Common use of Liability of Administrative Agent; Credit Decision Clause in Contracts

Liability of Administrative Agent; Credit Decision. Neither the Administrative Agent nor any of its directors, officers, agents, or employees shall be liable for any action taken or not taken by it in connection with the Credit Documents (i) with the consent or at the request of the Required Banks, or (ii) in the absence of its own gross negligence or willful misconduct (as proven by the final, non-appealable judgment of a court of competent jurisdiction). Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify (i) any statement, warranty or representation made in connection with this Agreement, any other Credit Document or any Credit Event; (ii) the performance or observance of any of the covenants or agreements of the Borrower or any other party contained herein or in any other Credit Document; (iii) the satisfaction of any condition specified in Section 6 hereof; or (iv) the validity, effectiveness, genuineness, enforceability, perfection, value, worth or collectibility hereof or of any other Credit Document or of any other documents or writing furnished in connection with any Credit Document; and the Administrative Agent makes no representation of any kind or character with respect to any such matter mentioned in this sentence. The Administrative Agent may execute any of its duties under any of the Credit Documents by or through employees, agents, and attorneys-in-fact and shall not be answerable to the Banks, the Borrower, or any other Person for the default or misconduct of any such agents or attorneys-in-fact selected with reasonable care. The Administrative Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, other document or statement (whether written or oral) believed by it to be genuine or to be sent by the proper party or parties. In particular and without limiting any of the foregoing, the Administrative Agent shall have no responsibility for confirming the accuracy of any Compliance Certificate or other document or instrument received by it under the Credit Documents. The Administrative Agent may treat the payee of any Note as the holder thereof until written notice of transfer shall have been filed with the Administrative Agent signed by such payee in form satisfactory to the Administrative Agent. Each Bank acknowledges that it has independently and without reliance on the Administrative Agent or any other Bank, and based upon such information, investigations and inquiries as it deems appropriate, made its own credit analysis and decision to extend credit to the Borrower in the manner set forth in the Credit Documents. It shall be the responsibility of each Bank to keep itself informed as to the creditworthiness of the Borrower and any other relevant Person, and the Administrative Agent shall have no liability to any Bank with respect thereto.

Liability of Administrative Agent; Credit Decision. Neither the Administrative Agent nor any of its directors, officers, agents, or employees shall be liable for any action taken or not taken by it in connection with the Credit Documents (i) with the consent or at the request of the Required Banks, Banks or (ii) in the absence of its own gross negligence or willful misconduct (as proven by the final, non-appealable judgment of a court of competent jurisdiction)misconduct. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify (i) any statement, warranty or representation made in connection with this Agreement, any other Credit Document or any Credit Event; (ii) the performance or observance of any of the covenants or agreements of the Borrower or any other party contained herein or in any other Credit Document; (iii) the satisfaction of any condition specified in Section 6 hereof; or (iv) the validity, effectiveness, genuineness, enforceability, perfection, value, worth or collectibility hereof or of any other Credit Document or of any other documents or writing furnished in connection with any Credit Document; and the Administrative Agent makes no representation of any kind or character with respect to any such matter mentioned in this sentence. The Administrative Agent may execute any of its duties under any of the Credit Documents by or through employees, agents, and attorneys-in-fact and shall not be answerable to the Banks, the Borrower, or any other Person for the default or misconduct of any such agents or attorneys-in-fact selected with reasonable care. The Administrative Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, other document or statement (whether written or oral) believed by it to be genuine or to be sent by the proper party or parties. In particular and without limiting any of the foregoing, the Administrative Agent shall have no responsibility for confirming the accuracy of any Compliance Certificate or other document or instrument received by it under the Credit Documents. The Administrative Agent may treat the payee of any Note as the holder thereof until written notice of transfer shall have been filed with the Administrative Agent signed by such payee in form satisfactory to the Administrative Agent. Each Bank acknowledges that it has independently and without reliance on the Administrative Agent or any other Bank, and based upon such information, investigations and inquiries as it deems appropriate, made its own credit analysis and decision to extend credit to the Borrower in the manner set forth in the Credit Documents. It shall be the responsibility of each Bank to keep itself informed as to the creditworthiness of the Borrower and any other relevant Person, and the Administrative Agent shall have no liability to any Bank with respect thereto.

Liability of Administrative Agent; Credit Decision. Neither the Administrative Agent nor any of its directors, officers, agents, agents or employees shall be liable for any action taken or not taken by it in connection with the Credit Documents Loan Documents: (i) with the consent or at the request of the Required Banks, Lenders or (ii) in the absence of its own gross negligence or willful misconduct (as proven by the final, non-appealable judgment of a court of competent jurisdiction)misconduct. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify verify: (i) any statement, warranty or representation made in connection with this Agreement, any other Credit Loan Document or any Credit Event; (ii) the performance or observance of any of the covenants or agreements of the Borrower or any other party Subsidiary contained herein or in any other Credit Loan Document; (iii) the satisfaction of any condition specified in Section 6 7 hereof, except receipt of items required to be delivered to the Administrative Agent; or (iv) the validity, effectiveness, genuineness, enforceability, perfection, value, worth or collectibility hereof or of any other Credit Loan Document or of any other documents or writing furnished in connection with any Credit DocumentLoan Document or of any Collateral; and the Administrative Agent makes no representation of any kind or character with respect to any such matter mentioned in this sentence. The Administrative Agent may execute any of its duties under any of the Credit Loan Documents by or through employees, agents, and attorneys-in-fact and shall not be answerable to the BanksLenders, the Borrower, or any other Person for the default or misconduct of any such agents or attorneys-in-fact selected with reasonable care. The Administrative Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, other document or statement (whether written or oral) believed by it to be genuine or to be sent by the proper party or parties. In particular and without limiting any of the foregoing, the Administrative Agent shall have no responsibility for confirming the accuracy of any Compliance Certificate compliance certificate or other document or instrument received by it under the Credit Loan Documents. The Administrative Agent may treat the payee of any Note as the holder thereof until written notice of transfer shall have been filed with the Administrative Agent signed by such payee in form satisfactory to the Administrative Agent. Each Bank Lender acknowledges that it has independently and without reliance on the Administrative Agent or any other BankLender, and based upon such information, investigations and inquiries as it deems appropriate, made its own credit analysis and decision to extend credit to the Borrower in the manner set forth in the Credit Loan Documents. It shall be the responsibility of each Bank Lender to keep itself informed as to the creditworthiness of the Borrower and any other relevant Personits Subsidiaries, and the Administrative Agent shall have no liability to any Bank Lender with respect thereto.

Liability of Administrative Agent; Credit Decision. Neither the Administrative Agent nor any of its directors, officers, agents, agents or employees shall be liable for any action taken or not taken by it in connection with the Credit Documents Loan Documents: (i) with the consent or at the request of the Required Banks, Lenders (or of any other group of Lenders called for under the specific provisions of the Loan Documents) or (ii) in the absence of its own gross negligence or willful misconduct (as proven determined by the final, non-appealable judgment of a court of competent jurisdiction)jurisdiction by final non-appealable judgment. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify verify: (i) any statement, warranty or representation made in connection with this Agreement, any other Credit Loan Document or any Credit Event; (ii) the performance or observance of any of the covenants or agreements of AF REIT, the Borrower or any other party Subsidiary contained herein or in any other Credit Loan Document; (iii) the satisfaction of any condition specified in Section 6 7 hereof, except receipt of items required to be delivered to the Administrative Agent; or (iv) the validity, effectiveness, genuineness, enforceability, perfection, value, worth or collectibility collectability hereof or of any other Credit Loan Document or of any other documents or writing furnished in connection with any Credit Loan Document; and the Administrative Agent makes no representation of any kind or character with respect to any such matter mentioned in this sentence. The Administrative Agent may execute any of its duties under any of the Credit Loan Documents by or through employees, agents, and attorneys-in-fact and shall not be answerable to the BanksLenders, the L/C Issuer, the Borrower, or any other Person for the default or misconduct of any such agents or attorneys-in-fact selected with reasonable care. The Administrative Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, other document or statement (whether written or oral) believed by it to be genuine or to be sent by the proper party or parties. In particular and without limiting any of the foregoing, the Administrative Agent shall have no responsibility for confirming the accuracy of any Compliance Certificate or other document or instrument received by it under the Credit Loan Documents. The Administrative Agent may treat the payee of any Note Obligation as the holder thereof until written notice of transfer shall have been filed with the Administrative Agent signed by such payee in form satisfactory to the Administrative Agent. Each Bank Lender and L/C Issuer acknowledges that it has independently and without reliance on the Administrative Agent or any other BankLender or L/C Issuer, and based upon such information, investigations and inquiries as it deems appropriate, made its own credit analysis and decision to extend credit to the Borrower in the manner set forth in the Credit Loan Documents. It shall be the responsibility of each Bank Lender and L/C Issuer to keep itself informed as to the creditworthiness of the Borrower and any other relevant Personits Subsidiaries, and the Administrative Agent shall have no liability to any Bank Lender or L/C Issuer with respect thereto.

Liability of Administrative Agent; Credit Decision. Neither the Administrative Agent nor any of its directors, officers, agents, agents or employees shall be liable for any action taken or not taken by it in connection with the Credit Documents Loan Documents: (i) with the consent or at the request of the Required Banks, Lenders or (ii) in the absence of its own gross negligence or willful misconduct (as proven by the final, non-appealable judgment of a court of competent jurisdiction)misconduct. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify verify: (i) any statement, warranty or representation made in connection with this Agreement, any other Credit Loan Document or any Credit Event; (ii) the performance or observance of any of the covenants or agreements of the Borrower or any other party Subsidiary contained herein or in any other Credit Loan Document; (iii) the satisfaction of any condition specified in Section 6 7 hereof, except receipt of items required to be delivered to the Administrative Agent; or (iv) the validity, effectiveness, genuineness, enforceability, perfection, value, worth or collectibility hereof or of any other Credit Loan Document or of any other documents or writing furnished in connection with any Credit DocumentLoan Document or of any Collateral; and the Administrative Agent makes no representation of any kind or character with respect to any such matter mentioned in this sentence. The Administrative Agent may execute any of its duties under any of the Credit Loan Documents by or through employees, agents, and attorneys-in-fact and shall not be answerable to the BanksLenders, the L/C Issuer, the Borrower, or any other Person for the default or misconduct of any such agents or attorneys-in-fact selected with reasonable care. The Administrative Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, other document or statement (whether written or oral) believed by it to be genuine or to be sent by the proper party or parties. In particular and without limiting any of the foregoing, the Administrative Agent shall have no responsibility for confirming the accuracy of any Compliance Certificate compliance certificate or other document or instrument received by it under the Credit Loan Documents. The Administrative Agent may treat the payee of any Note Obligation as the holder thereof until written notice of transfer shall have been filed with the Administrative Agent signed by such payee in form satisfactory to the Administrative Agent. Each Bank Lender and L/C Issuer acknowledges that it has independently and without reliance on the Administrative Agent or any other BankLender or L/C Issuer, and based upon such information, investigations and inquiries as it deems appropriate, made its own credit analysis and decision to extend credit to the Borrower in the manner set forth in the Credit Loan Documents. It shall be the responsibility of each Bank Lender and L/C Issuer to keep itself informed as to the creditworthiness of the Borrower and any other relevant Personits Subsidiaries, and the Administrative Agent shall have no liability to any Bank Lender or L/C Issuer with respect thereto.

Liability of Administrative Agent; Credit Decision. Neither the Administrative Agent nor any of its directors, officers, agents, agents or employees shall be liable for any action taken or not taken by it in connection with the Credit Documents Loan Documents: (i) with the consent or at the request of the Required Banks, Lenders or (ii) in the absence of its own gross negligence or willful misconduct (as proven by the final, non-appealable judgment of a court of competent jurisdiction)misconduct. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify verify: (i) any statement, warranty or representation made in connection with this Agreement, any other Credit Loan Document or any Credit Event; (ii) the performance or observance of any of the covenants or agreements of the any Borrower or any other party Subsidiary contained herein or in any other Credit Loan Document; (iii) the satisfaction of any condition specified in Section 6 7 hereof, except receipt of items required to be delivered to the Administrative Agent; or (iv) the validity, effectiveness, genuineness, enforceability, perfection, value, worth or collectibility hereof or of any other Credit Loan Document or of any other documents or writing furnished in connection with any Credit Loan Document; and the Administrative Agent makes no representation of any kind or character with respect to any such matter mentioned in this sentence. The Administrative Agent may execute any of its duties under any of the Credit Loan Documents by or through employees, agents, and attorneys-in-fact and shall not be answerable to the BanksLenders, the BorrowerL/C Issuer, the Borrowers, or any other Person for the default or misconduct of any such agents or attorneys-in-fact selected with reasonable care. The Administrative Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, other document or statement (whether written or oral) believed by it to be genuine or to be sent by the proper party or parties. In particular and without limiting any of the foregoing, the Administrative Agent shall have no responsibility for confirming the accuracy of any Compliance Certificate compliance certificate or other document or instrument received by it under the Credit Loan Documents. The Administrative Agent may treat the payee of any Note Obligation as the holder thereof until written notice of transfer shall have been filed with the Administrative Agent signed by such payee in form satisfactory to the Administrative Agent. Each Bank Lender and L/C Issuer acknowledges that it has independently and without reliance on the Administrative Agent or any other BankLender or L/C Issuer, and based upon such information, investigations and inquiries as it deems appropriate, made its own credit analysis and decision to extend credit to the Borrower Borrowers in the manner set forth in the Credit Loan Documents. It shall be the responsibility of each Bank Lender and L/C Issuer to keep itself informed as to the creditworthiness of the any Borrower and any other relevant Personits Subsidiaries, and the Administrative Agent shall have no liability to any Bank Lender or L/C Issuer with respect thereto.

Liability of Administrative Agent; Credit Decision. Neither the Administrative Agent nor any of its directors, officers, agents, agents or employees shall be liable for any action taken or not taken by it in connection with the Credit Documents Loan Documents: (i) with the consent or at the request of the Required Banks, Lenders or (ii) in the absence of its own gross negligence or willful misconduct (as proven by the final, non-appealable judgment of a court of competent jurisdiction)misconduct. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify verify: (i) any statement, warranty or representation made in connection with this Agreement, any other Credit Loan Document or any Credit Event; (ii) the performance or observance of any of the covenants or agreements of the Borrower or any other party Subsidiary contained herein or in any other Credit Loan Document; (iii) the satisfaction of any condition specified in Section 6 7 hereof, except receipt of items required to be delivered to the Administrative Agent; or (iv) the validity, effectiveness, genuineness, enforceability, perfection, value, worth or collectibility hereof or of any other Credit Loan Document or of any other documents or writing furnished in connection with any Credit Loan Document; and the Administrative Agent makes no representation of any kind or character with respect to any such matter mentioned in this sentence. The Administrative Agent may execute any of its duties under any of the Credit Loan Documents by or through employees, agents, and attorneys-in-fact and shall not be answerable to the BanksLenders, the Borrower, or any other Person for the default or misconduct of any such agents or attorneys-in-fact selected with reasonable care. The Administrative Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, other document or statement (whether written or oral) believed by it to be genuine or to be sent by the proper party or parties. In particular and without limiting any of the foregoing, the Administrative Agent shall have no responsibility for confirming the accuracy of any Compliance Certificate compliance certificate or other document or instrument received by it under the Credit Loan Documents. The Administrative Agent may treat the payee of any Note as the holder thereof until written notice of transfer shall have been filed with the Administrative Agent signed by such payee in form satisfactory to the Administrative Agent. Each Bank Lender acknowledges that it has independently and without reliance on the Administrative Agent or any other BankLender, and based upon such information, investigations and inquiries as it deems appropriate, made its own credit analysis and decision to extend credit to the Borrower in the manner set forth in the Credit Loan Documents. It shall be the responsibility of each Bank Lender to keep itself informed as to the creditworthiness of the Borrower and any other relevant Personits Subsidiaries, and the Administrative Agent shall have no liability to any Bank Lender with respect thereto.

Liability of Administrative Agent; Credit Decision. Neither the Administrative Agent nor any of its directors, officers, agents, or employees Related Parties shall be liable for any action taken or not taken by it in connection with the Credit Loan Documents (i) with the consent or at the request of the Required Banks, Lenders or (ii) in the absence of its own gross negligence or willful misconduct (as proven determined by the final, non-appealable judgment of a court of competent jurisdiction)jurisdiction by final and nonappealable judgment. Neither the Administrative Agent nor any of its directors, officers, agents or employees Related Parties shall be responsible for or have any duty to ascertain, inquire into or verify (i) any statement, warranty or representation made in connection with this Agreement, any other Credit Loan Document or any Credit Event; (ii) the performance or observance of any of the covenants or agreements of the any Borrower or any other party Subsidiary contained herein or in any other Credit Loan Document; (iii) the satisfaction of any condition specified in Section 6 8 hereof, except receipt of items required to be delivered to the Administrative Agent; or (iv) the validity, effectiveness, genuineness, enforceability, perfection, value, worth or collectibility hereof or of any other Credit Loan Document or of any other documents or writing furnished in connection with any Credit Loan Document; and the Administrative Agent makes no representation of any kind or character with respect to any such matter mentioned in this sentence. The Administrative Agent may execute any of its duties under any of the Credit Loan Documents by or through employees, agents, and attorneys-in-fact and shall not be answerable to the BanksLenders, the BorrowerL/C Issuer, the Borrowers, or any other Person for the default or misconduct of any such agents or attorneys-in-fact selected with reasonable care. The Administrative Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, other document or statement (whether written or oral) believed by it to be genuine or to be sent by the proper party or parties. In particular and without limiting any of the foregoing, the Administrative Agent shall have no responsibility for confirming the accuracy of any Compliance Certificate or other document or instrument received by it under the Credit Loan Documents. Without limiting the generality of the foregoing, the Administrative Agent and its Related Parties shall not, except as expressly set forth herein and in the other Loan Documents, have any duty or responsibility to disclose, and shall not be liable for the failure to disclose, any information relating to any Borrower or any of their Affiliates that is communicated to or obtained by the Person serving as the Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent may treat the payee of any Note Obligation as the holder thereof until written notice of transfer shall have been filed with the Administrative Agent signed by such payee in form satisfactory to the Administrative Agent. Each Bank Lender and the L/C Issuer acknowledges that it has independently and without reliance on the Administrative Agent or any other BankLender or the L/C Issuer, and based upon such information, investigations and inquiries as it deems appropriate, made its own credit analysis and decision to extend credit to the Borrower Borrowers in the manner set forth in the Credit Loan Documents. It shall be the responsibility of each Bank Lender and the L/C Issuer to keep itself informed as to the creditworthiness of the Borrower and any other relevant Person, Borrowers and the Administrative Agent shall have no liability to any Bank Lender or the L/C Issuer with respect thereto.

