Common use of Duties of the Agents; Exculpatory Provisions Clause in Contracts

Duties of the Agents; Exculpatory Provisions. (a) Each Agent’s duties hereunder and under the other Loan Documents are solely ministerial and administrative in nature and no Agent shall have any duties or obligations except those expressly set forth herein and in the other Loan Documents. Without limiting the generality of the foregoing, no Agent shall have any duty to take any discretionary action or exercise any discretionary powers, but shall be required to act or refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the written direction of the Required Lenders or the Administrative Agent in the case of the Collateral Agent (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents), provided that no Agent shall be required to take any action that, in its opinion or the opinion of its counsel, may expose such Agent or any of its Affiliates to liability or that is contrary to any Loan Document or applicable law. (b) No Agent shall be liable for any action taken or not taken by it (i) with the consent or at the request of the Required Lenders or the Administrative Agent in the case of the Collateral Agent (or such other number or percentage of the Lenders as shall be necessary, or as such Agent shall believe in good faith shall be necessary, under the circumstances as provided in Section 9.2 or 11.1) or (ii) in the absence of its own gross negligence or willful misconduct, as determined by a court of competent jurisdiction in a final non-appealable judgment or order. No Agent shall be deemed to have knowledge of any Default or the event or events that give or may give rise to any Default unless and until the Borrower or any Lender Party shall have given notice to such Agent describing such Default and such event or events. (c) No Agent or Arranger nor any member of such Agent’s Group shall be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty, representation or other information made or supplied in or in connection with this Agreement, any other Loan Document or the Disclosure Documents, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith 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 herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document or the perfection or priority of any Lien or security interest created or purported to be created by any Loan Document, (v) the value or the sufficiency of any Collateral or (vi) the satisfaction of any condition set forth in Article III or elsewhere herein, other than (in the case of the Agent, but subject to the foregoing clause (ii)) to confirm receipt of items expressly required to be delivered to such Agent. (d) Nothing in this Agreement or any other Loan Document shall require any Agent, Arranger or any of their respective Related Persons to carry out any “know your customer” or other checks in relation to any Person on behalf of any Lender Party and each Lender Party confirms to each Agent and each Arranger that it is solely responsible for any such checks it is required to carry out and that it may not rely on any statement in relation to such checks made by such Agent, such Arranger or any of their respective Related Persons.

Duties of the Agents; Exculpatory Provisions. (a) Each An Agent’s duties hereunder and under the other Loan Documents are solely ministerial and administrative in nature and no Agent shall have any duties or obligations except those expressly set forth herein and in the other Loan Documentsor therein. Without limiting the generality of the foregoing, no an Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, but shall be required to act or refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the written direction of the Required Lenders or the Administrative Agent in the case of the Collateral Agent (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documentsherein), provided that no an Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose such Agent or any of its Affiliates to liability or that is contrary to any Loan Document this Agreement or applicable lawLaw. (b) No Agent shall be liable for any action taken or not taken by it (i) with the consent or at the request of the Required Lenders or the Administrative Agent in the case of the Collateral Agent (or such other number or percentage of the Lenders as shall be necessary, or as such Agent shall believe in good faith shall be necessary, under the circumstances as provided in Section 9.2 Sections 10.01 or 11.18.02) or (ii) in the absence of its own gross negligence or willful misconduct, as determined by a court of competent jurisdiction in a final non-appealable judgment or order. No Agent shall be deemed to have knowledge of any Default or Event of Default or the event or events that give or may give rise to any Default or Event of Default unless and until the Borrower or any Lender Party shall have given notice to such Agent describing such Default or Event of Default and such event or events. (c) No Agent or Arranger nor any member of such an Agent’s Group shall be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty, representation or other information made or supplied in or in connection with this Agreement, Agreement or any other Loan Document or the Disclosure DocumentsDocument, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith 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 herein or therein or the occurrence of any Default or Event of Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document or the perfection or priority of any Lien or security interest created or purported to be created by any Loan Document, hereby or thereby or (v) the value or the sufficiency of any Collateral or (vi) the satisfaction of any condition set forth in Article III IV or elsewhere herein, other than (in the case of the Agent, but subject to the foregoing clause (ii)) to confirm receipt of items expressly required to be delivered to such an Agent. (d) Nothing in this Agreement or any other Loan Document shall require any Agent, Arranger an Agent or any of their respective its Related Persons Parties to carry out any “know your customer” or other checks in relation to any Person on behalf of any Lender Party and each Lender Party confirms to each Agent and each Arranger the Agents that it is solely responsible for any such checks it is required to carry out and that it may not rely on any statement in relation to such checks made by such Agent, such Arranger an Agent or any of their respective its Related PersonsParties.

Duties of the Agents; Exculpatory Provisions. (a) Each An Agent’s duties hereunder and under the other Loan Documents are solely ministerial and administrative in nature and no Agent shall have any duties or obligations except those expressly set forth herein and in the other Loan Documentsor therein. Without limiting the generality of the foregoing, no an Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, but shall be required to act or refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the written direction of the Required Lenders or the Administrative Agent in the case of the Collateral Agent (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documentsherein), provided that no an Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose such Agent or any of its Affiliates to liability or that is contrary to any Loan Document this Agreement or applicable lawLaw. (b) No Agent shall be liable for any action taken or not taken by it (i) with the consent or at the request of the Required Lenders or the Administrative Agent in the case of the Collateral Agent (or such other number or percentage of the Lenders as shall be necessary, or as such Agent shall believe in good faith shall be necessary, under the circumstances as provided in Section 9.2 10.01 or 11.1Section 8.02) or (ii) in the absence of its own gross negligence or willful misconduct, as determined by a court of competent jurisdiction in a final non-appealable judgment or order. No Agent shall be deemed to have knowledge of any Default or Event of Default or the event or events that give or may give rise to any Default or Event of Default unless and until the Borrower or any Lender Party shall have given notice to such Agent describing such Default or Event of Default and such event or events. (c) No Agent or Arranger nor any member of such an Agent’s Group shall be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty, representation or other information made or supplied in or in connection with this Agreement, Agreement or any other Loan Document or the Disclosure DocumentsDocument, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith 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 herein or therein or the occurrence of any Default or Event of Default, (ivv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document or the perfection or priority of any Lien or security interest created or purported to be created by any Loan Document, hereby or thereby or (v) the value or the sufficiency of any Collateral or (vi) the satisfaction of any condition set forth in Article III IV or elsewhere herein, other than (in the case of the Agent, but subject to the foregoing clause (ii)) to confirm receipt of items expressly required to be delivered to such an Agent. (d) Nothing in this Agreement or any other Loan Document shall require any Agent, Arranger an Agent or any of their respective its Related Persons Parties to carry out any “know your customer” or other checks in relation to any Person on behalf of any Lender Party and each Lender Party confirms to each Agent and each Arranger the Agents that it is solely responsible for any such checks it is required to carry out and that it may not rely on any statement in relation to such checks made by such Agent, such Arranger an Agent or any of their respective its Related PersonsParties.

Duties of the Agents; Exculpatory Provisions. (a) Each Agent’s duties hereunder and under the other Loan Credit Documents are solely ministerial and administrative in nature and no Agent shall have any duties or obligations except those expressly set forth herein and in the other Loan Credit Documents. Without limiting the generality of the foregoing, no Agent shall have any duty to take any discretionary action or exercise any discretionary powers, but shall be required to act or refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the written direction of the Required Lenders or the Administrative Agent in the case of the Collateral Agent (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Credit Documents), provided that no Agent shall be required to take any action that, in its opinion or the opinion of its counsel, may expose such Agent or any of its Affiliates to liability or that is contrary to any Loan Credit Document or applicable law. (b) No Agent shall be liable for any action taken or not taken by it (i) with the consent or at the request of the Required Lenders or the Administrative Agent in the case of the Collateral Agent (or such other number or percentage of the Lenders as shall be necessary, or as such Agent shall believe in good faith shall be necessary, under the circumstances as provided in Section 9.2 13.1 or 11.111) or (ii) in the absence of its own gross negligence or willful misconduct, as determined by a court of competent jurisdiction in a final non-appealable judgment or order. No Each Agent shall be deemed not to have knowledge of any Default or Event of Default or the event or events that give or may give rise to any Default or Event of Default unless and until the Borrower Borrowers or any Lender Party shall have given notice to such Agent describing such Default or Event of Default and such event or events. (c) No Agent or Arranger nor any member of such the Agent’s Group shall be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty, representation or other information made or supplied in or in connection with this Agreement, Agreement or any other Loan Document or the Disclosure DocumentsCredit Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith 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 herein or therein or the occurrence of any Default or Event of Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Credit Document or any other agreement, instrument or document or the perfection or priority of any Lien or security interest created or purported to be created by any Loan Document, the Collateral Documents or (v) the value or the sufficiency of any Collateral or (vi) the satisfaction of any condition set forth in Article III Sections 6 and 7 or elsewhere herein, other than (in the case of the Agent, but subject to the foregoing clause (ii)) to confirm receipt of items expressly required to be delivered to such Agent. (d) Nothing in this Agreement or any other Loan Credit Document shall require any Agent, Arranger Agent or any of their respective its Related Persons Parties to carry out any “know your customer” or other checks in relation to any Person person on behalf of any Lender Party and each Lender Party confirms to each Agent and each Arranger that it is solely responsible for any such checks it is required to carry out and that it may not rely on any statement in relation to such checks made by such Agent, such Arranger Agent or any of their respective its Related PersonsParties.

Duties of the Agents; Exculpatory Provisions. (a) Each An Agent’s duties hereunder and under the other Margin Loan Documents Documentation are solely ministerial and administrative in nature and no Agent shall have any duties or obligations except those expressly set forth herein and in the other Loan Documentsor therein. Without limiting the generality of the foregoing, no an Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, but shall be required to act or refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the written direction and, without limitation of the Required Lenders or the Administrative Agent in the case of the Collateral Agent (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents)foregoing, provided that no an Agent shall not be required to take any action thator refrain from acting if, in its opinion or the opinion of its counsel, taking such action or so refraining from acting, as the case may be, may expose such Agent or any of its Affiliates to liability or that is would, as determined by such Agent in good faith, be contrary to any Loan Document this Agreement or applicable lawLaw. (b) No Agent shall be liable for any action taken or not taken by it (i) with the consent or at the request of the Required Lenders or the Administrative Agent in the case of the Collateral Agent (or such other number or percentage of the Lenders as shall be necessary, or as such Agent shall believe in good faith shall be necessary, under including for the circumstances as provided avoidance of doubt, Administrative Agent sending a Collateral Call Notice or an Event of Default Notice at the direction of any Lender, if, in Section 9.2 or 11.1the case of an Event of Default Notice, such Agent believes in good faith that the related Event of Default is of a type that would entitle such Lender to issue such direction) or (ii) in the absence of its own gross negligence or willful misconduct, as determined by a court of competent jurisdiction in a final non-appealable judgment or order. No Agent shall be deemed to have knowledge of any Facility Adjustment Event, Mandatory Prepayment Event, Default or Event of Default or the event or events that give or may give rise to any Facility Adjustment Event, Mandatory Prepayment Event, Default or Event of Default unless and until the Borrower or any Lender Party shall have given notice to such Agent describing such Facility Adjustment Event, Mandatory Prepayment Event, Default or Event of Default and such event or events. (c) No Agent or Arranger nor any member of such an Agent’s Group shall be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty, representation or other information made or supplied in or in connection with this Agreement, Agreement or any other Margin Loan Document or the Disclosure DocumentsDocumentation, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith 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 herein or therein or the occurrence of any Facility Adjustment Event, Mandatory Prepayment Event, Default or Event of Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Margin Loan Document Documentation or any other agreement, instrument or document or the perfection or priority of any Lien or security interest created or purported to be created by any Loan Document, hereby or thereby or (v) the value or the sufficiency of any Collateral or (vi) the satisfaction of any condition set forth in Article III 4 or elsewhere herein, other than (in the case of the Agent, but subject to the foregoing clause (ii)) to confirm receipt of items expressly required to be delivered to such an Agent. (d) Nothing in this Agreement or any other Loan Document shall require any Agent, Arranger an Agent or any of their respective its Related Persons Parties to carry out any “know your customer” or other checks in relation to any Person on behalf of any Lender Party and each Lender Party confirms to each Agent and each Arranger the Agents that it is solely responsible for any such checks it is required to carry out and that it may not rely on any statement in relation to such checks made by such Agent, such Arranger an Agent or any of their respective its Related PersonsParties.

