Common use of Duties of Administrative Agent; Exculpatory Provisions Clause in Contracts

Duties of Administrative Agent; Exculpatory Provisions. No Agent shall have any duties or obligations except those expressly set forth in the Loan Documents. Without limiting the generality of the foregoing, (a) no Agent shall be subject to any fiduciary or other implied duties, regardless of whether a Default or Event of Default has occurred and is continuing, (b) no Agent shall have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby that such Agent is instructed in writing to exercise by the Majority Facility Lenders or the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 10.01), and (c) except as expressly set forth in the Loan Documents, no Agent shall have any duty to disclose, nor shall it be liable for the failure to disclose, any information relating to the Company or any of the Subsidiaries that is communicated to or obtained by the bank serving as Administrative Agent and/or Collateral Agent or any of its Affiliates in any capacity. As among the Agents and the Lenders, no Agent shall be liable to any of the Lenders 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 10.01) or in the absence of its own gross negligence or willful misconduct. No Agent shall be deemed to have knowledge of any Default or Event of Default unless and until written notice thereof is given to such Agent by the Company 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 any Loan Document, (ii) the contents of any certificate, report or other document delivered thereunder or in connection therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article 5 or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to such Agent. Each Agent shall be entitled to rely upon, and shall not incur any liability to the Lenders for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper Person. Each Agent may also rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability to the Lenders for relying thereon. Each Agent may consult with legal counsel (who may be counsel for the Company), independent accountants and other experts selected by it, and shall not be liable to the Lenders for any action taken or not taken in good faith by it in accordance with the advice of any such counsel, accountants or experts.

Duties of Administrative Agent; Exculpatory Provisions. No (a) The Administrative Agent’s duties hereunder and under the other Loan Documents are solely ministerial and administrative in nature, and the Administrative Agent shall not have any duties or obligations except those expressly set forth herein or in the any other Loan DocumentsDocument. Without limiting the generality of the foregoing, the Administrative Agent (ai) no 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, (bii) no Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby that such Agent is instructed in writing to exercise by the Majority Facility Lenders or the Required Lenders (or such other number or percentage of the Lenders as but shall be necessary under the circumstances as provided in Section 10.01), required to act or refrain from acting (and (c) except as expressly set forth in the Loan Documents, no Agent shall have any duty to disclose, nor shall it be liable for the failure to disclose, any information relating to the Company or any of the Subsidiaries that is communicated to or obtained by the bank serving as Administrative Agent and/or Collateral Agent or any of its Affiliates in any capacity. As among the Agents and the Lenders, no Agent shall be liable to any of fully protected in so acting or refraining from acting) upon the Lenders for any action taken or not taken by it with the consent or at the request written direction of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as expressly provided in Section 10.01) for herein or in any other Loan Document); provided that the absence Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its own gross negligence counsel, may expose the Administrative Agent or willful misconduct. No Agent shall any of its Affiliates to liability or that is contrary to any Loan Document or applicable law, including for the avoidance of doubt, any action that may be deemed to have knowledge 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 Default or Event of Default unless Debtor Relief Law and until written notice thereof is given to such Agent by (iii) shall not, except as expressly set forth herein and in the Company or a Lenderother Loan Documents, 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 any Loan Document, (ii) the contents of any certificate, report or other document delivered thereunder or in connection therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article 5 or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to such Agent. Each Agent shall be entitled to rely upon, and shall not incur any liability to the Lenders for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper Person. Each Agent may also rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability to the Lenders for relying thereon. Each Agent may consult with legal counsel (who may be counsel for the Company), independent accountants and other experts selected by itdisclose, and shall not be liable for the failure to disclose, any information relating to any Loan Party or any of its Affiliates that is communicated to or obtained by the Lenders for Person serving as the Administrative Agent or any action taken or not taken of its Affiliates in good faith by it in accordance with the advice of any such counsel, accountants or expertscapacity.

Duties of Administrative Agent; Exculpatory Provisions. No (a) The Administrative Agent’s duties hereunder and under the other Loan Documents are solely ministerial and administrative in nature and the Administrative Agent shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents. Without limiting the generality of the foregoing, (a) no the Administrative Agent shall not be subject to any fiduciary or other implied dutiesduty, regardless of whether or not a Default or Event of Default has occurred or is continuing and is continuing, (b) no Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby that such Agent is instructed in writing to exercise by the Majority Facility Lenders or the Required Lenders (or such other number or percentage of the Lenders as but shall be necessary under the circumstances as provided in Section 10.01), required to act or refrain from acting (and (c) except as expressly set forth in the Loan Documents, no Agent shall have any duty to disclose, nor shall it be liable for the failure to disclose, any information relating to the Company or any of the Subsidiaries that is communicated to or obtained by the bank serving as Administrative Agent and/or Collateral Agent or any of its Affiliates in any capacity. As among the Agents and the Lenders, no Agent shall be liable to any of fully protected in so acting or refraining from acting) upon the Lenders for any action taken or not taken by it with the consent or at the request written direction of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as expressly provided in Section 10.01) for herein or in the absence other Loan Documents), provided that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its own gross negligence counsel, may expose the Administrative Agent or willful misconductany of its Affiliates to liability or that is contrary to any Loan Document or applicable law. No The Administrative Agent shall be deemed to have knowledge of any Default or Event of Default unless not, except as expressly set forth herein and until written notice thereof is given to such Agent by in the Company or a Lenderother Loan Documents, 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 any Loan Document, (ii) the contents of any certificate, report or other document delivered thereunder or in connection therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article 5 or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to such Agent. Each Agent shall be entitled to rely upon, and shall not incur any liability to the Lenders for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper Person. Each Agent may also rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability to the Lenders for relying thereon. Each Agent may consult with legal counsel (who may be counsel for the Company), independent accountants and other experts selected by itdisclose, and shall not be liable for the failure to disclose, any information relating to the Lenders for Borrower or any action taken of its Affiliates that is communicated to or not taken obtained by the Person serving as Administrative Agent or any of its Affiliates in good faith by it in accordance with the advice of any such counsel, accountants or expertscapacity.