Liability of Administrative Agent; Credit Decision. Neither the Administrative Agent nor any of its directors, officers, agents, or employees shall be liable for any action taken or not taken by it in connection with the Credit Documents (i) with the consent or at the request of the Required Banks, Banks or (ii) in the absence of its own gross negligence or willful misconduct (as proven by the final, non-appealable judgment of a court of competent jurisdiction)misconduct. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify (i) any statement, warranty or representation made in connection with this Agreement, any other Credit Document or any Credit Event; (ii) the performance or observance of any of the covenants or agreements of the Borrower or any other party Guarantor contained herein or in any other Credit Document; (iii) the satisfaction of any condition specified in Section 6 hereof, except receipt of items required to be delivered to the Administrative Agent; or (iv) the validity, effectiveness, genuineness, enforceability, perfection, value, worth or collectibility hereof or of any other Credit Document or of any other documents or writing furnished in connection with any Credit Document; and the Administrative Agent makes no representation of any kind or character with respect to any such matter mentioned in this sentence. The Administrative Agent may execute any of its duties under any of the Credit Documents by or through employees, agents, and attorneys-in-fact and shall not be answerable to the Banks, the Borrower, or any Guarantor or any other Person for the default or misconduct of any such agents or attorneys-attorneys- in-fact selected with reasonable care. The Administrative Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, other document or statement (whether written or oral) reasonably believed by it to be genuine or to be sent by the proper party or parties. In particular and without limiting any of the foregoing, the Administrative Agent shall have no responsibility for confirming the accuracy of any Compliance Certificate or other document or instrument received by it under the Credit Documents. The Administrative Agent may treat the payee of any Note as the holder thereof until written notice of transfer shall have been filed with the Administrative Agent signed by such payee in form satisfactory to the Administrative Agent. Each Bank acknowledges that it has independently and without reliance on the Administrative Agent or any other Bank, and based upon such information, investigations and inquiries as it deems appropriate, made its own credit analysis and decision to extend credit to the Borrower in the manner set forth in the Credit Documents. It shall be the responsibility of each Bank to keep itself informed as to the creditworthiness of the Borrower and any other relevant Personthe Guarantors, and the Administrative Agent shall have no liability to any Bank with respect thereto.

Liability of Administrative Agent; Credit Decision. Neither the Administrative Agent nor any of its directors, officers, agents, agents or employees shall be liable (a) for any action taken or not taken by it in connection with the Credit Loan Documents (i) with the consent or at the request of the Required Banks, Lenders or (iib) in the absence of its own gross negligence or willful misconduct (as proven determined by the final, non-appealable judgment of a court of competent jurisdiction)jurisdiction in a final non-appealable judgment. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify (i) any statement, warranty or representation made in connection with this Agreement, any other Credit Loan Document or any Credit Event; (ii) the performance or observance of any of the covenants or agreements of the any Borrower or any other party Subsidiary contained herein or in any other Credit Loan Document; (iii) the satisfaction of any condition specified in Section 6 7 hereof, except receipt of items required to be delivered to the Administrative Agent; or (iv) the validity, effectiveness, genuineness, enforceability, perfection, value, worth or collectibility collectability hereof or of any other Credit Loan Document or of any other documents or writing furnished in connection with any Credit Loan Document; and the Administrative Agent makes no representation of any kind or character with respect to any such matter mentioned in this sentence. The Administrative Agent may execute any of its duties under any of the Credit Loan Documents by or through employees, agents, and attorneys-in-fact and shall not be answerable to the BanksLenders, the BorrowerL/C Issuers, the Borrowers, or any other Person for the default or misconduct of any such agents or attorneys-in-fact selected with reasonable care. The Administrative Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, other document or statement (whether written or oral) believed by it to be genuine or to be sent by the proper party or parties. In particular and without limiting any of the foregoing, the Administrative Agent shall have no responsibility for confirming the accuracy of any Compliance Certificate compliance certificate or other document or instrument received by it under the Credit Loan Documents. The Administrative Agent may treat the payee of any Note Obligation as the holder thereof until written notice of transfer shall have been filed with the Administrative Agent signed by such payee in form satisfactory to the Administrative Agent. Each Bank Lender and each L/C Issuer acknowledges that it has independently and without reliance on the Administrative Agent or any other BankLender or L/C Issuer, and based upon such information, investigations and inquiries as it deems appropriate, made its own credit analysis and decision to extend credit to the Borrower Borrowers in the manner set forth in the Credit Loan Documents. It shall be the responsibility of each Bank Lender and each L/C Issuer to keep itself informed as to the creditworthiness of the any Borrower and any other relevant Personits Subsidiaries, and the Administrative Agent shall have no liability to any Bank Lender or any L/C Issuer with respect thereto. Without limiting the generality of the foregoing, the Administrative Agent shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any of the Borrowers or any of their Affiliates that is communicated to or obtained by the Person serving as the Administrative Agent or any of its Affiliates in any capacity.

Liability of Administrative Agent; Credit Decision. Neither the Administrative Agent nor any of its directors, officers, agents, agents or employees shall be liable for any action taken or not taken by it in connection with the Credit Documents Loan Documents: (i) with the consent or at the request of the Required Banks, Lenders or (ii) in the absence of its own gross negligence or willful misconduct (as proven determined by the final, non-appealable judgment of a court of competent jurisdiction)jurisdiction by final non-appealable judgment. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify verify: (i) any statement, warranty or representation made in connection with this Agreement, any other Credit Loan Document or any Credit Event; (ii) the performance or observance of any of the covenants or agreements of the Borrower or any other party Subsidiary contained herein or in any other Credit Loan Document; (iii) the satisfaction of any condition specified in Section 6 7 hereof, except receipt of items required to be delivered to the Administrative Agent; or (iv) the validity, effectiveness, genuineness, enforceability, perfection, value, worth or collectibility collectability hereof or of any other Credit Loan Document or of any other documents or writing furnished in connection with any Credit Loan Document; and the Administrative Agent makes no representation of any kind or character with respect to any such matter mentioned in this sentence. The Administrative Agent may execute any of its duties under any of the Credit Loan Documents by or through employees, agents, and attorneys-in-fact and shall not be answerable to the BanksLenders, the L/C Issuer, the Borrower, or any other Person for the default or misconduct of any such agents or attorneys-in-fact selected with reasonable care. The Administrative Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, other document or statement (whether written or oral) believed by it to be genuine or to be sent by the proper party or parties. In particular and without limiting any of the foregoing, the Administrative Agent shall have no responsibility for confirming the accuracy of any Compliance Certificate or other document or instrument received by it under the Credit Loan Documents. The Administrative Agent may treat the payee of any Note Obligation as the holder thereof until written notice of transfer shall have been filed with the Administrative Agent signed by such payee in form satisfactory to the Administrative Agent. Each Bank Lender and L/C Issuer acknowledges that it has independently and without reliance on the Administrative Agent or any other BankLender or L/C Issuer, and based upon such information, investigations and inquiries as it deems appropriate, made its own credit analysis and decision to extend credit to the Borrower in the manner set forth in the Credit Loan Documents. It shall be the responsibility of each Bank Lender and L/C Issuer to keep itself informed as to the creditworthiness of the Borrower and any other relevant Personits Subsidiaries, and the Administrative Agent shall have no liability to any Bank Lender or L/C Issuer with respect thereto.

Liability of Administrative Agent; Credit Decision. Neither the Administrative Agent nor any of its directors, officers, agents, or employees shall be liable for any action taken or not taken by it in connection with the Credit Documents Loan Documents: (ia) with the consent or at the request of the Required BanksLenders, or (iib) in the absence of its own gross negligence or willful misconduct (as proven by the final, non-appealable judgment of a court of competent jurisdiction)misconduct. Neither the Administrative Agent nor any of its directors, officers, agents agents, or employees shall be responsible for or have any duty to ascertain, inquire into into, or verify verify: (i) any statement, warranty warranty, or representation made in connection with this Agreement, any other Credit Document Loan Document, or any Credit Event; (ii) the performance or observance of any of the covenants or agreements of the Borrower or any other party Subsidiary contained herein or in any other Credit Loan Document; (iii) the satisfaction of any condition specified in Section 6 7 hereof, except receipt of items required to be delivered to the Administrative Agent; or (iv) the validity, effectiveness, genuineness, enforceability, perfection, value, worth worth, or collectibility hereof or of any other Credit Loan Document or of any other documents or writing furnished in connection with any Credit DocumentLoan Document or of any Collateral; and the Administrative Agent makes no representation of any kind or character with respect to any such matter mentioned in this sentence. The Administrative Agent may execute any of its duties under any of the Credit Loan Documents by or through employees, agents, and attorneys-in-fact and shall not be answerable to the BanksLenders, the Borrower, or any other Person for the default or misconduct of any such agents or attorneys-in-fact selected with reasonable care. The Administrative Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, other document or statement (whether written or oral) believed by it to be genuine or to be sent by the proper party or parties. In particular and without limiting any of the foregoing, the Administrative Agent shall have no responsibility for confirming the accuracy of any Compliance Certificate compliance certificate or other document or instrument received by it under the Credit Loan Documents. The Administrative Agent may treat the payee of any Note as the holder thereof until written notice of transfer shall have been filed with the Administrative Agent signed by such payee in form satisfactory to the Administrative Agent. Each Bank Lender acknowledges that it has independently and without reliance on the Administrative Agent or any other BankLender, and based upon such information, investigations investigations, and inquiries as it deems appropriate, made its own credit analysis and decision to extend credit to the Borrower in the manner set forth in the Credit Loan Documents. It shall be the responsibility of each Bank Lender to keep itself informed as to the creditworthiness of the Borrower and any other relevant Personits Subsidiaries, and the Administrative Agent shall have no liability to any Bank Lender with respect thereto.

Liability of Administrative Agent; Credit Decision. Neither the Administrative Agent nor any of its directors, officers, agents, agents or employees shall be liable for any action taken or not taken by it in connection with the Credit Documents Loan Documents: (i) with the consent or at the request of the Required Banks, Lenders (or of any other group of Lenders called for under the specific provisions of the Loan Documents) or (ii) in the absence of its own gross negligence or willful misconduct (as proven determined by the final, non-appealable judgment of a court of competent jurisdiction)jurisdiction by final non-appealable judgment. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify verify: (i) any statement, warranty or representation made in connection with this Agreement, any other Credit Loan Document or any Credit Event; (ii) the performance or observance of any of the covenants or agreements of the Borrower Parent or any other party Subsidiary contained herein or in any other Credit Loan Document; (iii) the satisfaction of any condition specified in Section 6 7 hereof, except receipt of items required to be delivered to the Administrative Agent; or (iv) the validity, effectiveness, genuineness, enforceability, perfection, value, worth or collectibility collectability hereof or of any other Credit Loan Document or of any other documents or writing furnished in connection with any Credit Loan Document; and the Administrative Agent makes no representation of any kind or character with respect to any such matter mentioned in this sentence. The Administrative Agent may execute any of its duties under any of the Credit Loan Documents by or through employees, agents, and attorneys-in-fact attorneys‑in‑fact and shall not be answerable to the BanksLenders, the L/C Issuer, the Borrower, or any other Person for the default or misconduct of any such agents or attorneys-in-fact attorneys‑in‑fact selected with reasonable care. The Administrative Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, other document or statement (whether written or oral) believed by it to be genuine or to be sent by the proper party or parties. In particular and without limiting any of the foregoing, the Administrative Agent shall have no responsibility for confirming the accuracy of any Compliance Certificate or other document or instrument received by it under the Credit Loan Documents. The Administrative Agent may treat the payee of any Note Obligation as the holder thereof until written notice of transfer shall have been filed with the Administrative Agent signed by such payee in form satisfactory to the Administrative Agent. Each Bank Lender and L/C Issuer acknowledges that it has independently and without reliance on the Administrative Agent or any other BankLender or L/C Issuer, and based upon such information, investigations and inquiries as it deems appropriate, made its own credit analysis and decision to extend credit to the Borrower in the manner set forth in the Credit Loan Documents. It shall be the responsibility of each Bank Lender and L/C Issuer to keep itself informed as to the creditworthiness of the Borrower and any other relevant Personits Subsidiaries, and the Administrative Agent shall have no liability to any Bank Lender or L/C Issuer with respect thereto.

Liability of Administrative Agent; Credit Decision. Neither the Administrative Agent nor any of its directors, officers, agents, agents or employees shall be liable for any action taken or not taken by it in connection with the Credit Documents Loan Documents: (i) with the consent or at the request of the Required Banks, Lenders or (ii) in the absence of its own gross negligence or willful misconduct (as proven by the final, non-appealable judgment of a court of competent jurisdiction)misconduct. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify verify: (i) any statement, warranty or representation made in connection with this Agreement, any other Credit Loan Document or any Credit Event; (ii) the performance or observance of any of the covenants or agreements of Whitestone REIT, the Borrower or any other party Subsidiary contained herein or in any other Credit Loan Document; (iii) the satisfaction of any condition specified in Section 6 7 hereof, except receipt of items required to be delivered to the Administrative Agent; or (iv) the validity, effectiveness, genuineness, enforceability, perfection, value, worth or collectibility hereof or of any other Credit Loan Document or of any other documents or writing furnished in connection with any Credit Loan Document; and the Administrative Agent makes no representation of any kind or character with respect to any such matter mentioned in this sentence. The Administrative Agent may execute any of its duties under any of the Credit Loan Documents by or through employees, agents, and attorneys-in-fact attorneys‑in‑fact and shall not be answerable to the BanksLenders, the L/C Issuer, the Borrower, or any other Person for the default or misconduct of any such agents or attorneys-in-fact attorneys‑in‑fact selected with reasonable care. The Administrative Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, other document or statement (whether written or oral) believed by it to be genuine or to be sent by the proper party or parties. In particular and without limiting any of the foregoing, the Administrative Agent shall have no responsibility for confirming the accuracy of any Compliance Certificate compliance certificate or other document or instrument received by it under the Credit Loan Documents. The Administrative Agent may treat the payee of any Note Obligation as the holder thereof until written notice of transfer shall have been filed with the Administrative Agent signed by such payee in form satisfactory to the Administrative Agent. Each Bank Lender and L/C Issuer acknowledges that it has independently and without reliance on the Administrative Agent or any other BankLender or L/C Issuer, and based upon such information, investigations and inquiries as it deems appropriate, made its own credit analysis and decision to extend credit to the Borrower in the manner set forth in the Credit Loan Documents. It shall be the responsibility of each Bank Lender and L/C Issuer to keep itself informed as to the creditworthiness of the Borrower and any other relevant Personits Subsidiaries, and the Administrative Agent shall have no liability to any Bank Lender or L/C Issuer with respect thereto.

Liability of Administrative Agent; Credit Decision. Neither the Administrative Agent nor any of its directors, officers, agents, agents or employees shall be liable for any action taken or not taken by it in connection with the Credit Documents Loan Documents: (i) with the consent or at the request of the Required Banks, Lenders (or of any other group of Lenders called for under the specific provisions of the Loan Documents) or (ii) in the absence of its own gross negligence or willful misconduct (as proven determined by the final, non-appealable judgment of a court of competent jurisdiction)jurisdiction by final non-appealable judgment. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify verify: (i) any statement, warranty or representation made in connection with this Agreement, any other Credit Loan Document or any Credit Event; (ii) the performance or observance of any of the covenants or agreements of the Borrower or any other party Subsidiary contained herein or in any other Credit Loan Document; (iii) the satisfaction of any condition specified in Section 6 7 hereof, except receipt of items required to be delivered to the Administrative Agent; or (iv) the validity, effectiveness, genuineness, enforceability, perfection, value, worth or collectibility collectability hereof or of any other Credit Loan Document or of any other documents or writing furnished in connection with any Credit Loan Document; and the Administrative Agent makes no representation of any kind or character with respect to any such matter mentioned in this sentence. The Administrative Agent may execute any of its duties under any of the Credit Loan Documents by or through employees, agents, and attorneys-in-fact and shall not be answerable to the BanksLenders, the L/C Issuer, the Borrower, or any other Person for the default or misconduct of any such agents or attorneys-in-fact selected with reasonable care. The Administrative Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, other document or statement (whether written or oral) believed by it to be genuine or to be sent by the proper party or parties. In particular and without limiting any of the foregoing, the Administrative Agent shall have no responsibility for confirming the accuracy of any Compliance Certificate or other document or instrument received by it under the Credit Loan Documents. The Administrative Agent may treat the payee of any Note Obligation as the holder thereof until written notice of transfer shall have been filed with the Administrative Agent signed by such payee in form satisfactory to the Administrative Agent. Each Bank Lender and L/C Issuer acknowledges that it has independently and without reliance on the Administrative Agent or any other BankLender or L/C Issuer, and based upon such information, investigations and inquiries as it deems appropriate, made its own credit analysis and decision to extend credit to the Borrower in the manner set forth in the Credit Loan Documents. It shall be the responsibility of each Bank Lender and L/C Issuer to keep itself informed as to the creditworthiness of the Borrower and any other relevant Personits Subsidiaries, and the Administrative Agent shall have no liability to any Bank Lender or L/C Issuer with respect thereto.