Duties of the Agents; Exculpatory Provisions. (a) Each The Agent’s duties hereunder and under the other Loan Transaction Documents are solely ministerial and administrative in nature and no the Agent shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documentsor therein. Without limiting the generality of the foregoing, no the Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, but shall be powers except discretionary rights and powers expressly contemplated hereby or by the other Transaction Documents that the Agent is required to act or refrain from acting (and shall be fully protected exercise as directed in so acting or refraining from acting) upon the written direction of writing by the Required Lenders or the Administrative Agent in the case of the Collateral Agent (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Transaction Documents), provided that no Agent shall be required to take any action that, in its opinion or the opinion of its counsel, may expose such Agent or any of its Affiliates to liability or that is contrary to any Loan Document or applicable law. (b) No Except for any requirement of the Agent to act as set forth herein, the Agent shall not be liable for any action taken or not taken by it (i) with the consent or at the request of the Required Lenders or the Administrative Agent in the case of the Collateral Agent (or such other number or percentage of the Lenders as shall be necessary, or as such Agent shall believe in good faith shall be necessary, under the circumstances as provided in Section 9.2 or 11.1) or (ii) in the absence of its own gross negligence or willful misconduct, as determined by a court of competent jurisdiction in a final non-appealable judgment or order. No The Agent shall not be deemed to have knowledge of any Default or Event of Default or the event or events that give or may give rise to any Default or Event of Default unless and until the Borrower or any Lender Party shall have given notice to such Agent describing such Default or Event of Default and such event or events. (c) No Neither the Agent or Arranger nor any member of such the Agent’s Group shall be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty, representation or other information made or supplied in or in connection with this Agreement, Agreement or any other Loan Document or the Disclosure Transaction Documents, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith 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 herein or therein or the occurrence of any Default or Event of Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document Transaction Documents or any other agreement, instrument or document or the perfection or priority of any Lien or security interest created or purported to be created by any Loan Document, hereby or thereby or (v) the value or the sufficiency of any Collateral or (vi) the satisfaction of any condition set forth in Article III ARTICLE IV (Conditions Precedent to Effectiveness of this Agreement) or elsewhere herein, other than (in the case of the Agent, but subject to the foregoing clause (ii)) to confirm receipt of items expressly required to be delivered to such the Agent. (d) Nothing in this Agreement or any other Loan Document shall require any Agent, Arranger the Agent or any of their respective its Related Persons Parties to carry out any “know your customer” or other checks in relation to any Person on behalf of any Lender Party and each Lender Party confirms to each Agent and each Arranger the Agents that it is solely responsible for any such checks it is required to carry out and that it may not rely on any statement in relation to such checks made by such Agent, such Arranger the Agent or any of their respective its Related PersonsParties.

Duties of the Agents; Exculpatory Provisions. (a) Each An Agent’s duties hereunder and under the other Margin Loan Documents Documentation are solely ministerial and administrative in nature and no Agent shall have any duties or obligations except those expressly set forth herein and in the other Loan Documentsor therein. Without limiting the generality of the foregoing, no an Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, but shall be required to act or refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the written direction and, without limitation of the Required Lenders or the Administrative Agent in the case of the Collateral Agent (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents)foregoing, provided that no an Agent shall not be required to take any action thator refrain from acting if, in its opinion or the opinion of its counsel, taking such action or so refraining from acting, as the case may be, may expose such Agent or any of its Affiliates to liability or that is would, as determined by such Agent in good faith, be contrary to any Loan Document this Agreement or applicable lawLaw. (b) No Agent shall be liable for any action taken or not taken by it (i) with the consent or at the request of the Required Lenders or the Administrative Agent in the case of the Collateral Agent (or such other number or percentage of the Lenders as shall be necessary, or as such Agent shall believe in good faith shall be necessary, under the circumstances as provided in Section 9.2 or 11.1) or (ii) in the absence of its own gross negligence or willful misconduct, as determined by a court of competent jurisdiction in a final non-appealable judgment or order. No Agent shall be deemed to have knowledge of any Facility Adjustment Event, Mandatory Prepayment Event, Default or Event of Default or the event or events that give or may give rise to any Facility Adjustment Event, Mandatory Prepayment Event, Default or Event of Default unless and until the Borrower or any Lender Party shall have given written notice to such Agent describing such Facility Adjustment Event, Mandatory Prepayment Event, Default or Event of Default and such event or events. (c) No Agent or Arranger nor any member of such an Agent’s Group shall be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty, representation or other information made or supplied in or in connection with this Agreement, Agreement or any other Margin Loan Document or the Disclosure DocumentsDocumentation, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith 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 herein or therein or the occurrence of any Facility Adjustment Event, Mandatory Prepayment Event, Default or Event of Default, (ivv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Margin Loan Document Documentation or any other agreement, instrument or document or the perfection or priority of any Lien or security interest created or purported to be created by any Loan Document, hereby or thereby or (v) the value or the sufficiency of any Collateral or (vi) the satisfaction of any condition set forth in Article III 4 or elsewhere herein, other than (in the case of the Agent, but subject to the foregoing clause (ii)) to confirm receipt of items expressly required to be delivered to such an Agent. (d) Nothing in this Agreement or any other Loan Document shall require any Agent, Arranger an Agent or any of their respective its Related Persons Parties to carry out any “know your customer” or other checks in relation to any Person on behalf of any Lender Party and each Lender Party confirms to each Agent and each Arranger the Agents that it is solely responsible for any such checks it is required to carry out and that it may not rely on any statement in relation to such checks made by such Agent, such Arranger an Agent or any of their respective its Related PersonsParties.

Duties of the Agents; Exculpatory Provisions. (a) Each Agent’s duties hereunder and under the other Loan Credit Documents are solely ministerial and administrative in nature and no Agent shall have any duties or obligations except those expressly set forth herein and in the other Loan Credit Documents. Without limiting the generality of the foregoing, no Agent shall have any duty to take any discretionary action or exercise any discretionary powers, but shall be required to act or refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the written direction of the Required Lenders or the Administrative Agent in the case of the Collateral Agent (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Credit Documents), ; provided that no Agent shall be required to take any action that, in its opinion or the opinion of its counsel, may expose such Agent or any of its Affiliates to liability or that is contrary to any Loan Credit Document or applicable law. (b) No Agent shall be liable for any action taken or not taken by it (i) with the consent or at the request of the Required Lenders or the Administrative Agent in the case of the Collateral Agent (or such other number or percentage of the Lenders as shall be necessary, or as such Agent shall believe in good faith shall be necessary, under the circumstances as provided in Section 9.2 13.1 or 11.111) or (ii) in the absence of its own gross negligence or willful misconduct, as determined by a court of competent jurisdiction in a final non-appealable judgment or order. No Each Agent shall be deemed not to have knowledge of any Default or Event of Default or the event or events that give or may give rise to any Default or Event of Default unless and until the Borrower Borrowers or any Lender Party shall have given notice to such Agent describing such Default or Event of Default and such event or events. (c) No Agent or Arranger nor any member of such the Agent’s Group shall be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty, representation or other information made or supplied in or in connection with this Agreement, Agreement or any other Loan Document or the Disclosure Documents, Credit Document; (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith 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 herein or therein or the occurrence of any Default or Event of Default, ; (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Credit Document or any other agreement, instrument or document or the perfection or priority of any Lien or security interest created or purported to be created by any Loan Documentthe Collateral Documents, or (v) the value or the sufficiency of any Collateral or (vi) the satisfaction of any condition set forth in Article III Sections 6 and 7 or elsewhere herein, other than (in the case of the Agent, but subject to the foregoing clause (ii)) to confirm receipt of items expressly required to be delivered to such Agent. (d) Nothing in this Agreement or any other Loan Credit Document shall require any Agent, Arranger Agent or any of their respective its Related Persons Parties to carry out any “know your customer” or other checks in relation to any Person person on behalf of any Lender Party and each Lender Party confirms to each Agent and each Arranger that it is solely responsible for any such checks it is required to carry out and that it may not rely on any statement in relation to such checks made by such Agent, such Arranger Agent or any of their respective its Related PersonsParties.

Duties of the Agents; Exculpatory Provisions. (a) Each An Agent’s duties hereunder and under the other Loan Documents are solely ministerial and administrative in nature and no Agent shall have any duties or obligations except those expressly set forth herein and in the other Loan Documentsor therein. Without limiting the generality of the foregoing, no an Agent (i) 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, (ii) shall not have any duty to take any discretionary action or exercise any discretionary powers, but shall be except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that such Agent is required to act or refrain from acting (and shall be fully protected exercise as directed in so acting or refraining from acting) upon the written direction of writing by the Required Lenders or the Administrative Agent in the case of the Collateral Agent (or such other number or percentage of the Lenders as shall be expressly provided for herein herein) (and shall be fully protected in so acting or in the other Loan Documentsrefraining from acting), ; provided that no an Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose such Agent or any of its Affiliates to liability or that is contrary to any Loan Document or applicable lawLaw, including, for the avoidance of doubt, any action that may be in violation of the automatic stay (if any) under any Debtor Relief Law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Debtor Relief Law, and (iii) shall not, except as expressly set forth herein, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Affiliates that is communicated to or obtained by such Agent or any of its Affiliates in any capacity. No Agent shall be required to expend or risk its own funds in the exercise of any of its rights or powers if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. (b) No Agent shall be liable for any action taken or not taken by it (i) with the consent or at the request of the Required Lenders or the Administrative Agent in the case of the Collateral Agent (or such other number or percentage of the Lenders as shall be necessary, or as such Agent shall believe in good faith shall be necessary, under the circumstances as provided in Section 9.2 10.01 or 11.1Section 8.02) or (ii) in the absence of its own gross negligence or willful misconduct, as determined by a court of competent jurisdiction in a final non-appealable judgment or order. No Agent shall be deemed to have knowledge of any Default or Event of Default or the event or events that give or may give rise to any Default or Event of Default unless and until the Borrower or any Lender Party shall have given notice to such Agent describing such Default or Event of Default and such event or events. (c) No Agent or Arranger nor any member of such an Agent’s Group shall be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty, representation or other information made or supplied in or in connection with this Agreement, Agreement or any other Loan Document or the Disclosure DocumentsDocument, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith 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 terms, conditions or conditions provisions set forth herein or therein in any of the other Loan Documents, or as to the occurrence use of the proceeds of the Loans, or as to the existence or possible existence of any Default or Event of Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document or the perfection or priority of any Lien or security interest created or purported to be created by any Loan Document, hereby or thereby or (v) the value or the sufficiency of any Collateral or (vi) the satisfaction of any condition set forth in Article III IV or elsewhere herein, other than (in the case of the Agent, but subject to the foregoing clause (ii)) to confirm receipt of items expressly required to be delivered to such an Agent. (d) Nothing in this Agreement or any other Loan Document shall require any Agent, Arranger an Agent or any of their respective its Related Persons Parties to carry out any “know your customer” or other checks in relation to any Person on behalf of any Lender Party and each Lender Party confirms to each Agent and each Arranger the Agents that it is solely responsible for any such checks it is required to carry out and that it may not rely on any statement in relation to such checks made by such Agent, such Arranger an Agent or any of their respective its Related PersonsParties. (e) Notwithstanding anything to the contrary contained herein or in any other Loan Document, no Agent, in its capacity as such, shall have any powers, duties or responsibilities under this Agreement or any other Loan Documents, except in its capacity, as applicable, as such Agent hereunder or thereunder.