Duties of Administrative Agent; Exculpatory Provisions. No (a) The Administrative Agent’s duties hereunder and under the other Loan Documents are solely ministerial and administrative in nature and the Administrative Agent shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents. Without limiting the generality of the foregoing, (a) no the Administrative Agent shall not be subject to any fiduciary or other implied dutiesduty, regardless of whether or not a Default or Event of Default has occurred or is continuing and is continuing, (b) no Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby that such Agent is instructed in writing to exercise by the Majority Facility Lenders or the Required Lenders (or such other number or percentage of the Lenders as but shall be necessary under the circumstances as provided in Section 10.01), required to act or refrain from acting (and (c) except as expressly set forth in the Loan Documents, no Agent shall have any duty to disclose, nor shall it be liable for the failure to disclose, any information relating to the Company or any of the Subsidiaries that is communicated to or obtained by the bank serving as Administrative Agent and/or Collateral Agent or any of its Affiliates in any capacity. As among the Agents and the Lenders, no Agent shall be liable to any of fully protected in so acting or refraining from acting) upon the Lenders for any action taken or not taken by it with the consent or at the request written direction of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as expressly provided in Section 10.01) for herein or in the absence other Loan Documents), provided that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its own gross negligence counsel, may expose the Administrative Agent or willful misconductany of its Affiliates to liability or that is contrary to any Loan Document or applicable law. No The Administrative Agent shall be deemed to have knowledge of any Default or Event of Default unless not, except as expressly set forth herein and until written notice thereof is given to such Agent by in the Company or a Lenderother Loan Documents, 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 any Loan Document, (ii) the contents of any certificate, report or other document delivered thereunder or in connection therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article 5 or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to such Agent. Each Agent shall be entitled to rely upon, and shall not incur any liability to the Lenders for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper Person. Each Agent may also rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability to the Lenders for relying thereon. Each Agent may consult with legal counsel (who may be counsel for the Company), independent accountants and other experts selected by itdisclose, and shall not be liable for the failure to disclose, any information relating to Borrower or any of its Affiliates that is communicated to or obtained by the Lenders for Person serving as Administrative Agent or any action taken or not taken of its Affiliates in good faith by it in accordance with the advice of any such counsel, accountants or expertscapacity.

Duties of Administrative Agent; Exculpatory Provisions. No (d) The Administrative Agent’s duties hereunder and under the other Loan Documents are solely ministerial and administrative in nature and the Administrative Agent shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents. Without limiting the generality of the foregoing, (a) no the Administrative Agent shall not be subject to any fiduciary or other implied dutiesduty, regardless of whether or not a Default or Event of Default has occurred or is continuing and is continuing, (b) no Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby that such Agent is instructed in writing to exercise by the Majority Facility Lenders or the Required Lenders (or such other number or percentage of the Lenders as but shall be necessary under the circumstances as provided in Section 10.01), required to act or refrain from acting (and (c) except as expressly set forth in the Loan Documents, no Agent shall have any duty to disclose, nor shall it be liable for the failure to disclose, any information relating to the Company or any of the Subsidiaries that is communicated to or obtained by the bank serving as Administrative Agent and/or Collateral Agent or any of its Affiliates in any capacity. As among the Agents and the Lenders, no Agent shall be liable to any of fully protected in so acting or refraining from acting) upon the Lenders for any action taken or not taken by it with the consent or at the request written direction of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as expressly provided in Section 10.01) for herein or in the absence other Loan Documents), provided that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its own gross negligence counsel, may expose the Administrative Agent or willful misconduct. No Agent shall be deemed to have knowledge of any Default or Event of Default unless and until written notice thereof is given to such Agent by the Company 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 any Loan Document, (ii) the contents of any certificate, report or other document delivered thereunder or in connection therewith, (iii) the performance or observance of any of the covenants, agreements its Affiliates to liability or other terms or conditions set forth in any Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of that is contrary to any Loan Document or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article 5 or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to such Agent. Each Agent shall be entitled to rely upon, and shall not incur any liability to the Lenders for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper Person. Each Agent may also rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability to the Lenders for relying thereon. Each Agent may consult with legal counsel (who may be counsel for the Company), independent accountants and other experts selected by it, and shall not be liable to the Lenders for any action taken or not taken in good faith by it in accordance with the advice of any such counsel, accountants or expertsapplicable law.