Liability of Administrative Agent; Credit Decision. Neither the Administrative Agent nor any of its directors, officers, agents, agents or employees shall be liable for any action taken or not taken by it in connection with the Credit Documents Loan Documents: (i) with the consent or at the request of the Required Banks, Lenders or (ii) in the absence of its own bad faith, gross negligence or willful misconduct (as proven by the final, non-appealable judgment of a court of competent jurisdiction)misconduct. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify verify: (i) any statement, warranty or representation made in connection with this Agreement, any other Credit Loan Document or any Credit Event; (ii) the performance or observance of any of the covenants or agreements of the Borrower or any other party Subsidiary contained herein or in any other Credit Loan Document; (iii) the satisfaction of any condition specified in Section 6 3 hereof, except receipt of items required to be delivered to the Administrative Agent; or (iv) the validity, effectiveness, genuineness, enforceability, perfection, value, worth or collectibility hereof or of any other Credit Loan Document or of any other documents or writing furnished in connection with any Credit DocumentLoan Document or of any Collateral; and the Administrative Agent makes no representation of any kind or character with respect to any such matter mentioned in this sentence. The Administrative Agent may execute any of its duties under any of the Credit Loan Documents by or through employees, agents, and attorneys-in-fact and shall not be answerable to the BanksLenders, the Borrower, or any other Person for the default or misconduct of any such agents or attorneys-in-fact selected with reasonable care. The Administrative Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, other document or statement (whether written or oral) believed by it to be genuine or to be sent by the proper party or parties. In particular and without limiting any of the foregoing, the Administrative Agent shall have no responsibility for confirming the accuracy of any Compliance Certificate compliance certificate or other document or instrument received by it under the Credit Loan Documents. The Administrative Agent may treat the payee of any Note as the holder thereof until written notice of transfer shall have been filed with the Administrative Agent signed by such payee in form satisfactory to the Administrative Agent. Each Bank Lender acknowledges that it has independently and without reliance on the Administrative Agent or any other BankLender, and based upon such information, investigations and inquiries as it deems appropriate, made its own credit analysis and decision to extend credit to the Borrower in the manner set forth in the Credit Loan Documents. It shall be the responsibility of each Bank Lender to keep itself informed as to the creditworthiness of the Borrower and any other relevant Personits Subsidiaries, and the Administrative Agent shall have no liability to any Bank Lender with respect thereto.

Liability of Administrative Agent; Credit Decision. Neither the Administrative Agent nor any of its directors, officers, agents, or employees shall be liable for any action taken or not taken by it in connection with the Credit Documents (i) with the consent or at the request of the Required BanksLenders or all of the Lenders, as applicable, or (ii) in the absence of its own gross negligence or willful misconduct (as proven by the final, non-appealable judgment of a court of competent jurisdiction)misconduct. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify (i) any statement, warranty or representation made in connection with this Agreement, any other Credit Document or any Credit Event; (ii) the performance or observance of any of the covenants or agreements of the Borrower or any other party Guarantor contained herein or in any other Credit Document; (iii) the satisfaction of any condition specified in Section 6 hereof, except receipt of items required to be delivered to the Administrative Agent; or (iv) the validity, effectiveness, genuineness, enforceability, perfection, value, worth or collectibility collectability hereof or of any other Credit Document or of any other documents or writing furnished in connection with any Credit Document; and the Administrative Agent makes no representation of any kind or character with respect to any such matter mentioned in this sentence. The Administrative Agent may execute any of its duties under any of the Credit Documents by or through employees, agents, and attorneys-in-fact and shall not be answerable to the BanksLenders, the L/C Issuer, the Borrower, or any Guarantor or any other Person for the default or misconduct of any such agents or attorneys-in-fact selected with reasonable care. The Administrative Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, other document or statement (whether written or oral) reasonably believed by it to be genuine or to be sent by the proper party or parties. In particular and without limiting any of the foregoing, the Administrative Agent shall have no responsibility for confirming the accuracy of any Compliance Certificate or other document or instrument received by it under the Credit Documents. The Administrative Agent may treat the payee of any Note Obligation as the holder thereof until written notice of transfer shall have been filed with the Administrative Agent signed by such payee in form satisfactory to the Administrative Agent. Each Bank Lender and the L/C Issuer acknowledges that it has independently and without reliance on the Administrative Agent or any other BankLender or the L/C Issuer, and based upon such information, investigations and inquiries as it deems appropriate, made its own credit analysis and decision to extend credit to the Borrower in the manner set forth in the Credit Documents. It shall be the responsibility of each Bank Lender and the L/C Issuer to keep itself informed as to the creditworthiness of the Borrower and any other relevant Personthe Guarantors, and the Administrative Agent shall have no liability to any Bank Lender or the L/C Issuer with respect thereto.

Liability of Administrative Agent; Credit Decision. Neither the Administrative Agent nor any of its directors, officers, agents, agents or employees shall be liable for any action taken or not taken by it in connection with the Credit Documents Loan Documents: (i) with the consent or at the request of the Required Banks, Lenders or (ii) in the absence of its own gross negligence or willful misconduct (as proven by the final, non-appealable judgment of a court of competent jurisdiction)misconduct. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify verify: (i) any statement, warranty or representation made in connection with this Agreement, any other Credit Loan Document or any Credit Event; (ii) the performance or observance of any of the covenants or agreements of the Borrower Borrowers or any other party Subsidiary contained herein or in any other Credit Loan Document; (iii) the satisfaction of any condition specified in Section 6 7 hereof, except receipt of items required to be delivered to the Administrative Agent; or (iv) the validity, effectiveness, genuineness, enforceability, perfection, value, worth or collectibility collectability hereof or of any other Credit Loan Document or of any other documents or writing furnished in connection with any Credit DocumentLoan Document or of any Collateral; and the Administrative Agent makes no representation of any kind or character with respect to any such matter mentioned in this sentence. The Administrative Agent may execute any of its duties under any of the Credit Loan Documents by or through employees, agents, and attorneys-in-fact and shall not be answerable to the BanksLenders, the BorrowerL/C Issuer, the Borrowers, or any other Person for the default or misconduct of any such agents or attorneys-in-fact selected with reasonable care. The Administrative Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, other document or statement (whether written or oral) believed by it to be genuine or to be sent by the proper party or parties. In particular and without limiting any of the foregoing, the Administrative Agent shall have no responsibility for confirming the accuracy of any Compliance Certificate compliance certificate or other document or instrument received by it under the Credit Loan Documents. The Administrative Agent may treat the payee of any Note Obligation as the holder thereof until written notice of transfer shall have been filed with the Administrative Agent signed by such payee in form satisfactory to the Administrative Agent. Each Bank Lender and L/C Issuer acknowledges that it has independently and without reliance on the Administrative Agent or any other BankLender or L/C Issuer, and based upon such information, investigations and inquiries as it deems appropriate, made its own credit analysis and decision to extend credit to the Borrower Borrowers in the manner set forth in the Credit Loan Documents. It shall be the responsibility of each Bank Lender and L/C Issuer to keep itself informed as to the creditworthiness of the Borrower Borrowers and any other relevant Persontheir respective Subsidiaries, and the Administrative Agent shall have no liability to any Bank Lender or L/C Issuer with respect thereto.

Liability of Administrative Agent; Credit Decision. Neither the Administrative Agent nor any of its directors, officers, agents, agents or employees shall be liable for any action taken or not taken by it in connection with the Credit Documents Loan Documents: (i) with the consent or at the request of the Required Banks, Lenders or (ii) in the absence of its own gross negligence or willful misconduct (as proven by the final, non-appealable judgment of a court of competent jurisdiction)misconduct. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify verify: (i) any statement, warranty or representation made in connection with this Agreement, any other Credit Loan Document or any Credit Event; (ii) the performance or observance of any of the covenants or agreements of the Borrower or any other party Subsidiary contained herein or in any other Credit Loan Document; (iii) the satisfaction of any condition specified in Section 6 3 hereof, except receipt of items required to be delivered to the Administrative Agent; or (iv) the validity, effectiveness, genuineness, enforceability, perfection, value, worth or collectibility hereof or of any other Credit Loan Document or of any other documents or writing furnished in connection with any Credit DocumentLoan Document or of any collateral subject to the Liens granted pursuant to the Pledge Agreements; and the Administrative Agent makes no representation of any kind or character with respect to any such matter mentioned in this sentence. The Administrative Agent may execute any of its duties under any of the Credit Loan Documents by or through employees, agents, and attorneys-in-fact and shall not be answerable to the BanksLenders, the Borrower, or any other Person for the default or misconduct of any such agents or attorneys-in-fact selected with reasonable care. The Administrative Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, other document or statement (whether written or oral) believed by it to be genuine or to be sent by the proper party or parties. In particular and without limiting any of the foregoing, the Administrative Agent shall have no responsibility for confirming the accuracy of any Compliance Certificate compliance certificate or other document or instrument received by it under the Credit Loan Documents. The Administrative Agent may treat the payee of any Note as the holder thereof until written notice of transfer shall have been filed with the Administrative Agent signed by such payee in form satisfactory to the Administrative Agent. Each Bank Lender acknowledges that it has independently and without reliance on the Administrative Agent or any other BankLender, and based upon such information, investigations and inquiries as it deems appropriate, made its own credit analysis and decision to extend credit to the Borrower in the manner set forth in the Credit Loan Documents. It shall be the responsibility of each Bank Lender to keep itself informed as to the creditworthiness of the Borrower and any other relevant Personits Subsidiaries, and the Administrative Agent shall have no liability to any Bank Lender with respect thereto.

Liability of Administrative Agent; Credit Decision. Neither the Administrative Agent nor any of its directors, officers, agents, or employees shall be liable for any action taken or not taken by it in connection with the Credit Documents (i) with the consent or at the request of the Required Banks or all of the Banks, as applicable, or (ii) in the absence of its own gross negligence or willful misconduct (as proven by the final, non-appealable judgment of a court of competent jurisdiction)misconduct. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify (i) any statement, warranty or representation made in connection with this Agreement, any other Credit Document or any Credit Event; (ii) the performance or observance of any of the covenants or agreements of the Borrower or any other party Guarantor contained herein or in any other Credit Document; (iii) the satisfaction of any condition specified in Section 6 hereof, except receipt of items required to be delivered to the Administrative Agent; or (iv) the validity, effectiveness, genuineness, enforceability, perfection, value, worth or collectibility hereof or of any other Credit Document or of any other documents or writing furnished in connection with any Credit Document; and the Administrative Agent makes no representation of any kind or character with respect to any such matter mentioned in this sentence. The Administrative Agent may execute any of its duties under any of the Credit Documents by or through employees, agents, and attorneys-in-fact and shall not be answerable to the Banks, the Borrower, or any Guarantor or any other Person for the default or misconduct of any such agents or attorneys-in-fact selected with reasonable care. The Administrative Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, other document or statement (whether written or oral) reasonably believed by it to be genuine or to be sent by the proper party or parties. In particular and without limiting any of the foregoing, the Administrative Agent shall have no responsibility for confirming the accuracy of any Compliance Certificate or other document or instrument received by it under the Credit Documents. The Administrative Agent may treat the payee of any Note Obligation as the holder thereof until written notice of transfer shall have been filed with the Administrative Agent signed by such payee in form satisfactory to the Administrative Agent. Each Bank acknowledges that it has independently and without reliance on the Administrative Agent or any other Bank, and based upon such information, investigations and inquiries as it deems appropriate, made its own credit analysis and decision to extend credit to the Borrower in the manner set forth in the Credit Documents. It shall be the responsibility of each Bank to keep itself informed as to the creditworthiness of the Borrower and any other relevant Personthe Guarantors, and the Administrative Agent shall have no liability to any Bank with respect thereto.

Liability of Administrative Agent; Credit Decision. Neither the Administrative Agent nor any of its directors, officers, agents, or employees shall be liable for any action taken or not taken by it in connection with the Credit Documents (i) with the consent or at the request of the Required Banks or all of the Banks, as applicable, or (ii) in the absence of its own gross negligence or willful misconduct (as proven by the final, non-appealable judgment of a court of competent jurisdiction)misconduct. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify (i) any statement, warranty or representation made in connection with this Agreement, any other Credit Document or any Credit Event; (ii) the performance or observance of any of the covenants or agreements of the Borrower or any other party Guarantor contained herein or in any other Credit Document; (iii) the satisfaction of any condition specified in Section 6 hereof, except receipt of items required to be delivered to the Administrative Agent; or (iv) the validity, effectiveness, genuineness, enforceability, perfection, value, worth or collectibility hereof or of any other Credit Document or of any other documents or writing furnished in connection with any Credit Document; and the Administrative Agent makes no representation of any kind or character with respect to any such matter mentioned in this sentence. The Administrative Agent may execute any of its duties under any of the Credit Documents by or through employees, agents, and attorneys-in-fact and shall not be answerable to the Banks, the Borrower, or any Guarantor or any other Person for the default or misconduct of any such agents or attorneys-in-fact selected with reasonable care. The Administrative Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, other document or statement (whether written or oral) reasonably believed by it to be genuine or to be sent by the proper party or parties. In particular and without limiting any of the foregoing, the Administrative Agent shall have no responsibility for confirming the accuracy of any Compliance Certificate or other document or instrument received by it under the Credit Documents. The Administrative Agent may treat the payee of any Note as the holder thereof until written notice of transfer shall have been filed with the Administrative Agent signed by such payee in form satisfactory to the Administrative Agent. Each Bank acknowledges that it has independently and without reliance on the Administrative Agent or any other Bank, and based upon such information, investigations and inquiries as it deems appropriate, made its own credit analysis and decision to extend credit to the Borrower in the manner set forth in the Credit Documents. It shall be the responsibility of each Bank to keep itself informed as to the creditworthiness of the Borrower and any other relevant Personthe Guarantors, and the Administrative Agent shall have no liability to any Bank with respect thereto.

Liability of Administrative Agent; Credit Decision. Neither the Administrative Agent nor any of its directors, officers, agents, agents or employees shall be liable for any action taken or not taken by it in connection with the Credit Documents Loan Documents: (i) with the consent or at the request of the Required Banks, Lenders or (ii) in the absence of its own gross negligence or willful misconduct (as proven determined by the final, non-appealable judgment of a court of competent jurisdiction)jurisdiction by final non-appealable judgment. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify verify: (i) any statement, warranty or representation made in connection with this Agreement, any other Credit Loan Document or any Credit Event; (ii) the performance or observance of any of the covenants or agreements of Whitestone REIT, the Borrower or any other party Subsidiary contained herein or in any other Credit Loan Document; (iii) the satisfaction of any condition specified in Section 6 7 hereof, except receipt of items required to be delivered to the Administrative Agent; or (iv) the validity, effectiveness, genuineness, enforceability, perfection, value, worth or collectibility collectability hereof or of any other Credit Loan Document or of any other documents or writing furnished in connection with any Credit Loan Document; and the Administrative Agent makes no representation of any kind or character with respect to any such matter mentioned in this sentence. The Administrative Agent may execute any of its duties under any of the Credit Loan Documents by or through employees, agents, and attorneys-in-fact attorneys‑in‑fact and shall not be answerable to the BanksLenders, the L/C Issuer, the Borrower, or any other Person for the default or misconduct of any such agents or attorneys-in-fact attorneys‑in‑fact selected with reasonable care. The Administrative Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, other document or statement (whether written or oral) believed by it to be genuine or to be sent by the proper party or parties. In particular and without limiting any of the foregoing, the Administrative Agent shall have no responsibility for confirming the accuracy of any Compliance Certificate compliance certificate or other document or instrument received by it under the Credit Loan Documents. The Administrative Agent may treat the payee of any Note Obligation as the holder thereof until written notice of transfer shall have been filed with the Administrative Agent signed by such payee in form satisfactory to the Administrative Agent. Each Bank Lender and L/C Issuer acknowledges that it has independently and without reliance on the Administrative Agent or any other BankLender or L/C Issuer, and based upon such information, investigations and inquiries as it deems appropriate, made its own credit analysis and decision to extend credit to the Borrower in the manner set forth in the Credit Loan Documents. It shall be the responsibility of each Bank Lender and L/C Issuer to keep itself informed as to the creditworthiness of the Borrower and any other relevant Personits Subsidiaries, and the Administrative Agent shall have no liability to any Bank Lender or L/C Issuer with respect thereto.

Liability of Administrative Agent; Credit Decision. Neither the Administrative Agent nor any of its directors, officers, agents, or employees Affiliated Parties shall be liable for any action taken or not taken by it in connection with the Credit Documents Loan Documents: (i) with the consent or at the request of the Required Banks, Lenders or (ii) in the absence of its own gross negligence or willful misconduct (as proven finally determined by the final, non-appealable judgment of a court of competent jurisdiction). Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify verify: (i) any statement, warranty or representation made in connection with this Agreement, any other Credit Loan Document or any Credit Event; (ii) the performance or observance of any of the covenants or agreements of the Borrower or any other party Subsidiary contained herein or in any other Credit DocumentLoan Document or the occurrence of any Default; (iii) the satisfaction of any condition specified in Section 6 7 hereof, except receipt of items required to be delivered to the Administrative Agent pursuant to Section 7; or (iv) the validity, effectiveness, genuineness, enforceability, perfection, value, worth or collectibility hereof or of any other Credit Loan Document or of any other documents or writing furnished in connection with any Credit DocumentLoan Document or of any Collateral; and the Administrative Agent makes no representation of any kind or character with respect to any such matter mentioned in this sentence. The Administrative Agent may execute any of its duties under any of the Credit Loan Documents by or through employees, agents, and attorneys-in-fact and shall not be answerable to the BanksLenders, the Borrower, or any other Person for the default or misconduct of any such agents or attorneys-in-fact selected with reasonable care. The Administrative Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, other document or statement (whether written or oraloral and including by telephone and any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine or to be sent by the proper party or parties. In particular and without limiting any of the foregoing, the Administrative Agent shall have no responsibility for confirming the accuracy of any Compliance Certificate compliance certificate or other document or instrument received by it under the Credit Loan Documents. The Administrative Agent may treat the payee of any Note as the holder thereof until written notice of transfer shall have been filed with the Administrative Agent signed by such payee in form satisfactory to the Administrative Agent. Each Bank Lender acknowledges that it has independently and without reliance on the Administrative Agent or any other BankLender, and based upon such information, investigations and inquiries as it deems appropriate, made its own credit analysis and decision to extend credit to the Borrower in the manner set forth in the Credit Loan Documents. It shall be the responsibility of each Bank Lender to keep itself informed as to the creditworthiness of the Borrower and any other relevant Personits Subsidiaries, and the Administrative Agent shall have no liability to any Bank Lender with respect thereto.