Duties of the Agents; Exculpatory Provisions. (a) Each An Agent’s duties hereunder and under the other Margin Loan Documents Documentation are solely ministerial and administrative in nature and no Agent shall have any duties or obligations except those expressly set forth herein and in the other Loan Documentsor therein. Without limiting the generality of the foregoing, no an Agent (i) shall not have any duty to take any discretionary action or exercise any discretionary powers, but shall be required to act or refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the written direction of the Required Lenders or the Administrative Agent in the case of the Collateral Agent (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documentsherein), provided that no an Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose such Agent or any of its Affiliates to liability or that it determines in good faith is contrary to any Loan Document this Agreement or applicable lawLaw and (ii) shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing. (b) No Agent shall be liable for any action taken or not taken by it (i) with the consent or at the request of the Required Lenders or the Administrative Agent in the case of the Collateral Agent (or such other number or percentage of the Lenders as shall be necessary, or as such Agent shall believe in good faith shall be necessary, under including for the circumstances as provided avoidance of doubt, Administrative Agent sending an Event of Default Notice at the direction of any Lender, if such Agent believes in Section 9.2 or 11.1good faith that the related Event of Default is of a type that would entitle such Lender to issue such direction) or (ii) in the absence of its own gross negligence or willful misconduct, as determined by a court of competent jurisdiction in a final non-appealable judgment or order. No Agent shall be deemed to have knowledge of any Facility Adjustment Event, Potential Facility Adjustment Event, Mandatory Prepayment Event, Default or Event of Default or the event or events that give or may give rise to any Mandatory Prepayment Event, Default or Event of Default unless and until the Borrower or any Lender Party shall have given notice to such Agent describing such Facility Adjustment Event, Potential Facility Adjustment Event, Mandatory Prepayment Event, Default or Event of Default and such event or events. (c) No Agent or Arranger nor any member of such an Agent’s Group shall be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty, representation or other information made or supplied in or in connection with this Agreement, Agreement or any other Margin Loan Document or the Disclosure DocumentsDocumentation, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith 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 herein or therein or the occurrence of any Facility Adjustment Event, Potential Facility Adjustment Event, Mandatory Prepayment Event, Default or Event of Default, (ivv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Margin Loan Document Documentation or any other agreement, instrument or document or the perfection or priority of any Lien or security interest created or purported to be created by any Loan Document, hereby or thereby or (v) the value or the sufficiency of any Collateral or (vi) the satisfaction of any condition set forth in Article III 4 or elsewhere herein, other than (in the case of the Agent, but subject to the foregoing clause (ii)) to confirm receipt of items expressly required to be delivered to such an Agent. (d) Nothing in this Agreement or any other Loan Document shall require any Agent, Arranger an Agent or any of their respective its Related Persons Parties to carry out any “know your customer” or other checks in relation to any Person on behalf of any Lender Party and each Lender Party confirms to each Agent and each Arranger the Agents that it is solely responsible for any such checks it is required to carry out and that it may not rely on any statement in relation to such checks made by such Agent, such Arranger an Agent or any of their respective its Related PersonsParties.

Duties of the Agents; Exculpatory Provisions. (a) Each An Agent’s duties hereunder and under the other Loan Documents are solely ministerial and administrative in nature and no Agent shall have any duties or obligations except those expressly set forth herein and in the other Loan Documentsor therein. Without limiting the generality of the foregoing, no an Agent (i) 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, (ii) shall not have any duty to take any discretionary action or exercise any discretionary powers, but shall be except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that such Agent is required to act or refrain from acting (and shall be fully protected exercise as directed in so acting or refraining from acting) upon the written direction of writing by the Required Lenders or the Administrative Agent in the case of the Collateral Agent (or such other number or percentage of the Lenders as shall be expressly provided for herein herein) (and shall be fully protected in so acting or in the other Loan Documentsrefraining from acting), ; provided that no an Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose such Agent or any of its Affiliates to liability or that is contrary to any Loan Document or applicable lawLaw, including, for the avoidance of doubt, any action that may be in violation of the automatic stay (if any) under any Debtor Relief Law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Debtor Relief Law, and (iii) shall not, except as expressly set forth herein, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Affiliates that is communicated to or obtained by such Agent or any of its Affiliates in any capacity. No Agent shall be required to expend or risk its own funds in the exercise of any of its rights or powers if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. (b) No Agent shall be liable for any action taken or not taken by it (i) with the consent or at the request of the Required Lenders or the Administrative Agent in the case of the Collateral Agent (or such other number or percentage of the Lenders as shall be necessary, or as such Agent shall believe in good faith shall be necessary, under the circumstances as provided in Section 9.2 10.01 or 11.1Section 8.02) or (ii) in the absence of its own gross negligence or willful misconduct, as determined by a court of competent jurisdiction in a final non-appealable judgment or order. No Agent shall be deemed to have knowledge of any Default or Event of Default or the event or events that give or may give rise to any Default or Event of Default unless and until the Borrower or any Lender Party shall have given notice to such Agent describing such Default or Event of Default and such event or events. (c) No Agent or Arranger nor any member of such an Agent’s Group shall be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty, representation or other information made or supplied in or in connection with this Agreement, any other Loan Document or the Disclosure Documents, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith 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 herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document or the perfection or priority of any Lien or security interest created or purported to be created by any Loan Document, (v) the value or the sufficiency of any Collateral or (vi) the satisfaction of any condition set forth in Article III or elsewhere herein, other than (in the case of the Agent, but subject to the foregoing clause (ii)) to confirm receipt of items expressly required to be delivered to such Agent. (d) Nothing in this Agreement or any other Loan Document shall require any Agent, Arranger or any of their respective Related Persons to carry out any “know your customer” or other checks in relation to any Person on behalf of any Lender Party and each Lender Party confirms to each Agent and each Arranger that it is solely responsible for any such checks it is required to carry out and that it may not rely on any statement in relation to such checks made by such Agent, such Arranger or any of their respective Related Persons.Document,

Duties of the Agents; Exculpatory Provisions. (a) Each An Agent’s duties hereunder and under the other Margin Loan Documents Documentation are solely ministerial and administrative in nature and no Agent shall have any duties or obligations except those expressly set forth herein and in the other Loan Documentsor therein. Without limiting the generality of the foregoing, no an Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, and an Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, but shall be required to act or refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the written direction of the Required Lenders or the Administrative Agent in the case of the Collateral Agent (or such other number or percentage of the Lenders as shall be expressly provided for herein herein) or as explicitly set forth in the Margin Loan Documentation; provided that, other Loan Documents)than explicitly set forth herein, provided that no an Agent shall not be required to take any action thator refrain from acting if, in its opinion or the opinion of its counsel, taking such action or so refraining from acting, as the case may be, may expose such Agent or any of its Affiliates to liability or that is would, as determined by such Agent in good faith, be contrary to any Loan Document this Agreement or applicable lawLaw. (b) No Agent shall be liable for any action taken or not taken by it (i) with the consent or at the request of the Required Lenders or the Administrative Agent in the case of the Collateral Agent (or such other number or percentage of the Lenders as shall be necessary, or as such Agent shall believe in good faith shall be necessary, under including Administrative Agent sending an Event of Default Notice at the circumstances as provided direction of any Lender, if such Agent believes in Section 9.2 or 11.1good faith that the related Event of Default is of a type that would entitle such Lender to issue such direction) or (ii) in the absence of its own gross negligence or willful misconduct, as determined by a court of competent jurisdiction in a final non-appealable judgment or order. No Agent shall be deemed to have knowledge of any Facility Adjustment Event, Mandatory Prepayment Event, Default or Event of Default or the event or events that give or may give rise to any Facility Adjustment Event, Mandatory Prepayment Event, Default or Event of Default unless and until the Borrower or any Lender Party shall have given notice to such Agent describing such Facility Adjustment Event, Mandatory Prepayment Event, Default or Event of Default and such event or events. (c) No Agent or Arranger nor any member of such an Agent’s Group shall be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty, representation or other information made or supplied in or in connection with this Agreement, Agreement or any other Margin Loan Document or the Disclosure DocumentsDocumentation, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith 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 herein or therein or the occurrence of any Facility Adjustment Event, Mandatory Prepayment Event, Default or Event of Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Margin Loan Document Documentation or any other agreement, instrument or document or the perfection or priority of any Lien or security interest created or purported to be created by any Loan Document, hereby or thereby or (v) the value or the sufficiency of any Collateral or (vi) the satisfaction of any condition set forth in Article III 4 or elsewhere herein, other than (in the case of the Agent, but subject to the foregoing clause (ii)) to confirm receipt of items expressly required to be delivered to such an Agent. (d) Nothing in this Agreement or any other Loan Document shall require any Agent, Arranger an Agent or any of their respective its Related Persons Parties to carry out any “know your customer” or other checks in relation to any Person on behalf of any Lender Party and each Lender Party confirms to each Agent and each Arranger the Agents that it is solely responsible for any such checks it is required to carry out and that it may not rely on any statement in relation to such checks made by such Agent, such Arranger an Agent or any of their respective its Related PersonsParties.

Duties of the Agents; Exculpatory Provisions. (a) Each An Agent’s duties hereunder and under the other Loan Documents are solely ministerial and administrative in nature and no Agent shall have any duties or obligations except those expressly set forth herein and in the other Loan Documentsor therein. Without limiting the generality of the foregoing, no an Agent (i) 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, (ii) shall not have any duty to take any discretionary action or exercise any discretionary powers, but shall be except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that such Agent is required to act or refrain from acting (and shall be fully protected exercise as directed in so acting or refraining from acting) upon the written direction of writing by the Required Lenders or the Administrative Agent in the case of the Collateral Agent (or such other number or percentage of the Lenders as shall be expressly provided for herein herein) (and shall be fully protected in so acting or in the other Loan Documentsrefraining from acting), ; provided that no an Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose such Agent or any of its Affiliates to liability or that is contrary to any Loan Document or applicable lawLaw, including, for the avoidance of doubt, any action that may be in violation of the automatic stay (if any) under any Debtor Relief Law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Debtor Relief Law, and (iii) shall not, except as expressly set forth herein, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Affiliates that is communicated to or obtained by such Agent or any of its Affiliates in any capacity. (b) No Agent shall be liable for any action taken or not taken by it (i) with the consent or at the request of the Required Lenders or the Administrative Agent in the case of the Collateral Agent (or such other number or percentage of the Lenders as shall be necessary, or as such Agent shall believe in good faith shall be necessary, under the circumstances as provided in Section 9.2 10.01 or 11.1Section 8.02) or (ii) in the absence of its own gross negligence or willful misconduct, as determined by a court of competent jurisdiction in a final non-appealable judgment or order. No Agent shall be deemed to have knowledge of any Default or Event of Default or the event or events that give or may give rise to any Default or Event of Default unless and until the Borrower or any Lender Party shall have given notice to such Agent describing such Default or Event of Default and such event or events. (c) No Agent or Arranger nor any member of such an Agent’s Group shall be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty, representation or other information made or supplied in or in connection with this Agreement, Agreement or any other Loan Document or the Disclosure DocumentsDocument, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith 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 terms, conditions or conditions provisions set forth herein or therein in any of the other Loan Documents, or as to the occurrence use of the proceeds of the Loans, or as to the existence or possible existence of any Default or Event of Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document or the perfection or priority of any Lien or security interest created or purported to be created by any Loan Document, hereby or thereby or (v) the value or the sufficiency of any Collateral or (vi) the satisfaction of any condition set forth in Article III IV or elsewhere herein, other than (in the case of the Agent, but subject to the foregoing clause (ii)) to confirm receipt of items expressly required to be delivered to such an Agent. (d) Nothing in this Agreement or any other Loan Document shall require any Agent, Arranger an Agent or any of their respective its Related Persons Parties to carry out any “know your customer” or other checks in relation to any Person on behalf of any Lender Party and each Lender Party confirms to each Agent and each Arranger the Agents that it is solely responsible for any such checks it is required to carry out and that it may not rely on any statement in relation to such checks made by such Agent, such Arranger an Agent or any of their respective its Related PersonsParties. (e) Notwithstanding anything to the contrary contained herein or in any other Loan Document, no Agent, in its capacity as such, shall have any powers, duties or responsibilities under this Agreement or any other Loan Documents, except in its capacity, as applicable, as such Agent hereunder or thereunder.