Duties of Administrative Agent; Exculpatory Provisions. No (a) The Administrative Agent’s duties hereunder and under the other Loan Documents are solely ministerial and administrative in nature, and the Administrative Agent shall not have any duties or obligations except those expressly set forth herein or in the any other Loan DocumentsDocument. Without limiting the generality of the foregoing, the Administrative Agent (ai) no 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, (bii) no Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby that such Agent is instructed in writing to exercise by the Majority Facility Lenders or the Required Lenders (or such other number or percentage of the Lenders as but shall be necessary under the circumstances as provided in Section 10.01), required to act or refrain from acting (and (c) except as expressly set forth in the Loan Documents, no Agent shall have any duty to disclose, nor shall it be liable for the failure to disclose, any information relating to the Company or any of the Subsidiaries that is communicated to or obtained by the bank serving as Administrative Agent and/or Collateral Agent or any of its Affiliates in any capacity. As among the Agents and the Lenders, no Agent shall be liable to any of fully protected in so acting or refraining from acting) upon the Lenders for any action taken or not taken by it with the consent or at the request written direction of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as expressly provided in Section 10.01) for herein or in any other Loan Document); provided that the absence Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its own gross negligence counsel, may expose the Administrative Agent or willful misconduct. No Agent shall any of its Affiliates to liability or that is contrary to any Loan Document or applicable Law, including for the avoidance of doubt, any action that may be deemed to have knowledge 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 Default or Event of Default unless Debtor Relief Law and until written notice thereof is given to such Agent by (iii) shall not, except as expressly set forth herein and in the Company or a Lenderother Loan Documents, 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 any Loan Document, (ii) the contents of any certificate, report or other document delivered thereunder or in connection therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article 5 or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to such Agent. Each Agent shall be entitled to rely upon, and shall not incur any liability to the Lenders for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper Person. Each Agent may also rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability to the Lenders for relying thereon. Each Agent may consult with legal counsel (who may be counsel for the Company), independent accountants and other experts selected by itdisclose, and shall not be liable for the failure to disclose, any information relating to the Lenders for Borrower or any action taken of its Affiliates that is communicated to or not taken obtained by the Person serving as the Administrative Agent or any of its Affiliates in good faith by it in accordance with the advice of any such counsel, accountants or expertscapacity.

Duties of Administrative Agent; Exculpatory Provisions. No (a) The Administrative Agent's duties hereunder and under the other Loan Documents are solely ministerial and administrative in nature and the Administrative Agent shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents. Without limiting the generality of the foregoing, (a) no the Administrative Agent shall be subject to any fiduciary or other implied duties, regardless of whether a Default or Event of Default has occurred and is continuing, (b) no Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights but shall be required to act or refrain from acting (and powers expressly contemplated hereby that such Agent is instructed shall be fully protected in writing to exercise by so acting or refraining from acting) upon the written direction of the Majority Facility Lenders or the Required Lenders Banks (or such other number or percentage of the Lenders Banks as shall be necessary under expressly provided for herein or in the circumstances as provided in Section 10.01other Loan Documents), and (c) except as expressly set forth in provided that the Loan Documents, no Administrative Agent shall have not be required to take any duty to discloseaction that, nor shall it be liable for in its opinion or the failure to discloseopinion of its counsel, any information relating to may expose the Company or any of the Subsidiaries that is communicated to or obtained by the bank serving as Administrative Agent and/or Collateral Agent or any of its Affiliates in any capacity. As among the Agents and the Lenders, no Agent shall be liable to any of the Lenders for any action taken liability 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 10.01) or in the absence of its own gross negligence or willful misconduct. No Agent shall be deemed that is contrary to have knowledge of any Default or Event of Default unless and until written notice thereof is given to such Agent by the Company 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 any Loan Document, (ii) the contents of any certificate, report or other document delivered thereunder or in connection therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreementapplicable law, instrument or document, or (v) including for the satisfaction avoidance of any condition set forth in Article 5 or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to such Agent. Each Agent shall be entitled to rely upon, and shall not incur any liability to the Lenders for relying upondoubt, any notice, request, certificate, consent, statement, instrument, document action that may be in violation of the automatic stay under the Bankruptcy Code or other writing believed by it to be genuine and to have been signed debtor relief law or sent by that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of the proper Person. Each Agent may also rely upon any statement made to it orally Bankruptcy Code or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability to the Lenders for relying thereon. Each Agent may consult with legal counsel (who may be counsel for the Company), independent accountants and other experts selected by it, and shall not be liable to the Lenders for any action taken or not taken in good faith by it in accordance with the advice of any such counsel, accountants or expertsdebtor relief law.