Liability of Administrative Agent; Credit Decision. Neither the Administrative Agent nor any of its directors, officers, agents, agents or employees shall be liable for any action taken or not taken by it in connection with the Credit Documents Loan Documents: (i) with the consent or at the request of the Required Banks, Lenders or (ii) in the absence of its own gross negligence or willful misconduct (as proven by the final, non-appealable judgment of a court of competent jurisdiction)misconduct. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify verify: (i) any statement, warranty or representation made in connection with this Agreement, any other Credit Loan Document or any Credit Event; (ii) the performance or observance of any of the covenants or agreements of the Borrower or any other party Guarantor contained herein or in any other Credit Loan Document; (iii) the satisfaction of any condition specified in Section 6 3 hereof, except receipt of items required to be delivered to the Administrative Agent; or (iv) the validity, effectiveness, genuineness, enforceability, perfection, value, worth or collectibility hereof or of any other Credit Loan Document or of any other documents or writing furnished in connection with any Credit DocumentLoan Document or of any Collateral; and the Administrative Agent makes no representation of any kind or character with respect to any such matter mentioned in this sentence. The Administrative Agent may execute any of its duties under any of the Credit Loan Documents by or through employees, agents, and attorneys-in-fact and shall not be answerable to the BanksLenders, the Borrower, or any other Person for the default or misconduct of any such agents or attorneys-in-fact selected with reasonable care. The Administrative Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, other document or statement (whether written or oral) believed by it to be genuine or to be sent by the proper party or parties. In particular and without limiting any of the foregoing, the Administrative Agent shall have no responsibility for confirming the accuracy of any Compliance Certificate compliance certificate or other document or instrument received by it under the Credit Loan Documents. The Administrative Agent may treat the payee of any Note as the holder thereof until written notice of transfer shall have been filed with the Administrative Agent signed by such payee in form satisfactory to the Administrative Agent. Each Bank Lender acknowledges that it has independently and without reliance on the Administrative Agent or any other BankLender, and based upon such information, investigations and inquiries as it deems appropriate, made its own credit analysis and decision to extend credit to the Borrower in the manner set forth in the Credit Loan Documents. It shall be the responsibility of each Bank Lender to keep itself informed as to the creditworthiness of the Borrower and any other relevant Personthe Guarantors, and the Administrative Agent shall have no liability to any Bank Lender with respect thereto.

Liability of Administrative Agent; Credit Decision. Neither the Administrative Agent nor any of its directors, officers, agents, or employees shall be liable for any action taken or not taken by it in connection with the Credit Documents transactions contemplated by this Agreement (i) with the consent or at the request of the Required Banks, Majority Participating Banks or (ii) in the absence of its own gross negligence or willful misconduct (as proven by the final, non-appealable judgment of a court of competent jurisdiction)misconduct. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify (i) any statement, warranty or representation made in connection with this Agreement, any other Credit Document Agreement or any Credit Eventthe Letter of Credit; (ii) the performance or observance of any of the covenants or agreements of the Borrower Company or any other party contained herein or in any other Credit Documentthe Letter of Credit; (iii) the satisfaction of any condition specified in Section 6 3.1 or 3.2 hereof, except receipt of items required to be delivered to the Administrative Agent; or (iv) the validity, effectiveness, genuineness, enforceability, perfection, value, worth or collectibility hereof or of any other Credit Document or of any other documents or writing furnished in connection with any Credit Documentherewith; and the Administrative Agent makes no representation of any kind or character with respect to any such matter mentioned in this sentence. The Administrative Agent may execute any of its duties under any this Agreement or the Letter of the Credit Documents by or through employees, agents, and attorneys-in-fact and shall not be answerable to the Participating Banks, the BorrowerCompany, or any other Person for the default or misconduct of any such agents or attorneys-in-fact selected with reasonable care. The Administrative Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, other document or statement (whether written or oral) believed by it to be he genuine or to be sent by the proper party or parties. In particular and without limiting any of the foregoing, the Administrative Agent shall have no responsibility for confirming the accuracy of any Compliance Certificate or other document or instrument received by it under the Credit Documents. The Administrative Agent may treat the payee of any Note as the holder thereof until written notice of transfer shall have been filed with the Administrative Agent signed by such payee in form satisfactory to the Administrative Agent. Each Participating Bank acknowledges that it has independently and without reliance on the Administrative Agent or any other Participating Bank, and based upon such information, investigations and inquiries as it deems appropriate, made its own credit analysis and decision to extend credit to the Borrower Company in the manner set forth in the Credit Documentsherein. It shall be the responsibility of each Participating Bank to keep itself informed as to the creditworthiness of the Borrower Company and any other relevant Person, and the Administrative Agent shall have no liability to any Participating Bank with respect thereto.

Liability of Administrative Agent; Credit Decision. Neither the Administrative Agent nor any of its directors, officers, agents, agents or employees shall be liable for any action taken or not taken by it in connection with the Credit Documents Loan Documents: (i) with the consent or at the request of the Required Banks, Lenders or (ii) in the absence of its own gross negligence or willful misconduct (as proven by the final, non-appealable judgment of a court of competent jurisdiction)misconduct. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify verify: (i) any statement, warranty or representation made in connection with this Agreement, any other Credit Loan Document or any Credit Event; (ii) the performance or observance of any of the covenants or agreements of the Borrower Credit Parties or any other party Subsidiary contained herein or in any other Credit Loan Document; (iii) the satisfaction of any condition specified in Section 6 7 hereof, except receipt of items required to be delivered to the Administrative Agent; or (iv) the validity, effectiveness, genuineness, enforceability, perfection, value, worth or collectibility hereof or of any other Credit Loan Document or of any other documents or writing furnished in connection with any Credit Loan Document; and the Administrative Agent makes no representation of any kind or character with respect to any such matter mentioned in this sentence. The Administrative Agent may execute any of its duties under any of the Credit Loan Documents by or through employees, agents, and attorneys-in-fact and shall not be answerable to the BanksLenders, the BorrowerCredit Parties, or any other Person for the default or misconduct of any such agents or attorneys-in-fact selected with reasonable care. The Administrative Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, other document or statement (whether written or oral) reasonably believed by it to be genuine or to be sent by the proper party or parties. In particular and without limiting any of the foregoing, the Administrative Agent shall have no responsibility for confirming the accuracy of any Compliance Certificate compliance certificate or other document or instrument received by it under the Credit Loan Documents. The Administrative Agent may treat the payee of any Note as the holder thereof until written notice of transfer shall have been filed with the Administrative Agent signed by such payee in form satisfactory to the Administrative Agent. Each Bank Lender acknowledges that it has independently and without reliance on the Administrative Agent or any other BankLender, and based upon such information, investigations and inquiries as it deems appropriate, made its own credit analysis and decision to extend credit to the Borrower Borrowers in the manner set forth in the Credit Loan Documents. It shall be the responsibility of each Bank Lender to keep itself informed as to the creditworthiness of the Borrower Borrowers and any other relevant Persontheir Subsidiaries, and the Administrative Agent shall have no liability to any Bank Lender with respect thereto.

Liability of Administrative Agent; Credit Decision. Neither the Administrative Agent nor any of its directors, officers, agents, agents or employees shall be liable for any action taken or not taken by it in connection with the Credit Documents Loan Documents: (i) with the consent or at the request of the Required Banks, Lenders or (ii) in the absence of its own bad faith, gross negligence or willful misconduct (as proven by misconduct, in each case, unless such action or inaction violates the final, non-appealable judgment terms of a court of competent jurisdiction)this Agreement or the other Loan Documents. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify verify: (i) any statement, warranty or representation made in connection with this Agreement, any other Credit Loan Document or any Credit Event; (ii) the performance or observance of any of the covenants or agreements of the Borrower or any other party Subsidiary contained herein or in any other Loan Document or any Credit DocumentEvent; (iii) the satisfaction of any condition specified in Section 6 3 hereof, except receipt of items required to be delivered to the Administrative Agent; or (iv) the validity, effectiveness, genuineness, enforceability, perfection, value, worth or collectibility hereof or of any other Credit Loan Document or of any other documents or writing furnished in connection with any Credit DocumentLoan Document or of any Collateral; and the Administrative Agent makes no representation of any kind or character with respect to any such matter mentioned in this sentence. The Administrative Agent may execute any of its duties under any of the Credit Loan Documents by or through employees, agents, and attorneys-in-fact and shall not be answerable to the BanksLenders, the Borrower, or any other Person for the default or misconduct of any such agents or attorneys-in-fact selected with reasonable care. The Administrative Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, other document or statement (whether written or oral) believed by it in good faith to be genuine or to be sent by the proper party or parties. In particular and without limiting any of the foregoing, the Administrative Agent shall have no responsibility for confirming the accuracy of any Compliance Certificate compliance certificate or other document or instrument received by it under the Credit Loan Documents. The Administrative Agent may treat the payee of any Note as the holder thereof until written notice of transfer shall have been filed with the Administrative Agent signed by such payee in form satisfactory to the Administrative Agent. Each Bank Lender acknowledges that it has independently and without reliance on the Administrative Agent or any other BankLender, and based upon such information, investigations and inquiries as it deems appropriate, made its own credit analysis and decision to extend credit to the Borrower in the manner set forth in the Credit Loan Documents. It shall be the responsibility of each Bank Lender to keep itself informed as to the creditworthiness of the Borrower and any other relevant Personits Subsidiaries, and the Administrative Agent shall have no liability to any Bank Lender with respect thereto.

Liability of Administrative Agent; Credit Decision. Neither the Administrative Agent nor any of its directors, officers, agents, agents or employees shall be liable for any action taken or not taken by it in connection with the Credit Documents Loan Documents: (i) with the consent or at the request of the Required Banks, Lenders or (ii) in the absence of its own gross negligence or willful misconduct (as proven by the determined in a final, non-appealable judgment of by a court of competent jurisdiction). Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify verify: (i) any statement, warranty or representation made in connection with this Agreement, any other Credit Loan Document or any Credit Event; (ii) the performance or observance of any of the covenants or agreements of the Borrower any Loan Party or any other party Subsidiary contained herein or in any other Credit Loan Document; (iii) the satisfaction of any condition specified in Section 6 7 hereof, except receipt of items required to be delivered to the Administrative Agent; or (iv) the validity, effectiveness, genuineness, enforceability, perfection, value, worth or collectibility hereof or of any other Credit Loan Document or of any other documents or writing furnished in connection with any Credit DocumentLoan Document or of any Collateral; and the Administrative Agent makes no representation of any kind or character with respect to any such matter mentioned in this sentence. The Administrative Agent may execute any of its duties under any of the Credit Loan Documents by or through employees, agents, and attorneys-in-fact and shall not be answerable to the BanksLenders, the BorrowerL/C Issuer, any Loan Party, or any other Person for the default or misconduct of any such agents or attorneys-in-fact selected with reasonable care. The Administrative Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, other document or statement (whether written or oral) believed by it to be genuine or to be sent by the proper party or parties. In particular and without limiting any of the foregoing, the Administrative Agent shall have no responsibility for confirming the accuracy of any Compliance Certificate compliance certificate or other document or instrument received by it under the Credit Loan Documents. The Administrative Agent may treat the payee of any Note Obligation as the holder thereof until written notice of transfer shall have been filed with the Administrative Agent signed by such payee in form satisfactory to the Administrative Agent. Each Bank Lender and L/C Issuer acknowledges that it has independently and without reliance on the Administrative Agent or any other BankLender or L/C Issuer, and based upon such information, investigations and inquiries as it deems appropriate, made its own credit analysis and decision to extend credit to the Borrower Borrowers in the manner set forth in the Credit Loan Documents. It shall be the responsibility of each Bank Lender and L/C Issuer to keep itself informed as to the creditworthiness of the Borrower Loan Parties and any other relevant Persontheir respective Subsidiaries, and the Administrative Agent shall have no liability to any Bank Lender or L/C Issuer with respect thereto.

Liability of Administrative Agent; Credit Decision. Neither the Administrative Agent nor any of its directors, officers, agents, officers or employees shall be liable for any action taken or not taken by it in connection with the Credit Documents Loan Documents: (i) with the consent or at the request of the Required Banks, Lenders or (ii) in the absence of its own gross negligence or willful misconduct (as proven by the final, non-appealable judgment of a court of competent jurisdiction)misconduct. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify verify: (i) any statement, warranty or representation made in connection with this Agreement, any other Credit Loan Document or any Credit Event; (ii) the performance or observance of any of the covenants or agreements of the Borrower or any other party Subsidiary contained herein or in any other Credit Loan Document; (iii) the satisfaction of any condition specified in Section 6 hereof, except receipt of items required to be delivered to the Administrative Agent; or (iv) the validity, effectiveness, genuineness, enforceability, perfection, value, worth or collectibility hereof or of any other Credit Loan Document or of any other documents or writing furnished in connection with any Credit Loan Document; and the Administrative Agent makes no representation of any kind or character with respect to any such matter mentioned in this sentence. The Administrative Agent may execute any of its duties under any of the Credit Loan Documents by or through employees, agents, and attorneys-in-fact and shall not be answerable to the Banks, the Borrower, or any other Person Lenders for the default or misconduct of any such agents or attorneys-in-fact selected with reasonable care. The Administrative Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, other document or statement (whether written or oral) believed by it to be genuine or to be sent by the proper party or parties. In particular and without limiting any of the foregoing, the Administrative Agent shall have no responsibility for confirming the accuracy of any Compliance Certificate compliance certificate or other document or instrument received by it under the Credit Loan Documents. The Administrative Agent may treat the payee of any Note as the holder thereof until written notice of transfer shall have been filed with the Administrative Agent signed by such payee in form satisfactory to the Administrative Agent. Each Bank Lender acknowledges that it has independently and without reliance on the Administrative Agent or any other BankLender, and based upon such information, investigations and inquiries as it deems appropriate, made its own credit analysis and decision to extend credit to the Borrower in the manner set forth in the Credit Loan Documents. It shall be the responsibility of each Bank Lender to keep itself informed as to the creditworthiness of the Borrower and any other relevant Personits Subsidiaries, and the Administrative Agent shall have no liability to any Bank Lender with respect thereto.

Liability of Administrative Agent; Credit Decision. Neither the Administrative Agent nor any of its directors, officers, agents, or employees shall be liable for any action taken or not taken by it in connection with the Credit Documents (i) with the consent or at the request of the Required Banks, Banks or (ii) in the absence of its own gross negligence or willful misconduct (as proven by the final, non-appealable judgment of a court of competent jurisdiction)misconduct. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify (i) any statement, warranty or representation made in connection with this Agreement, any other Credit Document or any Credit EventBorrowing; (ii) the performance or observance of any of the covenants or agreements of the Borrower or any other party contained herein or in any other Credit Document; (iii) the satisfaction of any condition specified in Section 6 hereof; or (iv) the validity, effectiveness, genuineness, enforceability, perfection, value, worth or collectibility hereof or of any other Credit Document or of any other documents or writing furnished in connection with any Credit Document; and the Administrative Agent makes no representation of any kind or character with respect to any such matter mentioned in this sentence. The Administrative Agent may execute any of its duties under any of the Credit Documents by or through employees, agents, and attorneys-in-fact and shall not be answerable to the Banks, the Borrower, or any other Person for the default or misconduct of any such agents or attorneys-in-fact selected with reasonable care. The Administrative Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, other document or statement (whether written or oral) believed by it to be genuine or to be sent by the proper party or parties. In particular and without limiting any of the foregoing, the Administrative Agent shall have no responsibility for confirming the accuracy of any Compliance Certificate or other document or instrument received by it under the Credit Documents. The Administrative Agent may treat the payee of any Note as the holder thereof until written notice of transfer shall have been filed with the Administrative Agent signed by such payee in form satisfactory to the Administrative Agent. Each Bank acknowledges that it has independently and without reliance on the Administrative Agent or any other Bank, and based upon such information, investigations and inquiries as it deems appropriate, made its own credit analysis and decision to extend credit to the Borrower in the manner set forth in the Credit Documents. It shall be the responsibility of each Bank to keep itself informed as to the creditworthiness of the Borrower and any other relevant Person, and the Administrative Agent shall have no liability to any Bank with respect thereto.

Liability of Administrative Agent; Credit Decision. Neither the Administrative Agent nor any of its directors, officers, agents, agents or employees shall be liable for any action taken or not taken by it in connection with the Credit Documents Loan Documents: (i) with the consent or at the request of the Required Banks, Lenders or (ii) in the absence of its own gross negligence or willful misconduct (as proven by the final, non-appealable judgment of a court of competent jurisdiction)misconduct. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify verify: (i) any statement, warranty or representation made in connection with this Agreement, any other Credit Loan Document or any Credit Event; (ii) the performance or observance of any of the covenants or agreements of Holdings, the Borrower or any other party Borrower Subsidiary contained herein or in any other Credit Loan Document; (iii) the satisfaction of any condition specified in Section 6 7 hereof, except receipt of items required to be delivered to the Administrative Agent; or (iv) the validity, effectiveness, genuineness, enforceability, perfection, value, worth or collectibility hereof or of any other Credit Loan Document or of any other documents or writing furnished in connection with any Credit DocumentLoan Document or of any Collateral; and the Administrative Agent makes no representation of any kind or character with respect to any such matter mentioned in this sentence. The Administrative Agent may execute any of its duties under any of the Credit Loan Documents by or through employees, agents, and attorneys-in-fact attorneys‑in‑fact and shall not be answerable to the BanksLenders, the L/C Issuer, the Borrower, or any other Person for the default or misconduct of any such agents or attorneys-in-fact attorneys‑in‑fact selected with reasonable care. The Administrative Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, other document or statement (whether written or oral) believed by it to be genuine or to be sent by the proper party or parties. In particular and without limiting any of the foregoing, the Administrative Agent shall have no responsibility for confirming the accuracy of any Compliance Certificate compliance certificate or other document or instrument received by it under the Credit Loan Documents. The Administrative Agent may treat the payee of any Note Obligation as the holder thereof until written notice of transfer shall have been filed with the Administrative Agent signed by such payee in form satisfactory to the Administrative Agent. Each Bank Lender and L/C Issuer acknowledges that it has independently and without reliance on the Administrative Agent or any other BankLender or L/C Issuer, and based upon such information, investigations and inquiries as it deems appropriate, made its own credit analysis and decision to extend credit to the Borrower in the manner set forth in the Credit Loan Documents. It shall be the responsibility of each Bank Lender and L/C Issuer to keep itself informed as to the creditworthiness of Holdings, the Borrower and any other relevant Personthe Borrower Subsidiaries, and the Administrative Agent shall have no liability to any Bank Lender or L/C Issuer with respect thereto.