Duties of the Agents; Exculpatory Provisions. (a) Each An Agent’s duties hereunder and under the other Loan Documents are solely ministerial and administrative in nature and no Agent shall have any duties or obligations except those expressly set forth herein and in the other Loan Documentsor therein. Without limiting the generality of the foregoing, no an Agent (i) 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, (ii) shall not have any duty to take any discretionary action or exercise any discretionary powers, but shall be required to act or refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the written direction of the Required Lenders or the Administrative Agent in the case of the Collateral Agent (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documentsherein), ; provided that no an Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose such Agent or any of its Affiliates to liability or that is contrary to any Loan Document or applicable lawLaw, including, for the avoidance of doubt, any action that may be in violation of the automatic stay (if any) under any Debtor Relief Law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Debtor Relief Law, and (iii) shall not, except as expressly set forth herein, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Affiliates that is communicated to or obtained by such Agent or any of its Affiliates in any capacity. (b) No Agent shall be liable for any action taken or not taken by it (i) with the consent or at the request of the Required Lenders or the Administrative Agent in the case of the Collateral Agent (or such other number or percentage of the Lenders as shall be necessary, or as such Agent shall believe in good faith shall be necessary, under the circumstances as provided in Section 9.2 10.01 or 11.1Section 8.02) or (ii) in the absence of its own gross negligence or willful misconduct, as determined by a court of competent jurisdiction in a final non-appealable judgment or order. No Agent shall be deemed to have knowledge of any Default or Event of Default or the event or events that give or may give rise to any Default or Event of Default unless and until the Borrower or any Lender Party shall have given notice to such Agent describing such Default or Event of Default and such event or events. (c) No Agent or Arranger nor any member of such an Agent’s Group shall be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty, representation or other information made or supplied in or in connection with this Agreement, Agreement or any other Loan Document or the Disclosure DocumentsDocument, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith 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 herein or therein or the occurrence of any Default or Event of Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document or the perfection or priority of any Lien or security interest created or purported to be created by any Loan Document, hereby or thereby or (v) the value or the sufficiency of any Collateral or (vi) the satisfaction of any condition set forth in Article III IV or elsewhere herein, other than (in the case of the Agent, but subject to the foregoing clause (ii)) to confirm receipt of items expressly required to be delivered to such an Agent. (d) Nothing in this Agreement or any other Loan Document shall require any Agent, Arranger an Agent or any of their respective its Related Persons Parties to carry out any “know your customer” or other checks in relation to any Person on behalf of any Lender Party and each Lender Party confirms to each Agent and each Arranger the Agents that it is solely responsible for any such checks it is required to carry out and that it may not rely on any statement in relation to such checks made by such Agent, such Arranger an Agent or any of their respective its Related PersonsParties.

Duties of the Agents; Exculpatory Provisions. (a) Each An Agent’s duties hereunder and under the other Loan Documents are solely ministerial and administrative in nature and no Agent shall have any duties or obligations except those expressly set forth herein and in the other Loan Documentsor therein. Without limiting the generality of the foregoing, no an Agent (i) 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, (ii) shall not have any duty to take any discretionary action or exercise any discretionary powers, but shall be except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that such Agent is required to act or refrain from acting (and shall be fully protected exercise as directed in so acting or refraining from acting) upon the written direction of writing by the Required Lenders or the Administrative Agent in the case of the Collateral Agent (or such other number or percentage of the Lenders as shall be expressly provided for herein herein) (and shall be fully protected in so acting or in the other Loan Documentsrefraining from acting), ; provided that no an Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose such Agent or any of its Affiliates to liability or that is contrary to any Loan Document or applicable lawLaw, including, for the avoidance of doubt, any action that may be in violation of the automatic stay (if any) under any Debtor Relief Law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Debtor Relief Law, and (iii) shall not, except as expressly set forth herein, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Affiliates that is communicated to or obtained by such Agent or any of its Affiliates in any capacity. No Agent shall be required to expend or risk its own funds in the exercise of any of its rights or powers if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. (b) No Agent shall be liable for any action taken or not taken by it (i) with the consent or at the request of the Required Lenders or the Administrative Agent in the case of the Collateral Agent (or such other number or percentage of the Lenders as shall be necessary, or as such Agent shall believe in good faith shall be necessary, under the circumstances as provided in Section 9.2 10.01 or 11.1Section 8.02) or (ii) in the absence of its own gross negligence or willful misconduct, as determined by a court of competent jurisdiction in a final non-appealable judgment or order. No Agent shall be deemed to have knowledge of any Default or Event of Default or the event or events that give or may give rise to any Default or Event of Default unless and until the Borrower or any Lender Party shall have given notice to such Agent describing such Default or Event of Default and such event or events. (c) No Agent or Arranger nor any member of such an Agent’s Group shall be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty, representation or other information made or supplied in or in connection with this Agreement, Agreement or any other Loan Document or the Disclosure DocumentsDocument, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith 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 terms, conditions or conditions provisions set forth herein or therein in any of the other Loan Documents, or as to the occurrence use of the proceeds of the Loans, or as to the existence or possible existence of any Default or Event of Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any ​ other Loan Document or any other agreement, instrument or document or the perfection or priority of any Lien or security interest created or purported to be created by any Loan Document, hereby or thereby or (v) the value or the sufficiency of any Collateral or (vi) the satisfaction of any condition set forth in Article III IV or elsewhere herein, other than (in the case of the Agent, but subject to the foregoing clause (ii)) to confirm receipt of items expressly required to be delivered to such an Agent. (d) Nothing in this Agreement or any other Loan Document shall require any Agent, Arranger an Agent or any of their respective its Related Persons Parties to carry out any “know your customer” or other checks in relation to any Person on behalf of any Lender Party and each Lender Party confirms to each Agent and each Arranger the Agents that it is solely responsible for any such checks it is required to carry out and that it may not rely on any statement in relation to such checks made by such Agent, such Arranger an Agent or any of their respective its Related PersonsParties. (e) Notwithstanding anything to the contrary contained herein or in any other Loan Document, no Agent, in its capacity as such, shall have any powers, duties or responsibilities under this Agreement or any other Loan Documents, except in its capacity, as applicable, as such Agent hereunder or thereunder. (f) If the Administrative Agent shall request instructions from the Required Lenders with respect to any act or action (including failure to act) in connection with this Agreement or any other Loan Document, the Administrative Agent shall be entitled to refrain from such act or taking such action unless and until the Administrative Agent shall have received instructions from the Required Lenders, and the Administrative Agent shall not incur liability to any Person by reason of so refraining. Without limiting the foregoing, the Lenders shall not have any right of action whatsoever against the Administrative Agent as a result of its acting or refraining from acting hereunder in accordance with the instructions of the Required Lenders.

Duties of the Agents; Exculpatory Provisions. (a) Each An Agent’s duties hereunder and under the other Loan Documents are solely ministerial and administrative in nature and no Agent shall have any duties or obligations except those expressly set forth herein and in the other Loan Documentsor therein. Without limiting the generality of the foregoing, no an Agent (i) 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, (ii) shall not have any duty to take any discretionary action or exercise any discretionary powers, but shall be except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that such Agent is required to act or refrain from acting (and shall be fully protected exercise as directed in so acting or refraining from acting) upon the written direction of writing by the Required Lenders or the Administrative Agent in the case of the Collateral Agent (or such other number or percentage of the Lenders as shall be expressly provided for herein herein) (and shall be fully protected in so acting or in the other Loan Documentsrefraining from acting), ; provided that no an Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose such Agent or any of its Affiliates to liability or that is contrary to any Loan Document or applicable lawLaw, including, for the avoidance of doubt, any action that may be in violation of the automatic stay (if any) under any Debtor Relief Law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Debtor Relief Law, and (iii) shall not, except as expressly set forth herein, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Affiliates that is communicated to or obtained by such Agent or any of its Affiliates in any capacity. No Agent shall be required to expend or risk its own funds in the exercise of any of its rights or powers if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. (b) No Agent shall be liable for any action taken or not taken by it (i) with the consent or at the request of the Required Lenders or the Administrative Agent in the case of the Collateral Agent (or such other number or percentage of the Lenders as shall be necessary, or as such Agent shall believe in good faith shall be necessary, under the circumstances as provided in Section 9.2 10.01 or 11.1Section 8.02) or (ii) in the absence of its own gross negligence or willful misconduct, as determined by a court of competent jurisdiction in a final non-appealable judgment or order. No Agent shall be deemed to have knowledge of any Default or Event of Default or the event or events that give or may give rise to any Default or Event of Default unless and until the Borrower or any Lender Party shall have given notice to such Agent describing such Default or Event of Default and such event or events. (c) No Agent or Arranger nor any member of such an Agent’s Group shall be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty, representation or other information made or supplied in or in connection with this Agreement, Agreement or any other Loan Document or the Disclosure DocumentsDocument, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith 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 ​ terms, conditions or conditions provisions set forth herein or therein in any of the other Loan Documents, or as to the occurrence use of the proceeds of the Loans, or as to the existence or possible existence of any Default or Event of Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document or the perfection or priority of any Lien or security interest created or purported to be created by any Loan Document, hereby or thereby or (v) the value or the sufficiency of any Collateral or (vi) the satisfaction of any condition set forth in Article III IV or elsewhere herein, other than (in the case of the Agent, but subject to the foregoing clause (ii)) to confirm receipt of items expressly required to be delivered to such an Agent. (d) Nothing in this Agreement or any other Loan Document shall require any Agent, Arranger an Agent or any of their respective its Related Persons Parties to carry out any “know your customer” or other checks in relation to any Person on behalf of any Lender Party and each Lender Party confirms to each Agent and each Arranger the Agents that it is solely responsible for any such checks it is required to carry out and that it may not rely on any statement in relation to such checks made by such Agent, such Arranger an Agent or any of their respective its Related PersonsParties. (e) Notwithstanding anything to the contrary contained herein or in any other Loan Document, no Agent, in its capacity as such, shall have any powers, duties or responsibilities under this Agreement or any other Loan Documents, except in its capacity, as applicable, as such Agent hereunder or thereunder. (f) If the Administrative Agent shall request instructions from the Required Lenders with respect to any act or action (including failure to act) in connection with this Agreement or any other Loan Document, the Administrative Agent shall be entitled to refrain from such act or taking such action unless and until the Administrative Agent shall have received instructions from the Required Lenders, and the Administrative Agent shall not incur liability to any Person by reason of so refraining. Without limiting the foregoing, the Lenders shall not have any right of action whatsoever against the Administrative Agent as a result of its acting or refraining from acting hereunder in accordance with the instructions of the Required Lenders.