Duties of Administrative Agent; Exculpatory Provisions. No (a) The Administrative Agent’s duties hereunder and under the other Loan Documents are solely ministerial and administrative in nature, and the Administrative Agent shall not have any duties or obligations obligations, whether fiduciary, implied or otherwise, except those expressly set forth herein and in the other Loan Documents. Without limiting the generality of the foregoing, (a) no the Administrative Agent shall be subject to any fiduciary or other implied duties, regardless of whether a Default or Event of Default has occurred and is continuing, (b) no Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby that such Agent is instructed in writing to exercise by the Majority Facility Lenders or the Required Lenders (or such other number or percentage of the Lenders as but shall be necessary under the circumstances as provided in Section 10.01), required to act or refrain from acting (and (c) except as expressly set forth in the Loan Documents, no Agent shall have any duty to disclose, nor shall it be liable for the failure to disclose, any information relating to the Company or any of the Subsidiaries that is communicated to or obtained by the bank serving as Administrative Agent and/or Collateral Agent or any of its Affiliates in any capacity. As among the Agents and the Lenders, no Agent shall be liable to any of fully protected in so acting or refraining from acting) upon the Lenders for any action taken or not taken by it with the consent or at the request written direction of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as expressly provided in Section 10.01) for herein or in the absence other Loan Documents); provided that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its own gross negligence counsel, may expose the Administrative Agent or willful misconduct. No Agent shall be deemed to have knowledge of any Default or Event of Default unless and until written notice thereof is given to such Agent by the Company 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 any Loan Document, (ii) the contents of any certificate, report or other document delivered thereunder or in connection therewith, (iii) the performance or observance of any of the covenants, agreements its Affiliates to liability or other terms or conditions set forth in any Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of that is contrary to any Loan Document or applicable law, including for the avoidance of doubt, any other agreementaction that may be in violation of the automatic stay under any Debtor Relief Law or that may effect a forfeiture, instrument modification or document, or (v) the satisfaction termination of property of a Defaulting Lender in violation of any condition set forth in Article 5 or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to such Agent. Each Agent shall be entitled to rely upon, and shall not incur any liability to the Lenders for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper Person. Each Agent may also rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability to the Lenders for relying thereon. Each Agent may consult with legal counsel (who may be counsel for the Company), independent accountants and other experts selected by it, and shall not be liable to the Lenders for any action taken or not taken in good faith by it in accordance with the advice of any such counsel, accountants or expertsDebtor Relief Law.

Duties of Administrative Agent; Exculpatory Provisions. No (a) The Administrative Agent’s duties hereunder and under the other Loan Documents are solely ministerial and administrative in nature, and the Administrative Agent shall not have any duties or obligations except those expressly set forth herein or in the any other Loan DocumentsDocument. Without limiting the generality of the foregoing, the Administrative Agent (ai) no 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, (bii) no Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby that such Agent is instructed in writing to exercise by the Majority Facility Lenders or the Required Lenders (or such other number or percentage of the Lenders as but shall be necessary under the circumstances as provided in Section 10.01), required to act or refrain from acting (and (c) except as expressly set forth in the Loan Documents, no Agent shall have any duty to disclose, nor shall it be liable for the failure to disclose, any information relating to the Company or any of the Subsidiaries that is communicated to or obtained by the bank serving as Administrative Agent and/or Collateral Agent or any of its Affiliates in any capacity. As among the Agents and the Lenders, no Agent shall be liable to any of fully protected in so acting or refraining from acting) upon the Lenders for any action taken or not taken by it with the consent or at the request written direction of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as expressly provided in Section 10.01) for herein or in any other Loan Document); provided that the absence Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its own gross negligence counsel, may expose the Administrative Agent or willful misconduct. No Agent shall any of its Affiliates to liability or that is contrary to any Loan Document or applicable law, including for the avoidance of doubt, any action that may be deemed to have knowledge 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 Default or Event of Default unless Debtor Relief Law and until written notice thereof is given to such Agent by (iii) shall not, except as expressly set forth herein and in the Company or a Lenderother Loan Documents, 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 any Loan Document, (ii) the contents of any certificate, report or other document delivered thereunder or in connection therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article 5 or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to such Agent. Each Agent shall be entitled to rely upon, and shall not incur any liability to the Lenders for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper Person. Each Agent may also rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability to the Lenders for relying thereon. Each Agent may consult with legal counsel (who may be counsel for the Company), independent accountants and other experts selected by itdisclose, and shall not be liable for the failure to disclose, any information relating to the Lenders for Borrower or any action taken of its Affiliates that is communicated to or not taken obtained by the Person serving as the Administrative Agent or any of its Affiliates in good faith by it in accordance with the advice of any such counsel, accountants or expertscapacity.

Duties of Administrative Agent; Exculpatory Provisions. No (a) The Administrative Agent’s duties hereunder and under the other Loan Documents are solely ministerial and administrative in nature and the Administrative Agent shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents. Without limiting the generality of the foregoing, the Administrative Agent (ai) no 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, ; (bii) no Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers but, if expressly contemplated hereby that such Agent is instructed in writing to exercise or by the Majority Facility Lenders or the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 10.01), and (c) except as expressly set forth in the Loan Documents, no Agent shall have any duty to disclose, nor shall it be liable for the failure to disclose, any information relating to the Company or any of the Subsidiaries that is communicated to or obtained by the bank serving as Administrative Agent and/or Collateral Agent or any of its Affiliates in any capacity. As among the Agents and the Lenders, no Agent shall be liable required to any of act or refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the Lenders for any action taken or not taken by it with the consent or at the request written direction of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as expressly provided in Section 10.01) for herein or in the absence other Loan Documents), provided that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its own gross negligence counsel, may expose the Administrative Agent or willful misconduct. No Agent any of its Affiliates to liability or that is contrary to any Loan Document or applicable law and (iii) shall be deemed to have knowledge of any Default or Event of Default unless not, except as expressly set forth herein and until written notice thereof is given to such Agent by in the Company or a Lenderother Loan Documents, 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 any Loan Document, (ii) the contents of any certificate, report or other document delivered thereunder or in connection therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article 5 or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to such Agent. Each Agent shall be entitled to rely upon, and shall not incur any liability to the Lenders for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper Person. Each Agent may also rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability to the Lenders for relying thereon. Each Agent may consult with legal counsel (who may be counsel for the Company), independent accountants and other experts selected by itdisclose, and shall not be liable for the failure to disclose, any information relating to the Lenders for Borrower or any action taken of its Affiliates that is communicated to or not taken obtained by the Person serving as the Administrative Agent or any of its Affiliates in good faith by it in accordance with the advice of any such counsel, accountants or expertscapacity.

