under any of the other Loan Documents or in connection herewith of or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or in any other Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, the other Loan Documents or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article V or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent. The Administrative Agent shall not, except to the extent expressly instructed by the Required Senior Revolving Credit Lenders with respect to collateral security under the Collateral Documents, be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document; provided, however, that the Administrative Agent shall not be required to take any action which exposes the Administrative Agent to personal liability or which is contrary to the Loan Documents or applicable law.

Duties As Expressly Stated. The Agents Neither the Agent nor the Issuing Bank shall not have any duties or obligations except those expressly set forth in this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, (a) neither the Agents Agent nor the Issuing Bank shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) neither the Agents Agent nor the Issuing Bank shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by this Agreement and the other Loan Documents that the Agents are Agent or Issuing Bank is required to exercise in writing by the Required Senior LendersLenders (or such other number or percentage of the Lenders as is required hereunder with respect to such action), and (c) except as expressly set forth herein and in the other Loan Documents, neither the Agents Agent nor the Issuing Bank shall not have any duty to disclose, and or shall not be liable for the failure to disclose, any information relating to any Credit Party or any of their respective Subsidiaries Affiliates that is communicated to or obtained by Fleet the financial institution serving as the Agent or the Issuing Bank or any of its Affiliates or Approved Funds in any capacity. Each of Neither the Agents Agent nor the Issuing Bank shall not be liable for any action taken or not taken by it (x) with the consent or at the request of the Required Senior Lenders or, if provided herein, with the consent (or at the request such other number or percentage of the Required Revolving Credit Lenders as is required hereunder with respect to such action) or all of the Required Term Loan LendersLenders if expressly required, or (y) in the absence of its own gross negligence or willful misconduct. No Neither the Agent nor the Issuing Bank shall be deemed to have knowledge of any Default other than a Default of the types specified in Section 9.1(a) unless and until written notice thereof is given to such the Agent or the Issuing Bank by the Borrower or a Lender, and no the Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in in, or in connection with with, this Agreement or the other Loan Documents, (ii) the contents of any certificate, report or other document delivered hereunder or under any of the other Loan Documents or in connection herewith of therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or in any other Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, the other Loan Documents or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article V 6 or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative AgentAgent or the Issuing Bank. The Administrative Neither the Agent shall notnor the Issuing Bank shall, except to the extent the Agent is expressly instructed by the Required Senior Lenders with respect to collateral security hereunder and under the Collateral other Loan Documents, be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document; provided, however, that the Administrative Agent shall not be required to take any action which exposes the Administrative Agent to personal liability or which is contrary to the Loan Documents or applicable law.