Duties of the Agents; Exculpatory Provisions. (a) Each An Agent’s duties hereunder and under the other Margin Loan Documents Documentation are solely ministerial and administrative in nature and no Agent shall have any duties or obligations except those expressly set forth herein and in the other Loan Documentsor therein. Without limiting the generality of the foregoing, no an Agent (i) shall not have any duty to take any discretionary action or exercise any discretionary powers, but shall be required to act or refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the written direction of the Required Lenders or the Administrative Agent in the case of the Collateral Agent (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documentsherein), provided that no an Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose such Agent or any of its Affiliates to liability or that it determines in good faith is contrary to any Loan Document this Agreement or applicable lawLaw, (ii) shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, and (iii) except as expressly set forth herein, an Agent shall not have any duty to disclose, 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 bank serving as Agent or any of its Affiliates in any capacity. (b) No Agent shall be liable for any action taken or not taken by it (i) with the consent or at the request of the Required Lenders or the Administrative Agent in the case of the Collateral Agent (or such other number or percentage of the Lenders as shall be necessarynecessary under the circumstances as provided in Section 9.01, or as such Agent shall believe in good faith shall be necessary, under including for the circumstances as provided avoidance of doubt, Administrative Agent sending an Event of Default Notice at the direction of any Lender, if such Agent believes in Section 9.2 or 11.1good faith that the related Event of Default is of a type that would entitle such Lender to issue such direction) or (ii) in the absence of its own gross negligence or willful misconduct, as determined by a court of competent jurisdiction in a final non-appealable judgment or order. No Agent shall be deemed to have knowledge of any Facility Adjustment Event, Potential Facility Adjustment Event, Mandatory Prepayment Event, Default or Event of Default or the event or events that give or may give rise to any Mandatory Prepayment Event, Default or Event of Default unless and until the Borrower or any Lender Party shall have given written notice to such Agent describing such Facility Adjustment Event, Potential Facility Adjustment Event, Mandatory Prepayment Event, Default or Event of Default and such event or events. (c) No Agent or Arranger nor any member of such an Agent’s Group shall be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty, representation or other information made or supplied in or in connection with this Agreement, Agreement or any other Margin Loan Document or the Disclosure DocumentsDocumentation, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith 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 herein or therein or the occurrence of any Facility Adjustment Event, Potential Facility Adjustment Event, Mandatory Prepayment Event, Default or Event of Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Margin Loan Document Documentation or any other agreement, instrument or document or the perfection or priority of any Lien or security interest created or purported to be created by any Loan Document, hereby or thereby or (v) the value or the sufficiency of any Collateral or (vi) the satisfaction of any condition set forth in Section 2.13 or Article III 4 or elsewhere herein, other than (in the case of the Agent, but subject to the foregoing clause (ii)) to confirm receipt of items expressly required to be delivered to such an Agent. (d) Nothing in this Agreement or any other Loan Document shall require any Agent, Arranger an Agent or any of their respective its Related Persons Parties to carry out any “know your customer” or other checks in relation to any Person on behalf of any Lender Party and each Lender Party confirms to each Agent and each Arranger the Agents that it is solely responsible for any such checks it is required to carry out and that it may not rely on any statement in relation to such checks made by such Agent, such Arranger an Agent or any of their respective its Related PersonsParties.

Duties of the Agents; Exculpatory Provisions. (a) Each Agent’s duties hereunder and under the other Loan Credit Documents are solely ministerial and administrative in nature and no Agent shall have any duties or obligations except those expressly set forth herein and in the other Loan Credit Documents. Without limiting the generality of the foregoing, no Agent shall have any duty to take any discretionary action or exercise any discretionary powers, but shall be required to act or refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the written direction of the Required Lenders or the Administrative Agent in the case of the Collateral Agent (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Credit Documents), ; provided that no Agent shall be required to take any action that, in its opinion or the opinion of its counsel, may expose such Agent or any of its Affiliates to liability or that is contrary to any Loan Credit Document or applicable law. (b) No Agent shall be liable for any action taken or not taken by it (i) with the consent or at the request of the Required Lenders or the Administrative Agent in the case of the Collateral Agent (or such other number or percentage of the Lenders as shall be necessary, or as such Agent shall believe in good faith shall be necessary, under the circumstances as provided in Section 9.2 Sections 13.1 or 11.111) or (ii) in the absence of its own gross negligence or willful misconduct, as determined by a court of competent jurisdiction in a final non-appealable judgment or order. No Each Agent shall be deemed not to have knowledge of any Default or Event of Default or the event or events that give or may give rise to any Default or Event of Default unless and until the Borrower or any Lender Party shall have given notice to such Agent describing such Default or Event of Default and such event or events. (c) No Agent or Arranger nor any member of such the Agent’s Group shall be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty, representation or other information made or supplied in or in connection with this Agreement, Agreement or any other Loan Document or the Disclosure Documents, Credit Document; (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith 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 herein or therein or the occurrence of any Default or Event of Default, ; (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Credit Document or any other agreement, instrument or document or the perfection or priority of any Lien or security interest created or purported to be created by any Loan Documentthe Security Documents, or (v) the value or the sufficiency of any Collateral or (vi) the satisfaction of any condition set forth in Article III Section 6 or elsewhere herein, other than (in the case of the Agent, but subject to the foregoing clause (ii)) to confirm receipt of items expressly required to be delivered to such Agent. (d) Nothing in this Agreement or any other Loan Credit Document shall require any Agent, Arranger Agent or any of their respective its Related Persons Parties to carry out any “know your customer” or other checks in relation re- lation to any Person person on behalf of any Lender Party and each Lender Party confirms to each Agent and each Arranger that it is solely responsible for any such checks it is required to carry out and that it may not rely on any statement in relation to such checks made by such Agent, such Arranger Agent or any of their respective its Related PersonsParties.

Duties of the Agents; Exculpatory Provisions. (a) Each An Agent’s duties hereunder and under the other Loan Documents are solely ministerial and administrative in nature and no Agent shall have any duties or obligations except those expressly set forth herein and in the other Loan Documentsor therein. Without limiting the generality of the foregoing, no an Agent (i) 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, (ii) shall not have any duty to take any discretionary action or exercise any discretionary powers, but shall be except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents, that such Agent is required to act or refrain from acting (and shall be fully protected exercise as directed in so acting or refraining from acting) upon the written direction of writing by the Required Lenders or the Administrative Agent in the case of the Collateral Agent (or such other number or percentage of the Lenders as shall be expressly provided for herein herein) (and shall be fully protected in so acting or in the other Loan Documentsrefraining from acting), ; provided that no an Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose such Agent or any of its Affiliates to liability or that is contrary to any Loan Document or applicable lawLaw, including, for the avoidance of doubt, any action that may be in violation of the automatic stay (if any) under any Debtor Relief Law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Debtor Relief Law, and (iii) shall not, except as expressly set forth herein, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Affiliates that is communicated to or obtained by such Agent or any of its Affiliates in any capacity. (b) No Agent shall be liable for any action taken or not taken by it (i) with the consent or at the request of the Required Lenders or the Administrative Agent in the case of the Collateral Agent (or such other number or percentage of the Lenders as shall be necessary, or as such Agent shall believe in good faith shall be necessary, under the circumstances as provided in Section 9.2 10.01 or 11.1Section 8.02) or (ii) in the absence of its own gross negligence or willful misconduct, as determined by a court of competent jurisdiction in a final non-appealable judgment or order. No Agent shall be deemed to have knowledge of any Default or Event of Default or the event or events that give or may give rise to any Default or Event of Default unless and until the Borrower or any Lender Party shall have given notice to such Agent describing such Default or Event of Default and such event or events. (c) No Agent or Arranger nor any member of such an Agent’s Group shall be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty, representation or other information made or supplied in or in connection with this Agreement, Agreement or any other Loan Document or the Disclosure DocumentsDocument, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith 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 terms, conditions or conditions provisions set forth herein or therein in any of the other Loan Documents, or as to the occurrence use of the proceeds of the Loans, or as to the existence or possible existence of any Default or Event of Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document or the perfection or priority of any Lien or security interest created or purported to be created by any Loan Document, hereby or thereby or (v) the value or the sufficiency of any Collateral or (vi) the satisfaction of any condition set forth in Article III IV or elsewhere herein, other than (in the case of the Agent, but subject to the foregoing clause (ii)) above) to confirm receipt of items expressly required to be delivered to such an Agent. (d) Nothing in this Agreement or any other Loan Document shall require any Agent, Arranger an Agent or any of their respective its Related Persons Parties to carry out any “know your customer” or other checks in relation to any Person on behalf of any Lender Party and each Lender Party confirms to each Agent and each Arranger the Agents that it is solely responsible for any such checks it is required to carry out and that it may not rely on any statement in relation to such checks made by such Agent, such Arranger an Agent or any of their respective its Related PersonsParties. (e) Notwithstanding anything to the contrary contained herein or in any other Loan Document, no Agent, in its capacity as such, shall have any powers, duties or responsibilities under this Agreement or any other Loan Documents, except in its capacity, as applicable, as such Agent hereunder or thereunder.

Duties of the Agents; Exculpatory Provisions. (a) Each An Agent’s duties hereunder and under the other Loan Documents are solely ministerial and administrative in nature and no Agent shall have any duties or obligations except those expressly set forth herein and in the other Loan Documentsor therein. Without limiting the generality of the foregoing, no an Agent (i) 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, (ii) shall not have any duty to take any discretionary action or exercise any discretionary powers, but shall be except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that such Agent is required to act or refrain from acting (and shall be fully protected exercise as directed in so acting or refraining from acting) upon the written direction of writing by the Required Lenders or the Administrative Agent in the case of the Collateral Agent (or such other number or percentage of the Lenders as shall be expressly provided for herein herein) (and shall be fully protected in so acting or in the other Loan Documentsrefraining from acting), ; provided that no an Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose such Agent or any of its Affiliates to liability or that is contrary to any Loan Document or applicable lawLaw, including, for the avoidance of doubt, any action that may be in violation of the automatic stay (if any) under any Debtor Relief Law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Debtor Relief Law, and (iii) shall not, except as expressly set forth herein, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Affiliates that is communicated to or obtained by such Agent or any of its Affiliates in any capacity. No Agent shall be required to expend or risk its own funds in the exercise of any of its rights or powers if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. (b) No Agent shall be liable for any action taken or not taken by it (i) with the consent or at the request of the Required Lenders or the Administrative Agent in the case of the Collateral Agent (or such other number or percentage of the Lenders as shall be necessary, or as such Agent shall believe in good faith shall be necessary, under the circumstances as provided in Section 9.2 10.01 or 11.1Section 8.02) or (ii) in the absence of its own gross negligence or willful misconduct, as determined by a court of competent jurisdiction in a final non-appealable judgment or order. No Agent shall be deemed to have knowledge of any Default or Event of Default or the event or events that give or may give rise to any Default or Event of Default unless and until the Borrower or any Lender Party shall have given notice to such Agent describing such Default or Event of Default and such event or events. (c) No Agent or Arranger nor any member of such an Agent’s Group shall be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty, representation or other information made or supplied in or in connection with this Agreement, any other Loan Document or the Disclosure Documents, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith 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 herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document or the perfection or priority of any Lien or security interest created or purported to be created by any Loan Document, (v) the value or the sufficiency of any Collateral or (vi) the satisfaction of any condition set forth in Article III or elsewhere herein, other than (in the case of the Agent, but subject to the foregoing clause (ii)) to confirm receipt of items expressly required to be delivered to such Agent. (d) Nothing in this Agreement or any other Loan Document shall require any Agent, Arranger or any of their respective Related Persons to carry out any “know your customer” or other checks in relation to any Person on behalf of any Lender Party and each Lender Party confirms to each Agent and each Arranger that it is solely responsible for any such checks it is required to carry out and that it may not rely on any statement in relation to such checks made by such Agent, such Arranger or any of their respective Related Persons.other