Duties of Administrative Agent; Exculpatory Provisions. No Agent shall have any duties or obligations except those expressly set forth in the Loan Documents. Without limiting the generality of the foregoing, (a) no Agent shall be subject to any fiduciary or other implied duties, regardless of whether a Default or Event of Default has occurred and is continuing, (b) no Agent shall have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby that such Agent is instructed in writing to exercise by the Majority Facility Lenders or the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 10.01), and (c) except as expressly set forth in the Loan Documents, no Agent shall have any duty to disclose, nor shall it be liable for the failure to disclose, any information relating to the Company or any of the Subsidiaries that is communicated to or obtained by the bank serving as Administrative Agent and/or Collateral Agent or any of its Affiliates in any capacity. As among the Agents and the Lenders, no Agent shall be liable to any of the Lenders 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 10.01) or in Exhibit 10.1 the absence of its own gross negligence or willful misconduct. No Agent shall be deemed to have knowledge of any Default or Event of Default unless and until written notice thereof is given to such Agent by the Company 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 any Loan Document, (ii) the contents of any certificate, report or other document delivered thereunder or in connection therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article 5 or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to such Agent. Each Agent shall be entitled to rely upon, and shall not incur any liability to the Lenders for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper Person. Each Agent may also rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability to the Lenders for relying thereon. Each Agent may consult with legal counsel (who may be counsel for the Company), independent accountants and other experts selected by it, and shall not be liable to the Lenders for any action taken or not taken in good faith by it in accordance with the advice of any such counsel, accountants or experts.

Duties of Administrative Agent; Exculpatory Provisions. No (a) The Administrative Agent’s duties hereunder and under the other Loan Documents are solely ministerial and administrative in nature and the Administrative Agent shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents. Without limiting the generality of the foregoing, the Administrative Agent (ai) no 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, ; (bii) no Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers but, if expressly contemplated hereby that such Agent is instructed in writing to exercise or by the Majority Facility Lenders or the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 10.01), and (c) except as expressly set forth in the Loan Documents, no Agent shall have any duty to disclose, nor shall it be liable for the failure to disclose, any information relating to the Company or any of the Subsidiaries that is communicated to or obtained by the bank serving as Administrative Agent and/or Collateral Agent or any of its Affiliates in any capacity. As among the Agents and the Lenders, no Agent shall be liable required to any of act or refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the Lenders for any action taken or not taken by it with the consent or at the request written direction of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as expressly provided in Section 10.01) for herein or in the absence other Loan Documents), provided that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its own gross negligence counsel, may expose the Administrative Agent or willful misconduct. No Agent any of its Affiliates to liability or that is contrary to any Loan Document or applicable law and (iii) shall be deemed to have knowledge of any Default or Event of Default unless not, except as expressly set forth herein and until written notice thereof is given to such Agent by in the Company or a Lenderother Loan Documents, 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 any Loan Document, (ii) the contents of any certificate, report or other document delivered thereunder or in connection therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article 5 or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to such Agent. Each Agent shall be entitled to rely upon, and shall not incur any liability to the Lenders for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper Person. Each Agent may also rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability to the Lenders for relying thereon. Each Agent may consult with legal counsel (who may be counsel for the Company), independent accountants and other experts selected by itdisclose, and shall not be liable for the failure to disclose, any information relating to the Lenders for Parent or any action taken of its Affiliates that is communicated to or not taken obtained by the Person serving as the Administrative Agent or any of its Affiliates in good faith by it in accordance with the advice of any such counsel, accountants or expertscapacity.

Duties of Administrative Agent; Exculpatory Provisions. No (a) The Administrative Agent’s duties hereunder and under the other Loan Documents are solely ministerial and administrative in nature, and the Administrative Agent shall not have any duties or obligations except those expressly set forth herein or in the any other Loan DocumentsDocument. Without limiting the generality of the foregoing, the Administrative Agent (ai) no 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, (bii) no Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby that such Agent is instructed in writing to exercise by the Majority Facility Lenders or the Required Lenders (or such other number or percentage of the Lenders as but shall be necessary under the circumstances as provided in Section 10.01), required to act or refrain from acting (and (c) except as expressly set forth in the Loan Documents, no Agent shall have any duty to disclose, nor shall it be liable for the failure to disclose, any information relating to the Company or any of the Subsidiaries that is communicated to or obtained by the bank serving as Administrative Agent and/or Collateral Agent or any of its Affiliates in any capacity. As among the Agents and the Lenders, no Agent shall be liable to any of fully protected in so acting or refraining from acting) upon the Lenders for any action taken or not taken by it with the consent or at the request written direction of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as expressly provided in Section 10.01) for herein or in any other Loan Document); provided that the absence Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its own gross negligence counsel, may expose the Administrative Agent or willful misconduct. No Agent shall any of its Affiliates to liability or that is contrary to any Loan Document or applicable Law, including for the avoidance of doubt, any action that may be deemed to have knowledge 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 Default or Event of Default unless Debtor Relief Law and until written notice thereof is given to such Agent by (iii) shall not, except as expressly set forth herein and in the Company or a Lenderother Loan Documents, 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 any Loan Document, (ii) the contents of any certificate, report or other document delivered thereunder or in connection therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article 5 or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to such Agent. Each Agent shall be entitled to rely upon, and shall not incur any liability to the Lenders for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper Person. Each Agent may also rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability to the Lenders for relying thereon. Each Agent may consult with legal counsel (who may be counsel for the Company), independent accountants and other experts selected by itdisclose, and shall not be liable for the failure ​ ​ to disclose, any information relating to the Lenders for Borrower or any action taken of its Affiliates that is communicated to or not taken obtained by the Person serving as the Administrative Agent or any of its Affiliates in good faith by it in accordance with the advice of any such counsel, accountants or expertscapacity.