Liability of Administrative Agent; Credit Decision. Neither the Administrative Agent nor any of its directors, officers, agents, agents or employees shall be liable for any action taken or not taken by it in connection with the Credit Documents Loan Documents: (ia) with the consent or at the request of the Required Banks, Lenders or (iib) in the absence of its own gross negligence or willful misconduct (as proven determined by the final, non-appealable judgment of a court of competent jurisdiction)jurisdiction in a final non-appealable judgment. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify verify: (i) any statement, warranty or representation made in connection with this Agreement, any other Credit Loan Document or any Credit Eventadvancing of any Loan; (ii) the performance or observance of any of the covenants or agreements of the Borrower or any other party Subsidiary contained herein or in any other Credit Loan Document; (iii) the satisfaction of any condition specified in Section 6 7 hereof, except receipt of items required to be delivered to the Administrative Agent; or (iv) the validity, effectiveness, genuineness, enforceability, perfection, value, worth or collectibility collectability hereof or of any other Credit Loan Document or of any other documents or writing furnished in connection with any Credit Loan Document; and the Administrative Agent makes no representation of any kind or character with respect to any such matter mentioned in this sentence. The Administrative Agent may execute any of its duties under any of the Credit Loan Documents by or through employees, agents, and attorneys-in-fact and shall not be answerable to the BanksLenders, the Borrower, or any other Person for the default or misconduct of any such agents or attorneys-in-fact selected with reasonable care. The Administrative Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, other document or statement (whether written or oral) believed by it to be genuine or to be sent by the proper party or parties. In particular and without limiting any of the foregoing, the Administrative Agent shall have no responsibility for confirming the accuracy of any Compliance Certificate compliance certificate or other document or instrument received by it under the Credit Loan Documents. The Administrative Agent may treat the payee of any Note Obligation as the holder thereof until written notice of transfer shall have been filed with the Administrative Agent signed by such payee in form satisfactory to the Administrative Agent. Each Bank Lender acknowledges that it has independently and without reliance on the Administrative Agent or any other BankLender, and based upon such information, investigations and inquiries as it deems appropriate, made its own credit analysis and decision to extend credit to the Borrower in the manner set forth in the Credit Loan Documents. It shall be the responsibility of each Bank Lender to keep itself informed as to the creditworthiness of the Borrower and any other relevant Personits Subsidiaries, and the Administrative Agent shall have no liability to any Bank Lender with respect thereto. Without limiting the generality of the foregoing, the Administrative Agent shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any of the Borrower or any of its Affiliates that is communicated to or obtained by the Person serving as the Administrative Agent or any of its Affiliates in any capacity.

Liability of Administrative Agent; Credit Decision. Neither the Administrative Agent nor any of its directors, officers, agents, agents or employees shall be liable for any action taken or not taken by it in connection with the Credit Documents Loan Documents: (i) with the consent or at the request of the Required Banks, Lenders or (ii) in the absence of its own gross negligence or willful misconduct (as proven by the final, non-appealable judgment of a court of competent jurisdiction)misconduct. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify verify: (i) any statement, warranty or representation made in connection with this Agreement, any other Credit Loan Document or any Credit Event; (ii) the performance or observance of any of the covenants or agreements of the Borrower or any other party Subsidiary contained herein or in any other Credit Loan Document; (iii) the satisfaction of any condition specified in Section 6 7 hereof, except receipt of items required to be delivered to the Administrative Agent; or (iv) the validity, effectiveness, genuineness, enforceability, perfection, value, worth or collectibility hereof or of any other Credit Loan Document or of any other documents or writing furnished in connection with any Credit Loan Document; and the Administrative Agent makes no representation of any kind or character with respect to any such matter mentioned in this sentence. The Administrative Agent may execute any of its duties under any of the Credit Loan Documents by or through employees, agents, and attorneys-in-fact and shall not be answerable to the BanksLenders, the L/C Issuer, the Borrower, or any other Person for the default or misconduct of any such agents or attorneys-in-fact selected with reasonable care. The Administrative Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, other document or statement (whether written or oral) believed by it to be genuine or to be sent by the proper party or parties. In particular and without limiting any of the foregoing, the Administrative Agent shall have no responsibility for confirming the accuracy of any Compliance Certificate compliance certificate or other document or instrument received by it under the Credit Loan Documents. The Administrative Agent may treat the payee of any Note Obligation as the holder thereof until written notice of transfer shall have been filed with the Administrative Agent signed by such payee in form satisfactory to the Administrative Agent. Each Bank Lender and L/C Issuer acknowledges that it has independently and without reliance on the Administrative Agent or any other BankLender or L/C Issuer, and based upon such information, investigations and inquiries as it deems appropriate, made its own credit analysis and decision to extend credit to the Borrower in the manner set forth in the Credit Loan Documents. It shall be the responsibility of each Bank Lender and L/C Issuer to keep itself informed as to the creditworthiness of the Borrower and any other relevant Personits Subsidiaries, and the Administrative Agent shall have no liability to any Bank Lender or L/C Issuer with respect thereto.

Liability of Administrative Agent; Credit Decision. Neither the Administrative Agent nor any of its directors, officers, agents, or employees shall be liable for any action taken or not taken by it in connection with the Credit Documents (i) with the consent or at the request of the Required Banks, or (ii) in the absence of its own gross negligence or willful misconduct (as proven by the final, non-appealable judgment of a court of competent jurisdiction). Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify (i) any statement, warranty or representation made in connection with this Agreement, any other Credit Document or any Credit Event; (ii) the performance or observance of any of the covenants or agreements of the Borrower or any other party contained herein or in any other Credit Document; (iii) the satisfaction of any condition specified in Section 6 hereof; or (iv) the validity, effectiveness, genuineness, enforceability, perfection, value, worth or collectibility hereof or of any other Credit Document or of any other documents or writing furnished in connection with any Credit Document; and the Administrative Agent makes no representation of any kind or character with respect to any such matter mentioned in this sentence. The Administrative Agent may execute any of its duties under any of the Credit Documents by or through employees, agents, and attorneys-in-fact and shall not be answerable to the Banks, the Borrower, or any other Person for the default or misconduct of any such agents or attorneys-in-fact selected with reasonable care. The Administrative Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, other document or statement (whether written or oral) believed by it to be genuine or to be sent by the proper party or parties. In particular and without limiting any of the foregoing, the Administrative Agent shall have no responsibility for confirming the accuracy of any Compliance Certificate or other document or instrument received by it under the Credit Documents. The Administrative Agent may treat the payee of any Note as the holder thereof until written notice of transfer shall have been filed with the Administrative Agent signed by such payee in form satisfactory to the Administrative Agent. Each Bank acknowledges that it has independently and without reliance on the Administrative Agent or any other Bank, and based upon such information, investigations and inquiries as it deems appropriate, made its own credit analysis and decision to extend credit to the Borrower in the manner set forth in the Credit Documents. It shall be the responsibility of each Bank to keep itself informed as to the creditworthiness of the Borrower and any other relevant Person, and the Administrative Agent shall have no liability to any Bank with respect thereto.

Liability of Administrative Agent; Credit Decision. Neither the Administrative Agent nor any of its directors, officers, agents, agents or employees shall be liable for any action taken or not taken by it in connection with the Credit Documents Loan Documents: (i) with the consent or at the request of the Required Banks, Lenders or (ii) in the absence of its own gross negligence negligence, bad faith or willful misconduct (as proven by the final, non-appealable judgment of a court of competent jurisdiction)misconduct. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify verify: (i) any statement, warranty or representation made in connection with this Agreement, any other Credit Loan Document or any Credit Event; (ii) the performance or observance of any of the covenants or agreements of the Borrower or any other party Loan Party contained herein or in any other Credit Loan Document; (iii) the satisfaction of any condition specified in Section 6 hereof4, except receipt of items required to be delivered to Administrative Agent; or (iv) the validity, effectiveness, genuineness, enforceability, perfection, value, worth or collectibility collectability hereof or of any other Credit Loan Document or of any other documents or writing furnished in connection with any Credit DocumentLoan Document or of any Collateral; and the Administrative Agent makes no representation of any kind or character with respect to any such matter mentioned in this sentence. The Administrative Agent may execute any of its duties under any of the Credit Loan Documents by or through employees, agents, and attorneys-in-attorneys in fact and shall not be answerable to the BanksLenders, the L/C Issuer, Borrower, or any other Person for the default or misconduct of any such agents or attorneys-in-attorneys in fact selected with reasonable care. The Administrative Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, other document or statement (whether written or oral) believed by it to be genuine or to be sent by the proper party or parties. In particular and without limiting any of the foregoing, the Administrative Agent shall have no responsibility for confirming the accuracy of any Compliance Certificate compliance certificate or other document or instrument received by it under the Credit Loan Documents. The Administrative Agent may treat the payee of any Note Obligation as the holder thereof until written notice of transfer shall have been filed with the Administrative Agent signed by such payee in form satisfactory to the Administrative Agent. Each Bank Lender and L/C Issuer acknowledges that it has independently and without reliance on the Administrative Agent or any other BankLender or L/C Issuer, and based upon such information, investigations and inquiries as it deems appropriate, made its own credit analysis and decision to extend credit to the Borrower in the manner set forth in the Credit Loan Documents. It shall be the responsibility of each Bank Lender and L/C Issuer to keep itself informed as to the creditworthiness of the Borrower and any other relevant Personits Subsidiaries, and the Administrative Agent shall have no liability to any Bank Lender or L/C Issuer with respect thereto.

Liability of Administrative Agent; Credit Decision. Neither the Administrative Agent nor any of its directors, officers, agents, agents or employees shall be liable for any action taken or not taken by it in connection with the Credit Documents Loan Documents: (i) with the consent or at the request of the Required Banks, Lenders or (ii) in the absence of its own gross negligence or willful misconduct (as proven by the final, non-appealable judgment of a court of competent jurisdiction)misconduct. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify verify: (i) any statement, warranty or representation made in connection with this Agreement, any other Credit Loan Document or any Credit Event; (ii) the performance or observance of any of the covenants or agreements of the Borrower or any other party Subsidiary contained herein or in any other Credit Loan Document; (iii) the satisfaction of any condition specified in Section 6 7 hereof, except receipt of items required to be delivered to the Administrative Agent; or (iv) the validity, effectiveness, genuineness, enforceability, perfection, value, worth or collectibility hereof or of any other Credit Loan Document or of any other documents or writing furnished in connection with any Credit DocumentLoan Document or of any Collateral; and the Administrative Agent makes no representation of any kind or character with respect to any such matter mentioned in this sentence. The Administrative Agent may execute any of its duties under any of the Credit Loan Documents by or through employees, agents, and attorneys-in-fact and shall not be answerable to the BanksLenders, the Borrower, or any other Person for the default or misconduct of any such agents or attorneys-in-fact selected with reasonable care. The Administrative Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, other document or statement (whether written or oral) believed by it to be genuine or to be sent by the proper party or parties. In particular and without limiting any of the foregoing, the Administrative Agent shall have no responsibility for confirming the accuracy of any Compliance Certificate compliance certificate or other document or instrument received by it under the Credit Loan Documents. The Administrative Agent may treat the payee of any Note Obligation as the holder thereof until written notice of transfer shall have been filed with the Administrative Agent signed by such payee in form satisfactory to the Administrative Agent. Each Bank Lender acknowledges that it has independently and without reliance on the Administrative Agent or any other BankLender, and based upon such information, investigations and inquiries as it deems appropriate, made its own credit analysis and decision to extend credit to the Borrower in the manner set forth in the Credit Loan Documents. It shall be the responsibility of each Bank Lender to keep itself informed as to the creditworthiness of the Borrower and any other relevant Personits Subsidiaries, and the Administrative Agent shall have no liability to any Bank Lender with respect thereto.

Liability of Administrative Agent; Credit Decision. Neither the Administrative Agent nor any of its directors, officers, agents, agents or employees shall be liable for any action taken or not taken by it in connection with the Credit Documents Loan Documents: (i) with the consent or at the request of the Required Banks, Lenders or (ii) in the absence of its own gross negligence or willful misconduct (as proven by the final, non-appealable judgment of a court of competent jurisdiction)misconduct. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify verify: (i) any statement, warranty or representation made in connection with this Agreement, any other Credit Loan Document or any Credit Event; (ii) the performance or observance of any of the covenants or agreements of the Borrower Credit Parties or any other party Subsidiary contained herein or in any other Credit Loan Document; (iii) the satisfaction of any condition specified in Section 6 7 hereof, except receipt of items required to be delivered to the Administrative Agent; or (iv) the validity, effectiveness, genuineness, enforceability, perfection, value, worth or collectibility hereof or of any other Credit Loan Document or of any other documents or writing furnished in connection with any Credit DocumentLoan Document or of any Collateral; and the Administrative Agent makes no representation of any kind or character with respect to any such matter mentioned in this sentence. The Administrative Agent may execute any of its duties under any of the Credit Loan Documents by or through employees, agents, and attorneys-in-fact and shall not be answerable to the BanksLenders, the BorrowerL/C Issuer, the Credit Parties, or any other Person for the default or misconduct of any such agents or attorneys-in-fact selected with reasonable care. The Administrative Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, other document or statement (whether written or oral) reasonably believed by it to be genuine or to be sent by the proper party or parties. In particular and without limiting any of the foregoing, the Administrative Agent shall have no responsibility for confirming the accuracy of any Compliance Certificate compliance certificate or other document or instrument received by it under the Credit Loan Documents. The Administrative Agent may treat the payee of any Note Obligation as the holder thereof until written notice of transfer shall have been filed with the Administrative Agent signed by such payee in form satisfactory to the Administrative Agent. Each Bank Lender and L/C Issuer acknowledges that it has independently and without reliance on the Administrative Agent or any other BankLender or L/C Issuer, and based upon such information, investigations and inquiries as it deems appropriate, made its own credit analysis and decision to extend credit to the Borrower Borrowers in the manner set forth in the Credit Loan Documents. It shall be the responsibility of each Bank Lender and L/C Issuer to keep itself informed as to the creditworthiness of the Borrower Borrowers and any other relevant Persontheir Subsidiaries, and the Administrative Agent shall have no liability to any Bank Lender or L/C Issuer with respect thereto.

Liability of Administrative Agent; Credit Decision. Neither the Administrative Agent nor any of its directors, officers, agents, agents or employees shall be liable for any action taken or not taken by it in connection with the Credit Documents Loan Documents: (i) with the consent or at the request of the Required Banks, Lenders or (ii) in the absence of its own gross negligence or willful misconduct (misconduct, as proven by the final, determined in a final non-appealable judgment of a court of competent jurisdiction). Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify verify: (i) any statement, warranty or representation made in connection with this Agreement, any other Credit Loan Document or any Credit Event; (ii) the performance or observance of any of the covenants or agreements of the Borrower or any other party Subsidiary contained herein or in any other Credit Loan Document; (iii) the satisfaction of any condition specified in Section 6 hereof4, except receipt of items required to be delivered to Administrative Agent; or (iv) the validity, effectiveness, genuineness, enforceability, perfection, value, worth or collectibility collectability hereof or of any other Credit Loan Document or of any other documents or writing furnished in connection with any Credit Loan Document; and the Administrative Agent makes no representation of any kind or character with respect to any such matter mentioned in this sentence. The Administrative Agent may execute any of its duties under any of the Credit Loan Documents by or through employees, agents, and attorneys-in-attorneys in fact and shall not be answerable to the BanksLenders, the Borrower, or any other Person for the default or misconduct of any such agents or attorneys-in-attorneys in fact selected with reasonable care. The Administrative Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, other document or statement (whether written or oral) believed by it to be genuine or to be sent by the proper party or parties. In particular and without limiting any of the foregoing, the Administrative Agent shall have no responsibility for confirming the accuracy of any Compliance Certificate compliance certificate or other document or instrument received by it under the Credit Loan Documents. The Administrative Agent may treat the payee of any Note Obligation as the holder thereof until written notice of transfer shall have been filed with the Administrative Agent signed by such payee in form satisfactory to the Administrative Agent. Each Bank Lender acknowledges that it has independently and without reliance on the Administrative Agent or any other BankLender, and based upon such information, investigations and inquiries as it deems appropriate, made its own credit analysis and decision to extend credit to the Borrower in the manner set forth in the Credit Loan Documents. It shall be the responsibility of each Bank Lender to keep itself informed as to the creditworthiness of the Borrower and any other relevant Personits Subsidiaries, and the Administrative Agent shall have no liability to any Bank Lender with respect thereto.

Liability of Administrative Agent; Credit Decision. Neither the Administrative Agent nor any of its directors, officers, agents, agents or employees shall be liable for any action taken or not taken by it in connection with the Credit Documents Loan Documents: (i) with the consent or at the request of the Required Banks, Lenders or (ii) in the absence of its own gross negligence or willful misconduct (as proven by the final, non-appealable judgment of a court of competent jurisdiction)misconduct. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify verify: (i) any statement, warranty or representation made in connection with this Agreement, any other Credit Loan Document or any Credit Event; (ii) the performance or observance of any of the covenants or agreements of the Borrower or any other party Subsidiary contained herein or in any other Credit Loan Document; (iii) the satisfaction of any condition specified in Section 6 7 hereof, except receipt of items required to be delivered to the Administrative Agent; or (iv) the validity, effectiveness, genuineness, enforceability, perfection, value, worth or collectibility collectibles hereof or of any other Credit Loan Document or of any other documents or writing furnished in connection with any Credit DocumentLoan Document or of any collateral; and the Administrative Agent makes no representation of any kind or character with respect to any such matter mentioned in this sentence. The Administrative Agent may execute any of its duties under any of the Credit Loan Documents by or through employees, agents, and attorneys-in-fact and shall not be answerable to the BanksLenders, the Borrower, or any other Person for the default or misconduct of any such agents or attorneys-in-fact selected with reasonable care. The Administrative Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, other document or statement (whether written or oral) believed by it to be genuine or to be sent by the proper party or parties. In particular and without limiting any of the foregoing, the Administrative Agent shall have no responsibility for confirming the accuracy of any Compliance Certificate compliance certificate or other document or instrument received by it under the Credit Loan Documents. The Administrative Agent may treat the payee of any Note Obligation as the holder thereof until written notice of transfer shall have been filed with the Administrative Agent signed by such payee in form satisfactory to the Administrative Agent. Each Bank Lender acknowledges that it has independently and without reliance on the Administrative Agent or any other BankLender, and based upon such information, investigations and inquiries as it deems appropriate, made its own credit analysis and decision to extend credit to the Borrower in the manner set forth in the Credit Loan Documents. It shall be the responsibility of each Bank Lender to keep itself informed as to the creditworthiness of the Borrower and any other relevant Personits Subsidiaries, and the Administrative Agent shall have no liability to any Bank Lender with respect thereto.