Duties of the Agents; Exculpatory Provisions. (a) Each An Agent’s duties hereunder and under the other Loan Documents are solely ministerial and administrative in nature and no Agent shall have any duties or obligations except those expressly set forth herein and in the other Loan Documentsor therein. Without limiting the generality of the foregoing, no an Agent (i) 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, (ii) shall not have any duty to take any discretionary action or exercise any discretionary powers, but shall be except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that such Agent is required to act or refrain from acting (and shall be fully protected exercise as directed in so acting or refraining from acting) upon the written direction of writing by the Required Lenders or the Administrative Agent in the case of the Collateral Agent (or such other number or percentage of the Lenders as shall be expressly provided for herein herein) (and shall be fully protected in so acting or in the other Loan Documentsrefraining from acting), ; provided that no an Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose such Agent or any of its Affiliates to liability or that is contrary to any Loan Document or applicable lawLaw, including, for the avoidance of doubt, any action that may be in violation of the automatic stay (if any) under any Debtor Relief Law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Debtor Relief Law, and (iii) shall not, except as expressly set forth herein, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Affiliates that is communicated to or obtained by such Agent or any of its Affiliates in any capacity. No Agent shall be required to expend or risk its own funds in the exercise of any of its rights or powers if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. (b) No Agent shall be liable for any action taken or not taken by it (i) with the consent or at the request of the Required Lenders or the Administrative Agent in the case of the Collateral Agent (or such other number or percentage of the Lenders as shall be necessary, or as such Agent shall believe in good faith shall be necessary, under the circumstances as provided in Section 9.2 10.01 or 11.1Section 8.02) or (ii) in the absence of its own gross negligence or willful misconduct, as determined by a court of competent jurisdiction in a final non-appealable judgment or order. No Agent shall be deemed to have knowledge of any Default or Event of Default or the event or events that give or may give rise to any Default or Event of Default unless and until the Borrower or any Lender Party shall have given notice to such Agent describing such Default or Event of Default and such event or events. (c) No Agent or Arranger nor any member of such an Agent’s Group shall be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty, representation or other information made or supplied in or in connection with this Agreement, Agreement or any other Loan Document or the Disclosure DocumentsDocument, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith 1661860.04-NYCSR03A - MSW 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 terms, conditions or conditions provisions set forth herein or therein in any of the other Loan Documents, or as to the occurrence use of the proceeds of the Loans, or as to the existence or possible existence of any Default or Event of Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document or the perfection or priority of any Lien or security interest created or purported to be created by any Loan Document, hereby or thereby or (v) the value or the sufficiency of any Collateral or (vi) the satisfaction of any condition set forth in Article III IV or elsewhere herein, other than (in the case of the Agent, but subject to the foregoing clause (ii)) to confirm receipt of items expressly required to be delivered to such an Agent. (d) Nothing in this Agreement or any other Loan Document shall require any Agent, Arranger an Agent or any of their respective its Related Persons Parties to carry out any “know your customer” or other checks in relation to any Person on behalf of any Lender Party and each Lender Party confirms to each Agent and each Arranger the Agents that it is solely responsible for any such checks it is required to carry out and that it may not rely on any statement in relation to such checks made by such Agent, such Arranger an Agent or any of their respective its Related PersonsParties. (e) Notwithstanding anything to the contrary contained herein or in any other Loan Document, no Agent, in its capacity as such, shall have any powers, duties or responsibilities under this Agreement or any other Loan Documents, except in its capacity, as applicable, as such Agent hereunder or thereunder.

Duties of the Agents; Exculpatory Provisions. (a) Each An Agent’s duties hereunder and under the other Margin Loan Documents Documentation are solely ministerial and administrative in nature and no Agent shall have any duties or obligations except those expressly set forth herein and in the other Loan Documentsor therein. Without limiting the generality of the foregoing, no an Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, but shall be required to act or refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the written direction of the Required Lenders or the Administrative Agent in the case of the Collateral Agent (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documentsherein), provided that no an Agent shall not be required to take any action thator refrain from acting if, in its opinion or the opinion of its counsel, taking such action or so refraining from acting, as the case may be, may expose such Agent or any of its Affiliates to liability or that is would, as determined by such Agent in good faith, be contrary to any Loan Document this Agreement or applicable lawLaw. (b) No Except for any obligations explicitly set forth herein, no Agent shall be liable for any action taken or not taken by it (i) with the consent or at the request of the Required Lenders or the Administrative Agent in the case of the Collateral Agent (or such other number or percentage of the Lenders as shall be necessary, or as such Agent shall believe in good faith shall be necessary, under including for the circumstances as provided avoidance of doubt, Administrative Agent sending an Event of Default Notice at the direction of any Lender, if such Agent believes in Section 9.2 or 11.1good faith that the related Event of Default is of a type that would entitle such Lender to issue such direction) or (ii) in the absence of its own gross negligence or willful misconduct, as determined by a court of competent jurisdiction in a final non-appealable judgment or order. No Agent shall be deemed to have knowledge of any Facility Adjustment Event, Potential Facility Adjustment Event, Mandatory Prepayment Event, Default or Event of Default or the event or events that give or may give rise to any Mandatory Prepayment Event, Default or Event of Default unless and until the any Borrower or any Lender Party shall have given notice to such Agent describing such Facility Adjustment Event, Potential Facility Adjustment Event, Mandatory Prepayment Event, Default or Event of Default and such event or events. (c) No Agent or Arranger nor any member of such an Agent’s Group shall be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty, representation or other information made or supplied in or in connection with this Agreement, Agreement or any other Margin Loan Document or the Disclosure DocumentsDocumentation, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith 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 herein or therein or the occurrence of any Facility Adjustment Event, Potential Facility Adjustment Event, Mandatory Prepayment Event, Default or Event of Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Margin Loan Document Documentation or any other agreement, instrument or document or the perfection or priority of any Lien or security interest created or purported to be created by any Loan Document, hereby or thereby or (v) the value or the sufficiency of any Collateral or (vi) the satisfaction of any condition set forth in Article III Section 4.01 or elsewhere herein, other than (in the case of the Agent, but subject to the foregoing clause (ii)) to confirm receipt of items expressly required to be delivered to such an Agent. (d) Nothing in this Agreement or any other Loan Document shall require any Agent, Arranger an Agent or any of their respective its Related Persons Parties to carry out any “know your customer” or other checks in relation to any Person on behalf of any Lender Party and each Lender Party confirms to each Agent and each Arranger the Agents that it is solely responsible for any such checks it is required to carry out and that it may not rely on any statement in relation to such checks made by such Agent, such Arranger an Agent or any of their respective its Related PersonsParties.

Duties of the Agents; Exculpatory Provisions. (a) Each An Agent’s duties hereunder and under the other Loan Documents are solely ministerial and administrative in nature and no Agent shall have any duties or obligations except those expressly set forth herein and in the other Loan Documentsor therein. Without limiting the generality of the foregoing, no an Agent (i) 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, (ii) shall not have any duty to take any discretionary action or exercise any discretionary powers, but shall be required to act or refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the written direction of the Required Lenders or the Administrative Agent in the case of the Collateral Agent (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documentsherein), ; provided that no an Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose such Agent or any of its Affiliates to liability or that is contrary to any Loan Document or applicable law.its (b) No Agent shall be liable for any action taken or not taken by it (i) with the consent or at the request of the Required Lenders or the Administrative Agent in the case of the Collateral Agent (or such other number or percentage of the Lenders as shall be necessary, or as such Agent shall believe in good faith shall be necessary, under the circumstances as provided in Section 9.2 10.01 or 11.1Section 8.02) or (ii) in the absence of its own gross negligence or willful misconduct, as determined by a court of competent jurisdiction in a final non-appealable judgment or order. No Agent shall be deemed to have knowledge of any Default or Event of Default or the event or events that give or may give rise to any Default or Event of Default unless and until the Borrower or any Lender Party shall have given notice to such Agent describing such Default or Event of Default and such event or events. (c) No Agent or Arranger nor any member of such an Agent’s Group shall be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty, representation or other information made or supplied in or in connection with this Agreement, Agreement or any other Loan Document or the Disclosure DocumentsDocument, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith 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 herein or therein or the occurrence of any Default or Event of Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document or the perfection or priority of any Lien or security interest created or purported to be created by any Loan Document, hereby or thereby or (v) the value or the sufficiency of any Collateral or (vi) the satisfaction of any condition set forth in Article III IV or elsewhere herein, other than (in the case of the Agent, but subject to the foregoing clause (ii)) to confirm receipt of items expressly required to be delivered to such an Agent. (d) Nothing in this Agreement or any other Loan Document shall require any Agent, Arranger an Agent or any of their respective its Related Persons Parties to carry out any “know your customer” or other checks in relation to any Person on behalf of any Lender Party and each Lender Party confirms to each Agent and each Arranger the Agents that it is solely responsible for any such checks it is required to carry out and that it may not rely on any statement in relation to such checks made by such Agent, such Arranger an Agent or any of their respective its Related PersonsParties.