Duties of Administrative Agent; Exculpatory Provisions. No ii) The Administrative Agent’s duties hereunder and under the other Loan Documents are solely ministerial and administrative in nature, and the Administrative Agent shall not have any duties or obligations obligations, whether fiduciary, implied or otherwise, except those expressly set forth herein and in the other Loan Documents. Without limiting the generality of the foregoing, (a) no the Administrative Agent shall be subject to any fiduciary or other implied duties, regardless of whether a Default or Event of Default has occurred and is continuing, (b) no Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby that such Agent is instructed in writing to exercise by the Majority Facility Lenders or the Required Lenders (or such other number or percentage of the Lenders as but shall be necessary under the circumstances as provided in Section 10.01), required to act or refrain from acting (and (c) except as expressly set forth in the Loan Documents, no Agent shall have any duty to disclose, nor shall it be liable for the failure to disclose, any information relating to the Company or any of the Subsidiaries that is communicated to or obtained by the bank serving as Administrative Agent and/or Collateral Agent or any of its Affiliates in any capacity. As among the Agents and the Lenders, no Agent shall be liable to any of fully protected in so acting or refraining from acting) upon the Lenders for any action taken or not taken by it with the consent or at the request written direction of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as expressly provided in Section 10.01) for herein or in the absence other Loan Documents); provided that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its own gross negligence counsel, may expose the Administrative Agent or willful misconduct. No Agent shall be deemed to have knowledge of any Default or Event of Default unless and until written notice thereof is given to such Agent by the Company 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 any Loan Document, (ii) the contents of any certificate, report or other document delivered thereunder or in connection therewith, (iii) the performance or observance of any of the covenants, agreements its Affiliates to liability or other terms or conditions set forth in any Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of that is contrary to any Loan Document or applicable law, including for the avoidance of doubt, any other agreementaction that may be in violation of the automatic stay under any Debtor Relief Law or that may effect a forfeiture, instrument modification or document, or (v) the satisfaction termination of property of a Defaulting Lender in violation of any condition set forth in Article 5 or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to such Agent. Each Agent shall be entitled to rely upon, and shall not incur any liability to the Lenders for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper Person. Each Agent may also rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability to the Lenders for relying thereon. Each Agent may consult with legal counsel (who may be counsel for the Company), independent accountants and other experts selected by it, and shall not be liable to the Lenders for any action taken or not taken in good faith by it in accordance with the advice of any such counsel, accountants or expertsDebtor Relief Law.

Duties of Administrative Agent; Exculpatory Provisions. No (a) The Administrative Agent’s duties hereunder and under the other Loan Documents are solely ministerial and administrative in nature and the Administrative Agent shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents. Without limiting the generality of the foregoing, (a) no the Administrative Agent shall be subject to any fiduciary or other implied duties, regardless of whether a Default or Event of Default has occurred and is continuing, (b) no Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby that such Agent is instructed in writing to exercise by the Majority Facility Lenders or the Required Lenders (or such other number or percentage of the Lenders as but shall be necessary under the circumstances as provided in Section 10.01), required to act or refrain from acting (and (c) except as expressly set forth in the Loan Documents, no Agent shall have any duty to disclose, nor shall it be liable for the failure to disclose, any information relating to the Company or any of the Subsidiaries that is communicated to or obtained by the bank serving as Administrative Agent and/or Collateral Agent or any of its Affiliates in any capacity. As among the Agents and the Lenders, no Agent shall be liable to any of fully protected in so acting or refraining from acting) upon the Lenders for any action taken or not taken by it with the consent or at the request written direction of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as expressly provided in Section 10.01) for herein or in the absence other Loan Documents); provided that the Administrative Agent will not be required to take any action that, in its opinion or the opinion of its own gross negligence counsel, may expose the Administrative Agent to liability or willful misconduct. No Agent shall be deemed that is contrary to have knowledge of any Default or Event of Default unless and until written notice thereof is given to such Agent by the Company 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 any Loan Document, (ii) the contents of any certificate, report or other document delivered thereunder or in connection therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document or applicable law, including for the avoidance of doubt, any other agreementaction that may be in violation of the automatic stay under any debtor relief laws (including the Bankruptcy Code) or that may affect a forfeiture, instrument modification or document, or (v) the satisfaction termination of property of a Defaulting Lender in violation of any condition set forth in Article 5 or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to such Agent. Each Agent shall be entitled to rely upon, and shall not incur any liability to debtor relief laws (including the Lenders for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper Person. Each Agent may also rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability to the Lenders for relying thereon. Each Agent may consult with legal counsel (who may be counsel for the CompanyBankruptcy Code), independent accountants and other experts selected by it, and shall not be liable to the Lenders for any action taken or not taken in good faith by it in accordance with the advice of any such counsel, accountants or experts.