Liability of Administrative Agent; Credit Decision. Neither the Administrative Agent nor any of its directors, officers, agents, agents or employees shall be liable for any action taken or #92469623v14 64 not taken by it in connection with the Credit Documents Loan Documents: (ia) with the consent or at the request of the Required Banks, Lenders or (iib) in the absence of its own gross negligence or willful misconduct (as proven determined by the final, non-appealable judgment of a court of competent jurisdiction)jurisdiction in a final non-appealable judgment. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify verify: (i) any statement, warranty or representation made in connection with this Agreement, any other Credit Loan Document or any Credit Eventadvancing of any Loan; (ii) the performance or observance of any of the covenants or agreements of the Borrower or any other party Subsidiary contained herein or in any other Credit Loan Document; (iii) the satisfaction of any condition specified in Section 6 7 hereof, except receipt of items required to be delivered to the Administrative Agent; or (iv) the validity, effectiveness, genuineness, enforceability, perfection, value, worth or collectibility collectability hereof or of any other Credit Loan Document or of any other documents or writing furnished in connection with any Credit Loan Document; and the Administrative Agent makes no representation of any kind or character with respect to any such matter mentioned in this sentence. The Administrative Agent may execute any of its duties under any of the Credit Loan Documents by or through employees, agents, and attorneys-in-fact attorneys‑in‑fact and shall not be answerable to the BanksLenders, the Borrower, or any other Person for the default or misconduct of any such agents or attorneys-in-fact attorneys‑in‑fact selected with reasonable care. The Administrative Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, other document or statement (whether written or oral) believed by it to be genuine or to be sent by the proper party or parties. In particular and without limiting any of the foregoing, the Administrative Agent shall have no responsibility for confirming the accuracy of any Compliance Certificate compliance certificate or other document or instrument received by it under the Credit Loan Documents. The Administrative Agent may treat the payee of any Note Obligation as the holder thereof until written notice of transfer shall have been filed with the Administrative Agent signed by such payee in form satisfactory to the Administrative Agent. Each Bank Lender acknowledges that it has independently and without reliance on the Administrative Agent or any other BankLender, and based upon such information, investigations and inquiries as it deems appropriate, made its own credit analysis and decision to extend credit to the Borrower in the manner set forth in the Credit Loan Documents. It shall be the responsibility of each Bank Lender to keep itself informed as to the creditworthiness of the Borrower and any other relevant Personits Subsidiaries, and the Administrative Agent shall have no liability to any Bank Lender with respect thereto. Without limiting the generality of the foregoing, the Administrative Agent shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any of the Borrower or any of its Affiliates that is communicated to or obtained by the Person serving as the Administrative Agent or any of its Affiliates in any capacity.

Liability of Administrative Agent; Credit Decision. Neither the Administrative Agent nor any of its directors, officers, agents, or employees shall be liable for any action taken or not taken by it in connection with the Credit Documents (i) with the consent or at the request of the Required BanksLenders or all of the Lenders, as applicable, or (ii) in the absence of its own gross negligence or willful misconduct (as proven by the final, non-appealable judgment of a court of competent jurisdiction)misconduct. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify (i) any statement, warranty or representation made in connection with this Agreement, any other Credit Document or any Credit Event; (ii) the performance or observance of any of the covenants or agreements of the Borrower or any other party Guarantor contained herein or in any other Credit Document; (iii) the satisfaction of any condition specified in Section 6 hereof, except receipt of items required to be delivered to the Administrative Agent; or (iv) the validity, effectiveness, genuineness, enforceability, perfection, value, worth or collectibility collectability hereof or of any other Credit Document or of any other documents or writing furnished in connection with any Credit Document; and the Administrative Agent makes no representation of any kind or character with respect to any such matter mentioned in this sentence. The Administrative Agent may execute any of its duties under any of the Credit Documents by or through employees, agents, and attorneys-in-fact and shall not be answerable to the BanksLenders, the L/C Issuers, the Borrower, or any Guarantor or any other Person for the default or misconduct of any such agents or attorneys-in-fact selected with reasonable care. The Administrative Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, other document or statement (whether written or oral) reasonably believed by it to be genuine or to be sent by the proper party or parties. In particular and without limiting any of the foregoing, the Administrative Agent shall have no responsibility for confirming the accuracy of any Compliance Certificate or other document or instrument received by it under the Credit Documents. The Administrative Agent may treat the payee of any Note Obligation as the holder thereof until written notice of transfer shall have been filed with the Administrative Agent signed by such payee in form satisfactory to the Administrative Agent. Each Bank Lender and each L/C Issuer acknowledges that it has independently and without reliance on the Administrative Agent or any other BankLender or any L/C Issuer, and based upon such information, investigations and inquiries as it deems appropriate, made its own credit analysis and decision to extend credit to the Borrower in the manner set forth in the Credit Documents. It shall be the responsibility of each Bank to keep itself informed as to the creditworthiness of the Borrower and any other relevant Person, and the Administrative Agent shall have no liability to any Bank with respect thereto.and

Liability of Administrative Agent; Credit Decision. Neither the Administrative Agent nor any of its directors, officers, agents, or employees shall be liable for any action taken or not taken by it in connection with the Credit Documents (i) with the consent or at the request of the Required BanksLenders or all of the Lenders, as applicable, or (ii) in the absence of its own gross negligence or willful misconduct (as proven by the final, non-appealable judgment of a court of competent jurisdiction)misconduct. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify (i) any statement, warranty or representation made in connection with this Agreement, any other Credit Document or any Credit Event; (ii) the performance or observance of any of the covenants or agreements of the Borrower or any other party Guarantor contained herein or in any other Credit Document; (iii) the satisfaction of any condition specified in Section 6 hereof, except receipt of items required to be delivered to the Administrative Agent; or (iv) the validity, effectiveness, genuineness, enforceability, perfection, value, worth or collectibility collectability hereof or of any other Credit Document or of any other documents or writing furnished in connection with any Credit Document; and the Administrative Agent makes no representation of any kind or character with respect to any such matter mentioned in this sentence. The Administrative Agent may execute any of its duties under any of the Credit Documents by or through employees, agents, and attorneys-in-fact and shall not be answerable to the BanksLenders, the L/C Issuer, the Borrower, or any Guarantor or any other Person for the default or misconduct of any such agents or attorneys-in-fact selected with reasonable care. The Administrative Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, other document or statement (whether written or oral) reasonably believed by it to be genuine or to be sent by the proper party or parties. In particular and without limiting any of the foregoing, the Administrative Agent shall have no responsibility for confirming the accuracy of any Compliance Certificate or other document or instrument received by it under the Credit Documents. The Administrative Agent may treat the payee of any Note as the holder thereof until written notice of transfer shall have been filed with the Administrative Agent signed by such payee in form satisfactory to the Administrative Agent. Each Bank acknowledges that it has independently and without reliance on the Administrative Agent or any other Bank, and based upon such information, investigations and inquiries as it deems appropriate, made its own credit analysis and decision to extend credit to the Borrower in the manner set forth in the Credit Documents. It shall be the responsibility of each Bank to keep itself informed as to the creditworthiness of the Borrower and any other relevant Person, and the Administrative Agent shall have no liability to any Bank with respect thereto.-68-

Liability of Administrative Agent; Credit Decision. Neither the Administrative Agent nor any of its directors, officers, agents, agents or employees shall be liable for any action taken or not taken by it in connection with the Credit Documents Loan Documents: (i) with the consent or at the request of the Required Banks, Lenders or (ii) in the absence of its own gross negligence or willful misconduct (as proven by the final, non-appealable judgment of a court of competent jurisdiction)misconduct. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify verify: (i) any statement, warranty or representation made in connection with this Agreement, any other Credit Loan Document or any Credit Event; (ii) the performance or observance of any of the covenants or agreements of Trade Street REIT, the Borrower or any other party Subsidiary contained herein or in any other Credit Loan Document; (iii) the satisfaction of any condition specified in Section 6 7 hereof, except receipt of items required to be delivered to the Administrative Agent; or (iv) the validity, effectiveness, genuineness, enforceability, perfection, value, worth or collectibility collectability hereof or of any other Credit Loan Document or of any other documents or writing furnished in connection with any Credit Loan Document; and the Administrative Agent makes no representation of any kind or character with respect to any such matter mentioned in this sentence. The Administrative Agent may execute any of its duties under any of the Credit Loan Documents by or through employees, agents, and attorneys-in-fact and shall not be answerable to the BanksLenders, the Borrower, or any other Person for the default or misconduct of any such agents or attorneys-in-fact selected with reasonable care. The Administrative Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, other document or statement (whether written or oral) believed by it to be genuine or to be sent by the proper party or parties. In particular and without limiting any of the foregoing, the Administrative Agent shall have no responsibility for confirming the accuracy of any Compliance Certificate or other document or instrument received by it under the Credit Loan Documents. The Administrative Agent may treat the payee of any Note Obligation as the holder thereof until written notice of transfer shall have been filed with the Administrative Agent signed by such payee in form satisfactory to the Administrative Agent. Each Bank Lender acknowledges that it has independently and without reliance on the Administrative Agent or any other BankLender, and based upon such information, investigations and inquiries as it deems appropriate, made its own credit analysis and decision to extend credit to the Borrower in the manner set forth in the Credit Loan Documents. It shall be the responsibility of each Bank Lender to keep itself informed as to the creditworthiness of the Borrower and any other relevant Personits Subsidiaries, and the Administrative Agent shall have no liability to any Bank Lender with respect thereto.

Liability of Administrative Agent; Credit Decision. Neither the Administrative Agent nor any of its directors, officers, agents, agents or employees shall be liable for any action taken or not taken by it in connection with the Credit Documents Loan Documents: (i) with the consent or at the request of the Required Banks, Lenders or (ii) in the absence of its own gross negligence or willful misconduct (as proven by the final, non-appealable judgment of a court of competent jurisdiction)misconduct. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify verify: (i) any statement, warranty or representation made in connection with this Agreement, any other Credit Loan Document or any Credit Event; (ii) the performance or observance of any of the covenants or agreements of the Borrower or any other party Subsidiary contained herein or in any other Credit Loan Document; (iii) the satisfaction of any condition specified in Section 6 7 hereof, except receipt of items required to be delivered to the Administrative Agent; or (iv) the validity, effectiveness, genuineness, enforceability, perfection, value, worth or collectibility hereof or of any other Credit Loan Document or of any other documents or writing furnished in connection with any Credit Loan Document; and the Administrative Agent makes no representation of any kind or character with respect to any such matter mentioned in this sentence. The Administrative Agent may execute any of its duties under any of the Credit Loan Documents by or through employees, agents, and attorneys-in-attorneys in fact and shall not be answerable to the BanksLenders, the Borrower, or any other Person for the default or misconduct of any such agents or attorneys-in-fact selected with reasonable care. The Administrative Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, other document or statement (whether written or oral) believed by it to be genuine or to be sent by the proper party or parties. In particular and without limiting any of the foregoing, the Administrative Agent shall have no responsibility for confirming the accuracy of any Compliance Certificate compliance certificate or other document or instrument received by it under the Credit Loan Documents. The Administrative Agent may treat the payee of any Note as the holder thereof until written notice of transfer shall have been filed with the Administrative Agent signed by such payee in form satisfactory to the Administrative Agent. Each Bank Lender acknowledges that it has independently and without reliance on the Administrative Agent or any other BankLender, and based upon such information, investigations and inquiries as it deems appropriate, made its own credit analysis and decision to extend credit to the Borrower in the manner set forth in the Credit Loan Documents. It shall be the responsibility of each Bank Lender to keep itself informed as to the creditworthiness of the Borrower and any other relevant Personits Subsidiaries, and the Administrative Agent shall have no liability to any Bank Lender with respect thereto.

Liability of Administrative Agent; Credit Decision. Neither the Administrative Agent nor any of its directors, officers, agents, agents or employees shall be liable for any action taken or not taken by it in connection with the Credit Documents Loan Documents: (i) with the consent or at the request of the Required Banks, Lenders or (ii) in the absence of its own gross negligence or willful misconduct (as proven by the final, non-appealable judgment of a court of competent jurisdiction)misconduct. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify verify: (i) any statement, warranty or representation made in connection with this Agreement, any other Credit Loan Document or any Credit Event; (ii) the performance or observance of any of the covenants or agreements of the Borrower or any other party Guarantor contained herein or in any other Credit Loan Document; (iii) the satisfaction of any condition specified in Section 6 7 hereof, except receipt of items required to be delivered to the Administrative Agent; or (iv) the validity, effectiveness, genuineness, enforceability, perfection, value, worth or collectibility hereof or of any other Credit Loan Document or of any other documents or writing furnished in connection with any Credit DocumentLoan Document or of any Collateral; and the Administrative Agent makes no representation of any kind or character with respect to any such matter mentioned in this sentence. The Administrative Agent may execute any of its duties under any of the Credit Loan Documents by or through employees, agents, and attorneys-in-fact and shall not be answerable to the BanksLenders, the L/C Issuer, the Borrower, or any other Person for the default or misconduct of any such agents or attorneys-in-fact selected with reasonable care. The Administrative Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, other document or statement (whether written or oral) believed by it to be genuine or to be sent by the proper party or parties. In particular and without limiting any of the foregoing, the Administrative Agent shall have no responsibility for confirming the accuracy of any Compliance Certificate compliance certificate or other document or instrument received by it under the Credit Loan Documents. The Administrative Agent may treat the payee of any Note Obligation as the holder thereof until written notice of transfer shall have been filed with the Administrative Agent signed by such payee in form satisfactory to the Administrative Agent. Each Bank Lender and L/C Issuer acknowledges that it has independently and without reliance on the Administrative Agent or any other BankLender or the L/C Issuer, and based upon such information, investigations and inquiries as it deems appropriate, made its own credit analysis and decision to extend credit to the Borrower in the manner set forth in the Credit Loan Documents. It shall be the responsibility of each Bank Lender and L/C Issuer to keep itself informed as to the creditworthiness of the Borrower and any other relevant Personthe Guarantors, and the Administrative Agent shall have no liability to any Bank Lender or L/C Issuer with respect thereto.

Liability of Administrative Agent; Credit Decision. Neither the Administrative Agent nor any of its directors, officers, agents, agents or employees shall be liable for any action taken or not taken by it in connection with the Credit Documents Loan Documents: (i) with the consent or at the request of the Required Banks, Lenders or (ii) in the absence of its own gross negligence or willful misconduct (as proven by the final, non-appealable judgment of a court of competent jurisdiction)misconduct. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify verify: (i) any statement, warranty or representation made in connection with this Agreement, any other Credit Loan Document or any Credit Event; (ii) the performance or observance of any of the covenants or agreements of Holdings, the Borrower or any other party Borrower Subsidiary contained herein or in any other Credit Loan Document; (iii) the satisfaction of any condition specified in Section 6 7 hereof, except receipt of items required to be delivered to the Administrative Agent; or (iv) the validity, effectiveness, genuineness, enforceability, perfection, value, worth or collectibility collectability hereof or of any other Credit Loan Document or of any other documents or writing furnished in connection with any Credit DocumentLoan Document or of any Collateral; and the Administrative Agent makes no representation of any kind or character with respect to any such matter mentioned in this sentence. The Administrative Agent may execute any of its duties under any of the Credit Loan Documents by or through employees, agents, and attorneys-in-fact and shall not be answerable to the BanksLenders, the L/C Issuer, the Borrower, or any other Person for the default or misconduct of any such agents or attorneys-in-fact selected with reasonable care. The Administrative Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, other document or statement (whether written or oral) believed by it to be genuine or to be sent by the proper party or parties. In particular and without limiting any of the foregoing, the Administrative Agent shall have no responsibility for confirming the accuracy of any Compliance Certificate compliance certificate or other document or instrument received by it under the Credit Loan Documents. The Administrative Agent may treat the payee of any Note Obligation as the holder thereof until written notice of transfer shall have been filed 90 748271253 with the Administrative Agent signed by such payee in form satisfactory to the Administrative Agent. Each Bank Lender and L/C Issuer acknowledges that it has independently and without reliance on the Administrative Agent or any other BankLender or L/C Issuer, and based upon such information, investigations and inquiries as it deems appropriate, made its own credit analysis and decision to extend credit to the Borrower in the manner set forth in the Credit Loan Documents. It shall be the responsibility of each Bank Lender and L/C Issuer to keep itself informed as to the creditworthiness of Holdings, the Borrower and any other relevant Personthe Borrower Subsidiaries, and the Administrative Agent shall have no liability to any Bank Lender or L/C Issuer with respect thereto.