Duties of the Agents; Exculpatory Provisions. (a) Each An Agent’s duties hereunder and under the other Margin Loan Documents Documentation are solely ministerial and administrative in nature and no Agent shall have any duties or obligations except those expressly set forth herein or therein. The Administrative Agent shall not have any fiduciary relationship with any lender or the Borrower, and in no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Margin Loan Documentation or otherwise exist against the other Loan DocumentsAdministrative Agent. Without limiting the generality of the foregoing, no an Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, but shall be required to act or refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the written direction of the Required Lenders or the Administrative Agent in the case of the Collateral Agent (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documentsherein), provided that no an Agent shall not be required to take any action thator refrain from acting if, in its opinion or the opinion of its counsel, taking such action or so refraining from acting, as the case may be, may expose such Agent or any of its Affiliates to liability or that is would, as determined by such Agent in good faith, be contrary to any Loan Document this Agreement or applicable lawLaw. (b) No Except for any obligations explicitly set forth herein, no Agent shall be liable for any action taken or not taken by it (i) with the consent or at the request of the Required Lenders or the Administrative Agent in the case of the Collateral Agent (or such other number or percentage of the Lenders as shall be necessary, or as such Agent shall believe in good faith shall be necessary, under including for the circumstances as provided avoidance of doubt, Calculation Agent sending an Event of Default Notice at the direction of any Lender, if such Agent believes in Section 9.2 or 11.1good faith that the related Event of Default is of a type that would entitle such Lender to issue such direction) or (ii) in the absence of its own gross negligence or willful misconduct, misconduct (as determined by a court of competent jurisdiction in a final non-appealable judgment or orderdecision of a court of competent jurisdiction). No Agent shall be deemed to have knowledge of any Facility Adjustment Event, Potential Facility Adjustment Event, Mandatory Prepayment Event, Default or Event of Default or the event or events that give or may give rise to any Mandatory Prepayment Event, Default or Event of Default unless and until the Borrower or any Lender Party shall have given notice to such Agent describing such Facility Adjustment Event, Potential Facility Adjustment Event, Mandatory Prepayment Event, Default or Event of Default and such event or events. (c) No Agent or Arranger nor any member of such an Agent’s Group shall be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty, representation or other information made or supplied in or in connection with this Agreement, Agreement or any other Margin Loan Document or the Disclosure DocumentsDocumentation, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith 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 herein or therein or the occurrence of any Facility Adjustment Event, Potential Facility Adjustment Event, Mandatory Prepayment Event, Default or Event of Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Margin Loan Document Documentation or any other agreement, instrument or document or the perfection or priority of any Lien or security interest created or purported to be created by any Loan Document, hereby or thereby or (v) the value or the sufficiency of any Collateral or (vi) the satisfaction of any condition set forth in Article III Section 4.01 or elsewhere herein. For the purpose of determining satisfaction with the conditions precedent specified in Article 4, other than (in the case of the AgentAdministrative Agent may conclusively assume that each Lender that has signed and delivered this Agreement or funded an applicable Loan shall be deemed to have accepted, but subject to the foregoing clause (ii)) to confirm receipt of items expressly required and to be delivered to such Agentsatisfied with, each document or other matter required under Article 4. (d) Nothing in this Agreement or any other Loan Document shall require any Agent, Arranger an Agent or any of their respective its Related Persons Parties to carry out any “know your customer” or other checks in relation to any Person on behalf of any Lender Party and each Lender Party confirms to each Agent and each Arranger the Agents that it is solely responsible for any such checks it is required to carry out and that it may not rely on any statement in relation to such checks made by such Agent, such Arranger an Agent or any of their respective its Related PersonsParties. (e) Whenever reference is made in this Agreement or any other Margin Loan Documentation to any consent, election, designation, approval, acceptance or use of judgment by, or any consent or other action or remedies that may be taken or withheld by the Administrative Agent, the Administrative Agent shall not be required to take (or refrain from taking) such action if it shall not have received such written instruction, advice or concurrence of the Required Lenders. If the Administrative Agent shall request instructions from the Required Lenders with respect to any such act or action (including any failure to act) in connection with this Agreement or any other Margin Loan Documentation, the Administrative Agent shall be entitled to refrain from such act or taking such action unless and until such Agent shall have received instructions from the Required Lenders, and the Administrative Agent shall not incur liability to any Person by reason of so refraining. (f) The Administrative Agent shall not be required to expend or risk any of its own funds or otherwise incur any liability, financial or otherwise, in the performance of any of its duties under this Agreement or any other Margin Loan Documentation. (g) In no event shall an Agent be liable for any failure or delay in the performance of its obligations under this Agreement or any other Margin Loan Documentation, nor be deemed to be in breach of its duties hereunder or thereunder, because of circumstances beyond the Agent’s control, including, but not limited to, a failure, termination, or suspension of a clearing house, securities depositary, settlement system or central payment system in any applicable part of the world or acts of God, flood, war (whether declared or undeclared), epidemic or pandemic, civil or military disturbances or hostilities, nuclear or natural catastrophes, political unrest, explosion, severe weather or accident, earthquake, terrorism, fire, riot, labor disturbances, strikes or work stoppages for any reason, embargo, government action, including any laws, ordinances, regulations or the like (whether domestic, federal, state, county or municipal or foreign) which delay, restrict or prohibit the providing of the services contemplated by this Agreement or any Margin Loan Documentation, or the unavailability of communications or computer facilities, the failure of equipment or interruption of communications or computer facilities, or the unavailability of the Federal Reserve Bank wire or telex or other wire or communication facility, or any other causes beyond the Agent’s control whether or not of the same class or kind as specified above, it being understood that the Agent shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances. (h) The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of any Lender’s Lien thereon, or any certificate prepared by the Borrower in connection therewith.

Duties of the Agents; Exculpatory Provisions. (a) Each An Agent’s duties hereunder and under the other Margin Loan Documents Documentation are solely ministerial and administrative in nature and no Agent shall have any duties or obligations except those expressly set forth herein and in the other Loan Documentsor therein. Without limiting the generality of the foregoing, no an Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, but shall be required to act or refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the written direction of the Required Lenders or the Administrative Agent in the case of the Collateral Agent (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documentsherein), provided that no an Agent shall not be required to take any action thator refrain from acting if, in its opinion or the opinion of its counsel, taking such action or so refraining from acting, as the case may be, may expose such Agent or any of its Affiliates to liability or that is would, as determined by such Agent in good faith, be contrary to any Loan Document this Agreement or applicable lawLaw. (b) No Other than for an action or obligation expressly set forth herein, no Agent shall be liable for any action taken or not taken by it (i) with the consent or at the request of the Required Lenders or the Administrative Agent in the case of the Collateral Agent (or such other number or percentage of the Lenders as shall be necessary, or as such Agent shall believe in good faith shall be necessary, under including for the circumstances as provided avoidance of doubt, Administrative Agent sending an Event of Default Notice at the direction of any Lender, if such Agent believes in Section 9.2 or 11.1good faith that the related Event of Default is of a type that would entitle such Lender to issue such direction) or (ii) in the absence of its own gross negligence or willful misconduct, as determined by a court of competent jurisdiction in a final non-appealable judgment or order. No Agent shall be deemed to have knowledge of any Facility Adjustment Event, Potential Facility Adjustment Event, Mandatory Prepayment Event, Default or Event of Default or the event or events that give or may give rise to any Mandatory Prepayment Event, Default or Event of Default unless and until the Borrower Borrowers or any Lender Party shall have given notice to such Agent describing such Facility Adjustment Event, Potential Facility Adjustment Event, Mandatory Prepayment Event, Default or Event of Default and such event or events. (c) No Agent or Arranger nor any member of such an Agent’s Group shall be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty, representation or other information made or supplied in or in connection with this Agreement, Agreement or any other Margin Loan Document or the Disclosure DocumentsDocumentation, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith 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 herein or therein or the occurrence of any Facility Adjustment Event, Potential Facility Adjustment Event, Mandatory Prepayment Event, Default or Event of Default, (ivv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Margin Loan Document Documentation or any other agreement, instrument or document or the perfection or priority of any Lien or security interest created or purported to be created by any Loan Document, hereby or thereby or (v) the value or the sufficiency of any Collateral or (vi) the satisfaction of any condition set forth in Article III ARTICLE 4 or elsewhere herein, other than (in the case of the Agent, but subject to the foregoing clause (ii)) to confirm receipt of items expressly required to be delivered to such an Agent. (d) Nothing in this Agreement or any other Loan Document shall require any Agent, Arranger an Agent or any of their respective its Related Persons Parties to carry out any “know your customer” or other checks in relation to any Person on behalf of any Lender Party and each Lender Party confirms to each Agent and each Arranger the Agents that it is solely responsible for any such checks it is required to carry out and that it may not rely on any statement in relation to such checks made by such Agent, such Arranger an Agent or any of their respective its Related PersonsParties.

Duties of the Agents; Exculpatory Provisions. (a) Each An Agent’s duties hereunder and under the other Loan Documents are solely ministerial and administrative in nature and no Agent shall have any duties or obligations except those expressly set forth herein and in the other Loan Documentsor therein. Without limiting the generality of the foregoing, no an Agent (i) 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, (ii) shall not have any duty to take any discretionary action or exercise any discretionary powers, but shall be except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that such Agent is required to act or refrain from acting (and shall be fully protected exercise as directed in so acting or refraining from acting) upon the written direction of writing by the Required Lenders or the Administrative Agent in the case of the Collateral Agent (or such other number or percentage of the Lenders as shall be expressly provided for herein herein) (and shall be fully protected in so acting or in the other Loan Documentsrefraining from acting), ; provided that no an Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose such Agent or any of its Affiliates to liability or that is contrary to any Loan Document or applicable lawLaw, including, for the avoidance of doubt, any action that may be in violation of the automatic stay (if any) under any Debtor Relief Law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Debtor Relief Law, and (iii) shall not, except as expressly set forth herein, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Affiliates that is communicated to or obtained by such Agent or any of its Affiliates in any capacity. No Agent shall be required to expend or risk its own funds in the exercise of any of its rights or powers if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. (b) No Agent shall be liable for any action taken or not taken by it (i) with the consent or at the request of the Required Lenders or the Administrative Agent in the case of the Collateral Agent (or such other number or percentage of the Lenders as shall be necessary, or as such Agent shall believe in good faith shall be necessary, under the circumstances as provided in Section 9.2 10.01 or 11.1Section 8.02) or (ii) in the absence of its own gross negligence or willful misconduct, as determined by a court of competent jurisdiction in a final non-appealable judgment or order. No Agent shall be deemed to have knowledge of any Default or Event of Default or the event or events that give or may give rise to any Default or Event of Default unless and until the Borrower or any Lender Party shall have given notice to such Agent describing such Default or Event of Default and such event or events. (c) No Agent or Arranger nor any member of such an Agent’s Group shall be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty, representation or other information made or supplied in or in connection with this Agreement, Agreement or any other Loan Document or the Disclosure DocumentsDocument, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith 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 terms, conditions or conditions provisions set forth herein or therein in any of the other Loan Documents, or as to the occurrence use of the proceeds of the Loans, or as to the existence or possible existence of any Default or Event of Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document or the perfection or priority of any Lien or security interest created or purported to be created by any Loan Document, hereby or thereby or (v) the value or the sufficiency of any Collateral or (vi) the satisfaction of any condition set forth in Article III IV or elsewhere herein, other than (in the case of the Agent, but subject to the foregoing clause (ii)) to confirm receipt of items expressly required to be delivered to such an Agent. (d) Nothing in this Agreement or any other Loan Document shall require any Agent, Arranger an Agent or any of their respective its Related Persons Parties to carry out any “know your customer” or other checks in relation to any Person on behalf of any Lender Party and each Lender Party confirms to each Agent and each Arranger the Agents that it is solely responsible for any such checks it is required to carry out and that it may not rely on any statement in relation to such checks made by such Agent, such Arranger an Agent or any of their respective its Related PersonsParties. (e) Notwithstanding anything to the contrary contained herein or in any other Loan Document, no Agent, in its capacity as such, shall have any powers, duties or responsibilities under this Agreement or any other Loan Documents, except in its capacity, as applicable, as such Agent hereunder or thereunder. (f) If the Administrative Agent shall request instructions from the Required Lenders with respect to any act or action (including failure to act) in connection with this Agreement or any other Loan Document, the Administrative Agent shall be entitled to refrain from such act or taking such action unless and until the Administrative Agent shall have received instructions from the Required Lenders, and the Administrative Agent shall not incur liability to any Person by reason of so refraining. Without limiting the foregoing, the Lenders shall not have any right of action whatsoever against the Administrative Agent as a result of its acting or refraining from acting hereunder in accordance with the instructions of the Required Lenders.