Duties of Administrative Agent; Exculpatory Provisions. No (a) The Administrative Agent’s duties hereunder and under the other Loan Documents are solely ministerial and administrative in nature and the Administrative Agent shall not have any duties or obligations except those expressly set forth in the Loan Documentsherein or as may exist at law. Without limiting the generality of the foregoing, the Administrative Agent: (ai) no 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, ; (bii) no 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 such the Administrative Agent is instructed required to exercise as directed in writing to exercise by the Majority Facility Lenders or 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 the Administrative Agent shall not be required to take any action that, in 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 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 10.01), violation of any debtor relief law; and (ciii) shall not, except as expressly set forth herein and in the other Loan Documents, no Agent shall have any duty to disclose, nor and shall it not be liable for the failure to disclose, any information relating to the Company Borrower or any of the Subsidiaries its Affiliates that is communicated to or obtained by the bank Person serving as the Administrative Agent and/or Collateral Agent or any of its Affiliates in any capacity. As among the Agents and the Lenders, no (b) The Administrative Agent shall not be liable to any of the Lenders for any action taken or not taken by it (i) 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 reasonably believe in good faith shall be necessary, under the circumstances as provided in Section 10.01Sections 10.5 or 6.1) or (ii) in the absence of its own gross negligence or willful misconduct. No The Administrative Agent shall be deemed not to have knowledge of any Default or Event of the event or events that give or may give rise to any Default unless and until written a Borrower or any Lender shall have given notice thereof is given to the Administrative Agent describing such Agent by the Company Default and such event or a Lender, and no events. (c) The Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty warranty, representation or representation other information made or supplied 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 therewithherewith or therewith or the adequacy, accuracy and/or completeness of the information contained therein, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in herein or therein or the occurrence of any Loan DocumentDefault, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document, document or the perfection or priority of any Lien or security interest created or purported to be created hereby or (v) the satisfaction of any condition set forth in Article 5 or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to such Agent. Each Agent shall be entitled to rely upon, and shall not incur any liability to the Lenders for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper Person. Each Agent may also rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability to the Lenders for relying thereon. Each Agent may consult with legal counsel (who may be counsel for the Company), independent accountants and other experts selected by it, and shall not be liable to the Lenders for any action taken or not taken in good faith by it in accordance with the advice of any such counsel, accountants or experts.3 or

Duties of Administrative Agent; Exculpatory Provisions. No (f) The Administrative Agent’s duties hereunder and under the other Loan Documents are solely ministerial and administrative in nature, and the Administrative Agent shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents. Without limiting the generality of the foregoing, (a) no the Administrative Agent shall be subject to any fiduciary or other implied duties, regardless of whether a Default or Event of Default has occurred and is continuing, (b) no Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights powers but shall be required to act or refrain from acting (and powers expressly contemplated hereby that such Agent is instructed shall be fully protected in writing to exercise by so acting or refraining from acting) upon the Majority Facility Lenders or written direction of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as expressly provided in Section 10.01), and (c) except as expressly set forth for herein or in the other Loan Documents, no ); provided that the Administrative Agent shall have not be required to take any duty to discloseaction that, nor shall it be liable for in its opinion or the failure to discloseopinion of its counsel, any information relating to may 50 expose the Company or any of the Subsidiaries that is communicated to or obtained by the bank serving as Administrative Agent and/or Collateral Agent or any of its Affiliates 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 capacityDebtor Relief Law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Debtor Relief Law. As among the Agents and the Lenders, no (g) The Administrative Agent shall not be liable to any of the Lenders for any action taken or not taken by it (i) 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 shall be necessary, under the circumstances as provided in Section 10.01Sections 9.02(b) or 6.01) or (ii) in the absence of its own gross negligence or willful misconduct. No The Administrative Agent shall be deemed not to have knowledge of any Default or Event of Default unless and until written the Borrower or any Lender shall have given notice thereof is given to the Administrative Agent describing such Default or Event of Default. (h) Neither the Administrative Agent by nor any member of the Company or a Lender, and no Agent Agent’s Group shall be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty warranty, representation or representation other information made or supplied in or in connection with this Agreement, any other Loan DocumentDocument or the Information Memorandum, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection therewithherewith or therewith or the adequacy, accuracy and/or completeness of the information contained therein, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in herein or therein or the occurrence of any Loan DocumentDefault, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document, document or (v) the satisfaction of any condition set forth in Article 5 IV or elsewhere in any Loan Documentherein, other than (but subject to the foregoing clause (ii)) to confirm receipt of items expressly required to be delivered to such the Administrative Agent. Each (i) Nothing in this Agreement or any other Loan Document shall require the Administrative Agent shall be entitled or any of its Related Parties to rely uponcarry out any “know your customer” or other checks in relation to any person on behalf of any Lender, and shall not incur any liability each Lender confirms to the Lenders Administrative Agent that it is solely responsible for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by such checks it is required to be genuine carry out and to have been signed or sent by the proper Person. Each Agent that it may also not rely upon on any statement made in relation to it orally or by telephone and believed by it to have been such checks made by the proper Person, and shall not incur Administrative Agent or any liability to the Lenders for relying thereonof its Related Parties. Each Agent may consult with legal counsel (who may be counsel for the Company), independent accountants and other experts selected by it, and shall not be liable to the Lenders for any action taken or not taken in good faith by it in accordance with the advice of any such counsel, accountants or experts.Section 7.04