Liability of Administrative Agent; Credit Decision. Neither the Administrative Agent nor any of its directors, officers, agents, agents or employees shall be liable for any action taken or not taken by it in connection with the Credit Documents Loan Documents: (iia) with the consent or at the request of the Required Banks, Lenders or (iiiib) in the absence of its own gross negligence or willful misconduct (as proven determined by the final, non-appealable judgment of a court of competent jurisdiction)jurisdiction in a final non-appealable judgment. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify verify: (i) any statement, warranty or representation made in connection with this Agreement, any other Credit Loan Document or any Credit EventEventadvancing of any Loan; (ii) the performance or observance of any of the covenants or agreements of the Borrower or any other party Subsidiary contained herein or in any other Credit Loan Document; (iii) the satisfaction of any condition specified in Section 6 7 hereof, except receipt of items required to be delivered to the Administrative Agent; or (iv) the validity, effectiveness, genuineness, enforceability, perfection, value, worth or collectibility collectibilitycollectability hereof or of any other Credit Loan Document or of any other documents or writing furnished in connection with any Credit Loan Document; and the Administrative Agent makes no representation of any kind or character with respect to any such matter mentioned in this sentence. The Administrative Agent may execute any of its duties under any of the Credit Loan Documents by or through employees, agents, and attorneys-in-fact and shall not be answerable to the BanksLenders, the Borrower, or any other Person for the default or misconduct of any such agents or attorneys-in-fact selected with reasonable care. The Administrative Agent shall not incur any Table of Contents liability by acting in reliance upon any notice, consent, certificate, other document or statement (whether written or oral) believed by it to be genuine or to be sent by the proper party or parties. In particular and without limiting any of the foregoing, the Administrative Agent shall have no responsibility for confirming the accuracy of any Compliance Certificate compliance certificate or other document or instrument received by it under the Credit Loan Documents. The Administrative Agent may treat the payee of any Note Obligation as the holder thereof until written notice of transfer shall have been filed with the Administrative Agent signed by such payee in form satisfactory to the Administrative Agent. Each Bank Lender acknowledges that it has independently and without reliance on the Administrative Agent or any other BankLender, and based upon such information, investigations and inquiries as it deems appropriate, made its own credit analysis and decision to extend credit to the Borrower in the manner set forth in the Credit Loan Documents. It shall be the responsibility of each Bank Lender to keep itself informed as to the creditworthiness of the Borrower and any other relevant Personits Subsidiaries, and the Administrative Agent shall have no liability to any Bank Lender with respect thereto. Without limiting the generality of the foregoing, the Administrative Agent shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any of the Borrower or any of its Affiliates that is communicated to or obtained by the Person serving as the Administrative Agent or any of its Affiliates in any capacity.

Liability of Administrative Agent; Credit Decision. Neither the Administrative Agent nor any of its directors, officers, agents, or employees shall be liable for any action taken or not taken by it in connection with the Credit Documents (i) with the consent or at the request of the Required Banks, Banks or (ii) in the absence of its own gross negligence or willful misconduct (as proven by the final, non-appealable judgment of a court of competent jurisdiction)misconduct. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify (i) any statement, warranty or representation made in connection with this Agreement, any other Credit Document or any Credit Event; (ii) the performance or observance of any of the covenants or agreements of the Borrower or any other party contained herein or in any other Credit Document; (iii) the satisfaction of any condition specified in Section 6 hereof, except receipt of items required to be delivered to the Administrative Agent; or (iv) the validity, effectiveness, genuineness, enforceability, perfection, value, worth or collectibility hereof or of any other Credit Document or of any other documents or writing furnished in connection with any Credit Document; and the Administrative Agent makes no representation of any kind or character with respect to any such matter mentioned in this sentence. The Administrative Agent may execute any of its duties under any of the Credit Documents by or through employees, agents, and attorneys-in-fact and shall not be answerable to the Banks, the Borrower, or any other Person for the default or misconduct of any such agents or attorneys-in-fact selected with reasonable care. The Administrative Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, other document or statement (whether written or oral) believed by it to be genuine or to be sent by the proper party or parties. In particular and without limiting any of the foregoing, the Administrative Agent shall have no responsibility for confirming the accuracy of any Compliance Certificate or other document or instrument received by it under the Credit Documents. The Administrative Agent may treat the payee of any Note as the holder thereof until written notice of transfer shall have been filed with the Administrative Agent signed by such payee in form satisfactory to the Administrative Agent. Each Bank acknowledges that it has independently and without reliance on the Administrative Agent or any other Bank, and based upon such information, investigations and inquiries as it deems appropriate, made its own credit analysis and decision to extend credit to the Borrower in the manner set forth in the Credit Documents. It shall be the responsibility of each Bank to keep itself informed as to the creditworthiness of the Borrower and any other relevant Person, and the Administrative Agent shall have no liability to any Bank with respect thereto.Credit

Liability of Administrative Agent; Credit Decision. Neither the Administrative Agent nor any of its directors, officers, agents, agents or employees shall be liable for any action taken or not taken by it in connection with the Credit Documents Loan Documents: (i) with the consent or at the request of the Required Banks, Lenders or (ii) in the absence of its own gross negligence or willful misconduct (as proven by the final, non-appealable judgment of a court of competent jurisdiction)misconduct. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify verify: (i) any statement, warranty or representation made in connection with this Agreement, any other Credit Loan Document or any Credit Event; (ii) the performance or observance of any of the covenants or agreements of the Borrower or any other party Guarantor contained herein or in any other Credit Loan Document; (iii) the satisfaction of any condition specified in Section 6 7 hereof, except receipt of items required to be delivered to the Administrative Agent; or (iv) the validity, effectiveness, genuineness, enforceability, perfection, value, worth or collectibility hereof or of any other Credit Loan Document or of any other documents or writing furnished in connection with any Credit DocumentLoan Document or of any Collateral; and the Administrative Agent makes no representation of any kind or character with respect to any such matter mentioned in this sentence. The Administrative Agent may execute any of its duties under any of the Credit Loan Documents by or through employees, agents, and attorneys-in-fact and shall not be answerable to the BanksLenders, the Borrower, or any other Person for the default or misconduct of any such agents or attorneys-in-fact selected with reasonable care. The Administrative Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, other document or statement (whether written or oral) believed by it to be genuine or to be sent by the proper party or parties. In particular and without limiting any of the foregoing, the Administrative Agent shall have no responsibility for confirming the accuracy of any Compliance Certificate compliance certificate or other document or instrument received by it under the Credit Loan Documents. The Administrative Agent may treat the payee of any Note as the holder thereof until written notice of transfer shall have been filed with the Administrative Agent signed by such payee in form satisfactory to the Administrative Agent. Each Bank Lender acknowledges that it has independently and without reliance on the Administrative Agent or any other BankLender, and based upon such information, investigations and inquiries as it deems appropriate, made its own credit analysis and decision to extend credit to the Borrower in the manner set forth in the Credit Loan Documents. It shall be the responsibility of each Bank Lender to keep itself informed as to the creditworthiness of the Borrower and any other relevant Personits Subsidiaries, and the Administrative Agent shall have no liability to any Bank Lender with respect thereto.

Liability of Administrative Agent; Credit Decision. Neither the Administrative Agent nor any of its directors, officers, agents, agents or employees shall be liable (a) for any action taken or not taken by it in connection with the Credit Loan Documents (i) with the consent or at the request of the Required Banks, Lenders or (iib) in the absence of its own gross negligence or willful misconduct (as proven determined by the final, non-appealable judgment of a court of competent jurisdiction)jurisdiction in a final non-appealable judgment. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify (i) any statement, warranty or representation made in connection with this Agreement, any other Credit Loan Document or any Credit EventBorrowing; (ii) the performance or observance of any of the covenants or agreements of the Borrower or any other party Subsidiary contained herein or in any other Credit Loan Document; (iii) the satisfaction of any condition specified in Section 6 7 hereof, except receipt of items required to be delivered to the Administrative Agent; or (iv) the validity, effectiveness, genuineness, enforceability, perfection, value, worth or collectibility collectability hereof or of any other Credit Loan Document or of any other documents or writing furnished in connection with any Credit Loan Document; and the Administrative Agent makes no representation of any kind or character with respect to any such matter mentioned in this sentence. The Administrative Agent may execute any of its duties under any of the Credit Loan Documents by or through employees, agents, and attorneys-in-fact and shall not be answerable to the BanksLenders, the Borrower, or any other Person for the default or misconduct of any such agents or attorneys-in-fact selected with reasonable care. The Administrative Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, other document or statement (whether written or oral) believed by it to be genuine or to be sent by the proper party or parties. In particular and without limiting any of the foregoing, the Administrative Agent shall have no responsibility for confirming the accuracy of any Compliance Certificate compliance certificate or other document or instrument received by it under the Credit Loan Documents. The Administrative Agent may treat the payee of any Note Obligation as the holder thereof until written notice of transfer shall have been filed with the Administrative Agent signed by such payee in form satisfactory to the Administrative Agent. Each Bank Lender acknowledges that it has independently and without reliance on the Administrative Agent or any other BankLender, and based upon such information, investigations and inquiries as it deems appropriate, made its own credit analysis and decision to extend credit to the Borrower in the manner set forth in the Credit Loan Documents. It shall be the responsibility of each Bank Lender to keep itself informed as to the creditworthiness of the Borrower and any other relevant Personits Subsidiaries, and the Administrative Agent shall have no liability to any Bank Lender with respect thereto. Without limiting the generality of the foregoing, the Administrative Agent shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the of the Borrower or any of their Affiliates that is communicated to or obtained by the Person serving as the Administrative Agent or any of its Affiliates in any capacity.

Liability of Administrative Agent; Credit Decision. Neither the Administrative Agent nor any of its directors, officers, agents, agents or employees shall be liable for any action taken or not taken by it in connection with the Credit Documents Loan Documents: (i) with the consent or at the request of the Required Banks, Lenders or (ii) in the absence of its own gross negligence negligence, bad faith or willful misconduct (as proven by the final, non-appealable judgment of a court of competent jurisdiction)misconduct. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify verify: (i) any statement, warranty or representation made in connection with this Agreement, any other Credit Loan Document or any Credit Event; (ii) the performance or observance of any of the covenants or agreements of the Borrower or any other party Loan Party contained herein or in any other Credit Loan Document; (iii) the satisfaction of any condition specified in Section 6 hereof4, except receipt of items required to be delivered to Administrative Agent; or (iv) the validity, effectiveness, genuineness, enforceability, perfection, value, worth or collectibility collectability hereof or of any other Credit Loan Document or of any other documents or writing furnished in connection with any Credit DocumentLoan Document or of any Collateral; and the Administrative Agent makes no representation of any kind or character with respect to any such matter mentioned in this sentence. The Administrative Agent may execute any of its duties under any of the Credit Loan Documents by or through employees, agents, and attorneys-in-attorneys in fact and shall not be answerable to the BanksLenders, the L/C Issuer, Borrower, or any other Person for the default or misconduct of any such agents or attorneys-in-attorneys in fact selected with reasonable care. The Administrative Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, other document or statement (whether written or oral) believed by it to be genuine or to be sent by the proper party or parties. In particular and without limiting any of the foregoing, the Administrative Agent shall have no responsibility for confirming the accuracy of any Compliance Certificate compliance certificate or other document or instrument received by it under the Credit Loan Documents. The Administrative Agent may treat the payee of any Note Obligation as the holder thereof until written notice of transfer shall have been filed with the Administrative Agent signed by such payee in form satisfactory to the Administrative Agent. Each Bank Lender and L/C Issuer acknowledges that it has independently and without reliance on the Administrative Agent or any other BankLender or L/C Issuer, and based upon such information, investigations and inquiries as it deems appropriate, made its own credit analysis and decision to extend credit to the Borrower in the manner set forth in the Credit Documents. It shall be the responsibility of each Bank to keep itself informed as to the creditworthiness of the Borrower and any other relevant Person, and the Administrative Agent shall have no liability to any Bank with respect thereto.deems

Liability of Administrative Agent; Credit Decision. Neither the Administrative Agent nor any of its directors, officers, agents, or employees shall be liable for any action taken or not taken by it in connection with the Credit Documents Loan Documents: (i) with the consent or at the request of the Required Banks, Lenders or (ii) in the absence of its own gross negligence or willful misconduct (as proven by the final, non-appealable judgment of a court of competent jurisdiction)misconduct. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify verify: (i) any statement, warranty or representation made in connection with this Agreement, any other Credit Loan Document or any Credit Event; (ii) the performance or observance of any of the covenants or agreements of the Borrower or any other party Loan Party contained herein or in any other Credit Loan Document; (iii) the satisfaction of any condition specified in Section 6 7 hereof, except receipt of items required to be delivered to the Administrative Agent; or (iv) the validity, effectiveness, genuineness, enforceability, perfection, value, worth or collectibility hereof or of any other Credit Loan Document or of any other documents or writing furnished in connection with any Credit DocumentLoan Document or of any Collateral; and the Administrative Agent makes no representation of any kind or character with respect to any such matter mentioned in this sentence. The Administrative Agent may execute any of its duties under any of the Credit Loan Documents by or through employees, agents, and attorneys-in-fact and shall not be answerable to the BanksLenders, the Borrower, or any other Person for the default or misconduct of any such agents or attorneys-in-fact selected with reasonable care. The Administrative Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, other document or statement (whether written or oral) believed by it to be genuine or to be sent by the proper party or parties. In particular and without limiting any of the foregoing, the Administrative Agent shall have no responsibility for confirming the accuracy of any Compliance Certificate compliance certificate or other document or instrument received by it under the Credit Loan Documents. The Administrative Agent may treat the payee of any Revolving Note as the holder thereof until written notice of transfer shall have been filed with the Administrative Agent signed by such payee in form satisfactory to the Administrative Agent. Each Bank Lender acknowledges that it has independently and without reliance on the Administrative Agent or any other BankLender, and based upon such information, investigations and inquiries as it deems appropriate, made its own credit analysis and decision to extend credit to the Borrower in the manner set forth in the Credit Loan Documents. It shall be the responsibility of each Bank Lender to keep itself informed as to the creditworthiness of the Borrower and any the other relevant PersonLoan Parties, and the Administrative Agent shall have no liability to any Bank Lender with respect thereto.

Liability of Administrative Agent; Credit Decision. Neither the Administrative Agent nor any of its directors, officers, agents, agents or employees shall be liable for any action taken or not taken by it in connection with the Credit Documents Loan Documents: (i) with the consent or at the request of the Required Banks, Lenders or (ii) in the absence of its own gross negligence or willful misconduct (as proven by the final, non-appealable judgment of a court of competent jurisdiction)misconduct. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify verify: (i) any statement, warranty or representation made in connection with this Agreement, any other Credit Loan Document or any Credit Event; (ii) the performance or observance of any of the covenants or agreements of the Borrower Borrowers or any other party Subsidiary contained herein or in any other Credit Loan Document; (iii) the satisfaction of any condition specified in Section 6 hereof, except receipt of items required to be delivered to the Administrative Agent; or (iv) the validity, effectiveness, genuineness, enforceability, perfection, value, worth or collectibility hereof or of any other Credit Loan Document or of any other documents or writing furnished in connection with any Credit DocumentLoan Document or of any Collateral; and the Administrative Agent makes no representation of any kind or character with respect to any such matter mentioned in this sentence. The Administrative Agent may execute any of its duties under any of the Credit Loan Documents by or through employees, agents, and attorneys-in-fact and shall not be answerable to the BanksLenders, the BorrowerBorrowers, or any other Person for the default or misconduct of any such agents or attorneys-in-fact selected with reasonable care. The Administrative Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, other document or statement (whether written or oral) believed by it to be genuine or to be sent by the proper party or parties. In particular and without limiting any of the foregoing, the Administrative Agent shall have no responsibility for confirming the accuracy of any Compliance Certificate compliance certificate or other document or instrument received by it under the Credit Loan Documents. The Administrative Agent may treat the payee of any Note as the holder thereof until written notice of transfer shall have been filed with the Administrative Agent signed by such payee in form satisfactory to the Administrative Agent. Each Bank Lender acknowledges that it has independently and without reliance on the Administrative Agent or Agent, any other BankLender or the Australian Trustee, and based upon such information, investigations and inquiries as it deems appropriate, made its own credit analysis and decision to extend credit to the Borrower Borrowers in the manner set forth in the Credit Loan Documents. It shall be the responsibility of each Bank Lender to keep itself informed as to the creditworthiness of the Borrower Borrowers and any other relevant Persontheir Subsidiaries, and neither the Administrative Agent nor the Australian Trustee shall have no any liability to any Bank Lender with respect thereto.

Liability of Administrative Agent; Credit Decision. Neither the Administrative Agent nor any of its directors, officers, agents, agents or employees shall be liable for any action taken or not taken by it in connection with the Credit Documents Loan Documents: (i) with the consent or at the request of the Required Banks, Lenders or (ii) in the absence of its own gross negligence or willful misconduct (as proven by the final, non-appealable judgment of a court of competent jurisdiction)misconduct. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify verify: (i) any statement, warranty or representation made in connection with this Agreement, any other Credit Loan Document or any Credit Event; (ii) the performance or observance of any of the covenants or agreements of the Borrower or any other party Subsidiary contained herein or in any other Credit Loan Document; (iii) the satisfaction of any condition specified in Section 6 7 hereof, except receipt of items required to be delivered to the Administrative Agent; or (iv) the validity, effectiveness, genuineness, enforceability, perfection, value, worth or collectibility hereof or of any other Credit Loan Document or of any other documents or writing furnished in connection with any Credit DocumentLoan Document or of any Collateral; and the Administrative Agent makes no representation of any kind or character with respect to any such matter mentioned in this sentence. The Administrative Agent may execute any of its duties under any of the Credit Loan Documents by or through employees, agents, and attorneys-in-fact and shall not be answerable to the BanksLenders, the Borrower, or any other Person for the default or misconduct of any such agents or attorneys-in-fact selected with reasonable care. The Administrative Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, other document or statement (whether written or oral) believed by it to be genuine or to be sent by the proper party or parties. In particular and without limiting any of the foregoing, the Administrative Agent shall have no responsibility for confirming the accuracy of any Compliance Certificate compliance certificate or other document or instrument received by it under the Credit Loan Documents. The Administrative Agent may treat the payee of any Note Obligation as the holder thereof until written notice of transfer shall have been filed with the Administrative Agent signed by such payee in form reasonably satisfactory to the Administrative Agent. Each Bank Lender acknowledges that it has independently and without reliance on the Administrative Agent or any other BankLender, and based upon such information, investigations and inquiries as it deems appropriate, made its own credit analysis and decision to extend credit to the Borrower in the manner set forth in the Credit Loan Documents. It shall be the responsibility of each Bank Lender to keep itself informed as to the creditworthiness of the Borrower and any other relevant Personits Subsidiaries, and the Administrative Agent shall have no liability to any Bank Lender with respect thereto.