Duties of the Agents; Exculpatory Provisions. (a) Each An Agent’s duties hereunder and under the other Loan Documents are solely ministerial and administrative in nature and no Agent shall have any duties or obligations except those expressly set forth herein and in the other Loan Documentsor therein. Without limiting the generality of the foregoing, no an Agent (i) 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, (ii) shall not have any duty to take any discretionary action or exercise any discretionary powers, but shall be except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that such Agent is required to act or refrain from acting (and shall be fully protected exercise as directed in so acting or refraining from acting) upon the written direction of writing by the Required Lenders or the Administrative Agent in the case of the Collateral Agent (or such other number or percentage of the Lenders as shall be expressly provided for herein herein) (and shall be fully protected in so acting or in the other Loan Documentsrefraining from acting), ; provided that no an Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose such Agent or any of its Affiliates to liability or that is contrary to any Loan Document or applicable lawLaw, including, for the avoidance of doubt, any action that may be in violation of the automatic stay (if any) under any Debtor Relief Law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Debtor Relief Law, and (iii) shall not, except as expressly set forth herein, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Affiliates that is communicated to or obtained by such Agent or any of its Affiliates in any capacity. No Agent shall be required to expend or risk its own funds in the exercise of any of its rights or powers if it shall have reasonable grounds ​ ​ for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. (b) No Agent shall be liable for any action taken or not taken by it (i) with the consent or at the request of the Required Lenders or the Administrative Agent in the case of the Collateral Agent (or such other number or percentage of the Lenders as shall be necessary, or as such Agent shall believe in good faith shall be necessary, under the circumstances as provided in Section 9.2 10.01 or 11.1Section 8.02) or (ii) in the absence of its own gross negligence or willful misconduct, as determined by a court of competent jurisdiction in a final non-appealable judgment or order. No Agent shall be deemed to have knowledge of any Default or Event of Default or the event or events that give or may give rise to any Default or Event of Default unless and until the Borrower or any Lender Party shall have given notice to such Agent describing such Default or Event of Default and such event or events. (c) No Agent or Arranger nor any member of such an Agent’s Group shall be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty, representation or other information made or supplied in or in connection with this Agreement, Agreement or any other Loan Document or the Disclosure DocumentsDocument, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith 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 terms, conditions or conditions provisions set forth herein or therein in any of the other Loan Documents, or as to the occurrence use of the proceeds of the Loans, or as to the existence or possible existence of any Default or Event of Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document or the perfection or priority of any Lien or security interest created or purported to be created by any Loan Document, hereby or thereby or (v) the value or the sufficiency of any Collateral or (vi) the satisfaction of any condition set forth in Article III IV or elsewhere herein, other than (in the case of the Agent, but subject to the foregoing clause (ii)) to confirm receipt of items expressly required to be delivered to such an Agent. (d) Nothing in this Agreement or any other Loan Document shall require any Agent, Arranger an Agent or any of their respective its Related Persons Parties to carry out any “know your customer” or other checks in relation to any Person on behalf of any Lender Party and each Lender Party confirms to each Agent and each Arranger the Agents that it is solely responsible for any such checks it is required to carry out and that it may not rely on any statement in relation to such checks made by such Agent, such Arranger an Agent or any of their respective its Related PersonsParties. (e) Notwithstanding anything to the contrary contained herein or in any other Loan Document, no Agent, in its capacity as such, shall have any powers, duties or responsibilities under this Agreement or any other Loan Documents, except in its capacity, as applicable, as such Agent hereunder or thereunder. (f) If the Administrative Agent shall request instructions from the Required Lenders with respect to any act or action (including failure to act) in connection with this Agreement or any other Loan Document, the Administrative Agent shall be entitled to refrain from such act or taking such action unless and until the Administrative Agent shall have received instructions from the Required Lenders, and the Administrative Agent shall not incur liability to any Person by reason of so refraining. Without limiting the foregoing, the Lenders shall not have any right of action whatsoever against the ​ ​ Administrative Agent as a result of its acting or refraining from acting hereunder in accordance with the instructions of the Required Lenders.

Duties of the Agents; Exculpatory Provisions. (a) Each An Agent’s duties hereunder and under the other Margin Loan Documents Documentation are solely ministerial and administrative in nature and no Agent shall have any duties or obligations except those expressly set forth herein and in the other Loan Documentsor therein. Without limiting the generality of the foregoing, no an Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, but shall be required to act or refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the written direction of the Required Lenders or the Administrative Agent in the case of the Collateral Agent (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documentsherein), provided that no an Agent shall not be required to take any action thator refrain from acting if, in its opinion or the opinion of its counsel, taking such action or so refraining from acting, as the case may be, may expose such Agent or any of its Affiliates to liability or that is would, as determined by such Agent in good faith, be contrary to this Agreement, any other Margin Loan Document Documentation or applicable lawLaw. (b) No Other than for an action or obligation expressly set forth herein, no Agent shall be liable for any action taken or not taken by it (i) with the consent or at the request of the Required Lenders or the Administrative Agent in the case of the Collateral Agent (or such other number or percentage of the Lenders as shall be necessary, or as such Agent shall believe in good faith shall be necessary, under including for the circumstances as provided avoidance of doubt, Administrative Agent sending an Event of Default Notice at the direction of any Lender, if such Agent believes in Section 9.2 or 11.1good faith that the related Event of Default is of a type that would entitle such Lender to issue such direction) or (ii) in the absence of its own gross negligence negligence, bad faith or willful misconduct, as determined by a court of competent jurisdiction in a final non-appealable judgment or order. No Agent shall be deemed to have knowledge of any Facility Adjustment Event, Mandatory Prepayment Event, Default or Event of Default or the event or events that give or may give rise to any Mandatory Prepayment Event, Default or Event of Default unless and until the Borrower or any Lender Party shall have given written notice to a Responsible Officer of such Agent describing such Facility Adjustment Event, Mandatory Prepayment Event, Default or Event of Default and such event or events. (c) Without limiting clause (b) above, whenever reference is made in this Agreement or any other Margin Loan Documentation to any discretionary action by, consent, designation, specification, requirement or approval of, notice, request or other communication from, or other direction given or action to be undertaken or to be (or not to be) suffered or omitted by Administrative Agent or to any election, decision, opinion, acceptance, use of judgment, expression of satisfaction or other exercise of discretion, rights or remedies to be made (or not to be made) by Administrative Agent, it is understood that in all cases Administrative Agent shall be fully justified in failing or refusing to take any such action under this Agreement if it shall not have received such written instruction, advice or concurrence of the Required Lenders or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Margin Loan Documentation or any agreement to which the Lenders and Administrative Agent is a party and acting in accordance with such documents, as the Administrative Agent deems appropriate. This provision is intended solely for the benefit of Administrative Agent and its successors and permitted assigns and is not intended to and will not entitle the other parties hereto to any defense, claim or counterclaim, or confer any rights or benefits on any party hereto. (d) No Agent or Arranger nor any member of such an Agent’s Group shall be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty, representation or other information made or supplied in or in connection with this Agreement, Agreement or any other Margin Loan Document or the Disclosure DocumentsDocumentation, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith 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 herein or therein or the occurrence of any Facility Adjustment Event, Mandatory Prepayment Event, Default or Event of Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Margin Loan Document Documentation or any other agreement, instrument or document (including, without limitation, any assignment delivered to it pursuant to Section 9.07(b)) or the perfection or priority of any Lien or security interest created or purported to be created by any Loan Document, hereby or thereby or (v) the value or the sufficiency of any Collateral or (vi) the satisfaction of any condition set forth in Article III ARTICLE 4 or elsewhere herein, other than (in the case of the Agent, but subject to the foregoing clause (ii)) to confirm receipt of items expressly required to be delivered to such an Agent. (de) Nothing in this Agreement or any other Loan Document shall require any Agent, Arranger an Agent or any of their respective its Related Persons Parties to carry out any “know your customer” or other checks in relation to any Person on behalf of any Lender Party and each Lender Party confirms to each Agent and each Arranger the Agents that it is solely responsible for any such checks it is required to carry out and that it may not rely on any statement in relation to such checks made by such Agent, such Arranger an Agent or any of their respective its Related PersonsParties. Notwithstanding the foregoing, and without limiting Section 9.15, in order to comply with the laws, rules, regulations and executive orders in effect from time to time applicable to banking institutions, including, without limitation, those relating to the funding of terrorist activities and money laundering, including Section 326 of the USA PATRIOT Act of the United States, Administrative Agent is required to obtain, verify, record and update certain information relating to individuals and entities which maintain a business relationship with Administrative Agent. Accordingly, each of the parties hereto agree to provide to Administrative Agent, upon its request from time to time such identifying information and documentation as may be available for such party in order to enable Administrative Agent to comply with such laws, rules, regulations and executive orders. (f) No Agent shall be required to expend or risk any of its own funds or otherwise incur any liability, financial or otherwise, in the performance of any of its duties hereunder or under any other Margin Loan Documentation. (g) No Agent shall incur any liability for not performing any act or fulfilling any duty, obligation or responsibility hereunder or under any Margin Loan Documentation by reason of any occurrence beyond the control of such Agent (including but not limited to any act or provision of any present or future law or regulation or governmental authority, any act of God or war, civil unrest, local or national disturbance or disaster, epidemic or pandemic, any act of terrorism, or the unavailability of the Federal Reserve Bank wire or facsimile or other wire or communication facility), it being understood that the Agent shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances. (h) For the avoidance of doubt, nothing herein shall require Administrative Agent or Custodian to file financing statements or continuation statements, or be responsible for maintaining the security interests purported to be created as described herein (except for the safe custody of any Collateral in Custodian’s possession and the accounting for moneys actually received by Administrative Agent or Custodian hereunder or under any other Margin Loan Documentation) and such responsibility shall be solely that of the Lenders. (i) In no event shall any Agent be responsible or liable to any other party hereunder for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether such Agent has been advised of the likelihood of such loss or damage and regardless of the form of action. (j) The rights, privileges, protections, immunities and benefits given to Administrative Agent hereunder, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, Administrative Agent in each of its capacities hereunder and under the Margin Loan Documentation, including in its capacity as Custodian. In addition to the foregoing, in the performance of any of its obligations hereunder the Custodian shall have all of the rights, benefits, protections, indemnities and immunities afforded to it under each Control Agreement.

Duties of the Agents; Exculpatory Provisions. (a) Each An Agent’s duties hereunder and under the other Loan Documents are solely ministerial and administrative in nature and no Agent shall have any duties or obligations except those expressly set forth herein and in the other Loan Documentsor therein. Without limiting the generality of the foregoing, no an Agent (i) 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, (ii) shall not have any duty to take any discretionary action or exercise any discretionary powers, but shall be required to act or refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the written direction of the Required Lenders or the Administrative Agent in the case of the Collateral Agent (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documentsherein), ; provided that no an Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose such Agent or any of its Affiliates to liability or that is contrary to any Loan Document this Agreement or applicable lawLaw, including, for the avoidance of doubt, any action that may be in violation of the automatic stay (if any) under any Debtor Relief Law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Debtor Relief Law, and (iii) shall not, except as expressly set forth herein, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Affiliates that is communicated to or obtained by such Agent or any of its Affiliates in any capacity. (b) No Agent shall be liable for any action taken or not taken by it (i) with the consent or at the request of the Required Lenders or the Administrative Agent in the case of the Collateral Agent (or such other number or percentage of the Lenders as shall be necessary, or as such Agent shall believe in good faith shall be necessary, under the circumstances as provided in Section 9.2 10.01 or 11.1Section 8.02) or (ii) in the absence of its own gross negligence or willful misconduct, as determined by a court of competent jurisdiction in a final non-appealable judgment or order. No Agent shall be deemed to have knowledge of any Default or Event of Default or the event or events that give or may give rise to any Default or Event of Default unless and until the Borrower or any Lender Party shall have given notice to such Agent describing such Default or Event of Default and such event or events. (c) No Agent or Arranger nor any member of such an Agent’s Group shall be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty, representation or other information made or supplied in or in connection with this Agreement, Agreement or any other Loan Document or the Disclosure DocumentsDocument, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith 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 herein or therein or the occurrence of any Default or Event of Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document or the perfection or priority of any Lien or security interest created or purported to be created by any Loan Document, hereby or thereby or (v) the value or the sufficiency of any Collateral or (vi) the satisfaction of any condition set forth in Article III IV or elsewhere herein, other than (in the case of the Agent, but subject to the foregoing clause (ii)) to confirm receipt of items expressly required to be delivered to such an Agent. (d) Nothing in this Agreement or any other Loan Document shall require any Agent, Arranger an Agent or any of their respective its Related Persons Parties to carry out any “know your customer” or other checks in relation to any Person on behalf of any Lender Party and each Lender Party confirms to each Agent and each Arranger the Agents that it is solely responsible for any such checks it is required to carry out and that it may not rely on any statement in relation to such checks made by such Agent, such Arranger an Agent or any of their respective its Related PersonsParties.