Duties of Administrative Agent; Exculpatory Provisions. No (a) The Administrative Agent’s duties hereunder and under the other Loan Documents are solely ministerial and administrative in nature and the Administrative Agent shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents. Without limiting the generality of the foregoing, (a) no the Administrative Agent shall be subject to any fiduciary or other implied duties, regardless of whether a Default or Event of Default has occurred and is continuing, (b) no Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights but shall be required to act or refrain from acting (and powers expressly contemplated hereby that such Agent is instructed shall be fully protected in writing to exercise by so acting or refraining from acting) upon the Majority Facility Lenders or written direction of the Required Lenders Banks (or such other number or percentage of the Lenders as shall be necessary under expressly provided for herein or in the circumstances as provided in Section 10.01other Loan Documents), and (c) except as expressly set forth in provided that the Loan Documents, no Administrative Agent shall have not be required to take any duty to discloseaction that, nor shall it be liable for in its opinion or the failure to discloseopinion of its counsel, any information relating to may expose the Company or any of the Subsidiaries that is communicated to or obtained by the bank serving as Administrative Agent and/or Collateral Agent or any of its Affiliates in any capacity. As among the Agents and the Lenders, no Agent shall be liable to any of the Lenders for any action taken liability 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 10.01) or in the absence of its own gross negligence or willful misconduct. No Agent shall be deemed that is contrary to have knowledge of any Default or Event of Default unless and until written notice thereof is given to such Agent by the Company 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 any Loan Document, (ii) the contents of any certificate, report or other document delivered thereunder or in connection therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of 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 bankruptcy, insolvency or other agreementsimilar law or that may effect a forfeiture, instrument modification or document, or (v) the satisfaction termination of property of a Defaulting Lender in violation of any condition set forth in Article 5 or elsewhere in any Loan Documentbankruptcy, other than to confirm receipt of items expressly required to be delivered to such Agent. Each Agent shall be entitled to rely upon, and shall not incur any liability to the Lenders for relying upon, any notice, request, certificate, consent, statement, instrument, document insolvency or other writing believed by it to be genuine and to have been signed or sent by the proper Person. Each Agent may also rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability to the Lenders for relying thereon. Each Agent may consult with legal counsel (who may be counsel for the Company), independent accountants and other experts selected by it, and shall not be liable to the Lenders for any action taken or not taken in good faith by it in accordance with the advice of any such counsel, accountants or expertssimilar law.

Duties of Administrative Agent; Exculpatory Provisions. No The Administrative Agent’s duties hereunder and under the other Loan Documents are solely ministerial and administrative in nature, and the Administrative Agent shall not have any duties or obligations obligations, whether fiduciary, implied or otherwise, except those expressly set forth herein and in the other Loan Documents. Without limiting the generality of the foregoing, (a) no the Administrative Agent shall be subject to any fiduciary or other implied duties, regardless of whether a Default or Event of Default has occurred and is continuing, (b) no Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby that such Agent is instructed in writing to exercise by the Majority Facility Lenders or the Required Lenders (or such other number or percentage of the Lenders as but shall be necessary under the circumstances as provided in Section 10.01), required to act or refrain from acting (and (c) except as expressly set forth in the Loan Documents, no Agent shall have any duty to disclose, nor shall it be liable for the failure to disclose, any information relating to the Company or any of the Subsidiaries that is communicated to or obtained by the bank serving as Administrative Agent and/or Collateral Agent or any of its Affiliates in any capacity. As among the Agents and the Lenders, no Agent shall be liable to any of fully protected in so acting or refraining from acting) upon the Lenders for any action taken or not taken by it with the consent or at the request written direction of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as expressly provided in Section 10.01) for herein or in the absence other Loan Documents); provided that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its own gross negligence counsel, may expose the Administrative Agent or willful misconduct. No Agent shall be deemed to have knowledge of any Default or Event of Default unless and until written notice thereof is given to such Agent by the Company 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 any Loan Document, (ii) the contents of any certificate, report or other document delivered thereunder or in connection therewith, (iii) the performance or observance of any of the covenants, agreements its Affiliates to liability or other terms or conditions set forth in any Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of that is contrary to any Loan Document or applicable law, including for the avoidance of doubt, any other agreementaction that may be in violation of the automatic stay under any Debtor Relief Law or that may effect a forfeiture, instrument modification or document, or (v) the satisfaction termination of property of a Defaulting Lender in violation of any condition set forth in Article 5 or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to such Agent. Each Agent shall be entitled to rely upon, and shall not incur any liability to the Lenders for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper Person. Each Agent may also rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability to the Lenders for relying thereon. Each Agent may consult with legal counsel (who may be counsel for the Company), independent accountants and other experts selected by it, and shall not be liable to the Lenders for any action taken or not taken in good faith by it in accordance with the advice of any such counsel, accountants or expertsDebtor Relief Law.