Liability of Administrative Agent; Credit Decision. Neither the Administrative Agent nor any of its directors, officers, agents, agents or employees shall be liable for any action taken or not taken by it in connection with the Credit Documents Loan Documents: (i) with the consent or at the request of the Required Banks, Lenders or (ii) in the absence of its own gross negligence or willful misconduct (as proven by the final, non-appealable judgment of a court of competent jurisdiction)misconduct. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify verify: (i) any statement, warranty or representation made in connection with this Agreement, any other Credit Loan Document or any Credit Event; (ii) the performance or observance of any of the covenants or agreements of the Borrower or any other party contained herein or in any other Credit Loan Document; (iii) the satisfaction of any condition specified in Section 6 hereofSchedule 2.1 and receipt of items required to be delivered to the Administrative Agent; or (iv) the validity, effectiveness, genuineness, enforceability, perfection, value, worth or collectibility collectability hereof or of any other Credit Loan Document or of any other documents or writing furnished in connection with any Credit DocumentLoan Document or of any Specified Collateral; and the Administrative Agent makes no representation of any kind or character with respect to any such matter mentioned in this sentence. The Administrative Agent may execute any of its duties under any of the Credit Loan Documents by or through employees, agents, and attorneys-in-attorneys in fact and shall not be answerable to the BanksLenders, the Borrower, or any other Person for the default or misconduct of any such agents or attorneys-in-attorneys in fact selected with reasonable care. The Administrative Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, other document or statement (whether written or oral) believed by it to be genuine or to be sent by the proper party or parties. In particular and without limiting any of the foregoing, the Administrative Agent shall have no responsibility for confirming the accuracy of any Compliance Certificate certificate or other document or instrument received by it under the Credit Loan Documents. The Administrative Agent may treat the payee of any Note obligation as the holder thereof until written notice of transfer shall have been filed with the Administrative Agent signed by such payee in form satisfactory to the Administrative Agent. Each Bank Lender acknowledges that it has independently and without reliance on the Administrative Agent or any other BankLender, and based upon such information, investigations and inquiries as it deems appropriate, made its own credit analysis and decision to extend credit to the Borrower in the manner set forth in the Credit Loan Documents. It shall be the responsibility of each Bank Lender to keep itself informed as to the creditworthiness of the Borrower and any other relevant Person, and the Administrative Agent shall have no liability to any Bank Lender with respect thereto.

Liability of Administrative Agent; Credit Decision. Neither the Administrative Agent nor any of its directors, officers, agents, agents or employees shall be liable for any action taken or not taken by it in connection with the Credit Documents Loan Documents: (i) with the consent or at the request of the Required Banks, Lenders or (ii) in the absence of its own gross negligence or willful misconduct (as proven by the final, non-appealable judgment of a court of competent jurisdiction)misconduct. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify verify: (i) any statement, warranty or representation made in connection with this Agreement, any other Credit Loan Document or any Credit Event; (ii) the performance or observance of any of the covenants or agreements of the Borrower or any other party Subsidiary contained herein or in any other Credit Loan Document; (iii) the satisfaction of any condition specified in Section 6 hereof, except receipt of items required to be delivered to the Administrative Agent; or (iv) the validity, effectiveness, genuineness, enforceability, perfection, value, worth or collectibility hereof or of any other Credit Loan Document or of any other documents or writing furnished in connection with any Credit Loan Document; and the Administrative Agent makes no representation of any kind or character with respect to any such matter mentioned in this sentence. The Administrative Agent may execute any of its duties under any of the Credit Loan Documents by or through employees, agents, and attorneys-in-fact and shall not be answerable to the BanksLenders, the Borrower, or any other Person for the default or misconduct of any such agents or attorneys-in-fact selected with reasonable care. The Administrative Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, other document or statement (whether written or oral) believed by it to be genuine or to be sent by the proper party or parties. In particular and without limiting any of the foregoing, the Administrative Agent shall have no responsibility for confirming the accuracy of any Compliance Certificate compliance certificate or other document or instrument received by it under the Credit Loan Documents. The Administrative Agent may treat the payee of any Note as the holder thereof until written notice of transfer shall have been filed with the Administrative Agent signed by such payee in form satisfactory to the Administrative Agent. Each Bank Lender acknowledges that it has independently and without reliance on the Administrative Agent or any other BankLender, and based upon such information, investigations and inquiries as it deems appropriate, made its own credit analysis and decision to extend credit to the Borrower in the manner set forth in the Credit Loan Documents. It shall be the responsibility of each Bank Lender to keep itself informed as to the creditworthiness of the Borrower and any other relevant Personits Subsidiaries, and the Administrative Agent shall have no liability to any Bank Lender with respect thereto.

Liability of Administrative Agent; Credit Decision. Neither the Administrative Agent nor any of its directors, officers, agents, agents or employees shall be liable for any action taken or not taken by it in connection with the Credit Documents Loan Documents: (i) with the consent or at the request of the Required Banks, Lenders or (ii) in the absence of its own gross negligence or willful misconduct (as proven by the final, non-appealable judgment of a court of competent jurisdiction)misconduct. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify verify: (i) any statement, warranty or representation made in connection with this Agreement, any other Credit Loan Document or any Credit Event; (ii) the performance or observance of any of the covenants or agreements of the Borrower or any other party Subsidiary contained herein or in any other Credit Loan Document; (iii) the satisfaction of any condition specified in Section 6 7 hereof, except receipt of items required to be delivered to the Administrative Agent; or (iv) the validity, effectiveness, genuineness, enforceability, perfection, value, worth or collectibility hereof or of any other Credit Loan Document or of any other documents or writing furnished in connection with any Credit Loan Document; and the Administrative Agent makes no representation of any kind or character with respect to any such matter mentioned in this sentence. The Administrative Agent may execute any of its duties under any of the Credit Loan Documents by or through employees, agents, and attorneys-in-fact and shall not be answerable to the BanksLenders, the Borrower, or any other Person for the default or misconduct of any such agents or attorneys-in-fact selected with reasonable care. The Administrative Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, other document or statement (whether written or oral) believed by it to be genuine or to be sent by the proper party or parties. In particular and without limiting any of the foregoing, the Administrative Agent shall have no responsibility for confirming the accuracy of any Compliance Certificate compliance certificate or other document or instrument received by it under the Credit Loan Documents. The Administrative Agent may treat the payee of any Note Obligation as the holder thereof until written notice of transfer shall have been filed with the Administrative Agent signed by such payee in form satisfactory to the Administrative Agent. Each Bank Lender acknowledges that it has independently and without reliance on the Administrative Agent or any other BankLender, and based upon such information, investigations and inquiries as it deems appropriate, made its own credit analysis and decision to extend credit to the Borrower in the manner set forth in the Credit Loan Documents. It shall be the responsibility of each Bank Lender to keep itself informed as to the creditworthiness of the Borrower and any other relevant Personits Subsidiaries, and the Administrative Agent shall have no liability to any Bank Lender with respect thereto. Without limiting the generality of the foregoing, the Administrative Agent shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any of the Borrower or any of its Affiliates that is communicated to or obtained by the Person serving as the Administrative Agent or any of its Affiliates in any capacity.

Liability of Administrative Agent; Credit Decision. Neither the Administrative Agent nor any of its directors, officers, agents, agents or employees shall be liable for any action taken or not taken by it in connection with the Credit Documents Loan Documents: (i) with the consent or at the request of the Required Banks, Lenders or (ii) in the absence of its own gross negligence or willful misconduct (as proven determined by the final, non-appealable judgment of a court of competent jurisdiction)jurisdiction by final non-appealable judgment. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify verify: (i) any statement, warranty or representation made in connection with this Agreement, any other Credit Loan Document or any Credit Event; (ii) the performance or observance of any of the covenants or agreements of the Borrower or any other party Subsidiary contained herein or in any other Credit Loan Document; (iii) the satisfaction of any condition specified in Section 6 7 hereof, except receipt of items required to be delivered to the Administrative Agent; or (iv) the validity, effectiveness, genuineness, enforceability, perfection, value, worth or collectibility collectability hereof or of any other Credit Loan Document or of any other documents or writing furnished in connection with any Credit Loan Document; and the Administrative Agent makes no representation of any kind or character with respect to any such matter mentioned in this sentence. The Administrative Agent may execute any of its duties under any of the Credit Loan Documents by or through employees, agents, and attorneys-in-fact and shall not be answerable to the BanksLenders, the L/C Issuer, the Borrower, or any other Person for the default or misconduct of any such agents or attorneys-in-fact selected with reasonable care. The Administrative Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, other document or statement (whether written or oral) believed by it to be genuine or to be sent by the proper party or parties. In particular and without limiting any of the foregoing, the Administrative Agent shall have no responsibility for confirming the accuracy of any Compliance Certificate or other document or instrument received by it under the Credit Loan Documents. The Administrative Agent may treat the payee of any Note Obligation as the holder thereof until written notice of transfer shall have been filed with the Administrative Agent signed by such payee in form satisfactory to the Administrative Agent. Each Bank Lender and L/C Issuer acknowledges that it has independently and without reliance on the Administrative Agent or any Lead Arranger or any other BankLender or L/C Issuer, and based upon such information, investigations and inquiries as it deems appropriate, made its own credit analysis and decision to extend credit to the Borrower in the manner set forth in the Credit Loan Documents. It shall be the responsibility of each Bank Lender and L/C Issuer to keep itself informed as to the creditworthiness of the Borrower and any other relevant Personits Subsidiaries, and the Administrative Agent shall have no liability to any Bank Lender or L/C Issuer with respect thereto.

Liability of Administrative Agent; Credit Decision. Neither the Administrative Agent nor any of its directors, officers, agents, agents or employees shall be liable for any action taken or not taken by it in connection with the Credit Documents Loan Documents: (i) with the consent or at the request of the Required Banks, Lenders or (ii) in the absence of its own gross negligence or willful misconduct (as proven by the final, non-appealable judgment of a court of competent jurisdiction)misconduct. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify verify: (i) any statement, warranty or representation made in connection with this Agreement, any other Credit Loan Document or any Credit Event; (ii) the performance or observance of any of the covenants or agreements of the Borrower or any other party Subsidiary contained herein or in any other Credit Loan Document; (iii) the satisfaction of any condition specified in Section 6 7 hereof, except receipt of items required to be delivered to the Administrative Agent; or (iv) the validity, effectiveness, genuineness, enforceability, perfection, value, worth or collectibility hereof or of any other Credit Loan Document or of any other documents or writing furnished in connection with any Credit Loan Document; and the Administrative Agent makes no representation of any kind or character with respect to any such matter mentioned in this sentence. The Administrative Agent may execute any of its duties under any of the Credit Loan Documents by or through employees, agents, and attorneys-in-fact and shall not be answerable to the BanksLenders, the Borrower, or any other Person for the default or misconduct of any such agents or attorneys-in-fact selected with reasonable care. The Administrative Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, other document or statement (whether written or oral) believed by it to be genuine or to be sent by the proper party or parties. In particular and without limiting any of the foregoing, the Administrative Agent shall have no responsibility for confirming the accuracy of any Compliance Certificate or other document or instrument received by it under the Credit Documents. The Administrative Agent may treat the payee of any Note as the holder thereof until written notice of transfer shall have been filed with the Administrative Agent signed by such payee in form satisfactory to the Administrative Agent. Each Bank acknowledges that it has independently and without reliance on the Administrative Agent or any other Bank, and based upon such information, investigations and inquiries as it deems appropriate, made its own credit analysis and decision to extend credit to the Borrower in the manner set forth in the Credit Documents. It shall be the responsibility of each Bank to keep itself informed as to the creditworthiness of the Borrower and any other relevant Person, and the Administrative Agent shall have no liability to any Bank with respect thereto.reasonable

Liability of Administrative Agent; Credit Decision. Neither the Administrative Agent nor any of its directors, officers, agents, agents or employees shall be liable for any action taken or not taken by it in connection with the Credit Documents Loan Documents: (i) with the consent or at the request of the Required Banks, Lenders or (ii) in the absence of its own gross negligence or willful misconduct (as proven finally determined by the final, non-appealable judgment of a court of competent jurisdiction). Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify verify: (i) any statement, warranty or representation made in connection with this Agreement, any other Credit Loan Document or any Credit Event; (ii) the performance or observance of any of the covenants or agreements of the Borrower any Loan Party or any other party Subsidiary contained herein or in any other Credit Loan Document; (iii) the satisfaction of any condition specified in Section 6 7 hereof, except receipt of items required to be delivered to the Administrative Agent; or (iv) the validity, effectiveness, genuineness, enforceability, perfection, value, worth or collectibility hereof or of any other Credit Loan Document or of any other documents or writing furnished in connection with any Credit DocumentLoan Document or of any Collateral; and the Administrative Agent makes no representation of any kind or character with respect to any such matter mentioned in this sentence. The Administrative Agent may execute any of its duties under any of the Credit Loan Documents by or through employees, agents, and attorneys-in-fact and shall not be answerable to the BanksLenders, the BorrowerL/C Issuer, any Loan Party, or any other Person for the default or misconduct of any such agents or attorneys-in-fact selected with reasonable care. The Administrative Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, other document or statement (whether written or oral) believed by it to be genuine or to be sent by the proper party or parties. In particular and without limiting any of the foregoing, the Administrative Agent shall have no responsibility for confirming the accuracy of any Compliance Certificate compliance certificate or other document or instrument received by it under the Credit Loan Documents. The Administrative Agent may treat the payee of any Note Obligation as the holder thereof until written notice of transfer shall have been filed with the Administrative Agent signed by such payee in form satisfactory to the Administrative Agent. Each Bank Lender and L/C Issuer acknowledges that it has independently and without reliance on the Administrative Agent or any other BankLender or L/C Issuer, and based upon such information, investigations and inquiries as it deems appropriate, made its own credit analysis and decision to extend credit to the Borrower Borrowers in the manner set forth in the Credit Loan Documents. It shall be the responsibility of each Bank Lender and L/C Issuer to keep itself informed as to the creditworthiness of the Borrower Loan Parties and any other relevant Persontheir respective Subsidiaries, and the Administrative Agent shall have no liability to any Bank Lender or L/C Issuer with respect thereto.

Liability of Administrative Agent; Credit Decision. Neither the Administrative Agent nor any of its directors, officers, agents, or employees shall be liable for any action taken or not taken by it in connection with the Credit Documents (i) with the consent or at the request of the Required Banks or all of the Banks, as applicable, or (ii) in the absence of its own gross negligence or willful misconduct (as proven by the final, non-appealable judgment of a court of competent jurisdiction)misconduct. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify (i) any statement, warranty or representation made in connection with this Agreement, any other Credit Document or any Credit Event; (ii) the performance or observance of any of the covenants or agreements of the Borrower or any other party Guarantor contained herein or in any other Credit Document; (iii) the satisfaction of any condition specified in Section 6 hereof, except receipt of items required to be delivered to the Administrative Agent; or (iv) the validity, effectiveness, genuineness, enforceability, perfection, value, worth or collectibility hereof or of any other Credit Document or of any other documents or writing furnished in connection with any Credit Document; and the Administrative Agent makes no representation of any kind or character with respect to any such matter mentioned in this sentence. The Administrative Agent may execute any of its duties under any of the Credit Documents by or through employees, agents, and attorneys-in-fact and shall not be answerable to the Banks, the Borrower, or any other Person for the default or misconduct of any such agents or attorneys-in-fact selected with reasonable care. The Administrative Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, other document or statement (whether written or oral) believed by it to be genuine or to be sent by the proper party or parties. In particular and without limiting any of the foregoing, the Administrative Agent shall have no responsibility for confirming the accuracy of any Compliance Certificate or other document or instrument received by it under the Credit Documents. The Administrative Agent may treat the payee of any Note as the holder thereof until written notice of transfer shall have been filed with the Administrative Agent signed by such payee in form satisfactory to the Administrative Agent. Each Bank acknowledges that it has independently and without reliance on the Administrative Agent or any other Bank, and based upon such information, investigations and inquiries as it deems appropriate, made its own credit analysis and decision to extend credit to the Borrower in the manner set forth in the Credit Documents. It shall be the responsibility of each Bank to keep itself informed as to the creditworthiness of the Borrower and any other relevant Person, and the Administrative Agent shall have no liability to any Bank with respect thereto.the

Liability of Administrative Agent; Credit Decision. Neither the Administrative Agent nor any of its directors, officers, agents, agents or employees shall be liable for any action taken or not taken by it in connection with the Credit Documents Loan Documents: (i) with the consent or at the request of the Required Banks, Lenders or (ii) in the absence of its own gross negligence or willful misconduct (as proven by the final, non-appealable judgment of a court of competent jurisdiction)misconduct. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify verify: (i) any statement, warranty or representation made in connection with this Agreement, any other Credit Loan Document or any Credit Event; (ii) the performance or observance of any of the covenants or agreements of the Borrower Parent, the Borrowing Subsidiary, or any other party of their Subsidiaries contained herein or in any other Credit Loan Document; (iii) the satisfaction of any condition specified in Section 6 7 hereof, except receipt of items required to be delivered to the Administrative Agent; or (iv) the validity, effectiveness, genuineness, enforceability, perfection, value, worth or collectibility hereof or of any other Credit Loan Document or of any other documents or writing furnished in connection with any Credit Loan Document; and the Administrative Agent makes no representation of any kind or character with respect to any such matter mentioned in this sentence. The Administrative Agent may execute any of its duties under any of the Credit Loan Documents by or through employees, agents, and attorneys-in-fact and shall not be answerable to the BanksLenders, the BorrowerParent, the Borrowing Subsidiary, or any other Person for the default or misconduct of any such agents or attorneys-in-fact selected with reasonable care. The Administrative Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, other document or statement (whether written or oral) believed by it to be genuine or to be sent by the proper party or parties. In particular and without limiting any of the foregoing, the Administrative Agent shall have no responsibility for confirming the accuracy of any Compliance Certificate compliance certificate or other document or instrument received by it under the Credit Loan Documents. The Administrative Agent may treat the payee of any Note as the holder thereof until written notice of transfer shall have been filed with the Administrative Agent signed by such payee in form satisfactory to the Administrative Agent. Each Bank Lender acknowledges that it has independently and without reliance on the Administrative Agent or any other BankLender, and based upon such information, investigations and inquiries as it deems appropriate, made its own credit analysis and decision to extend credit to the Borrower Parent and the Borrowing Subsidiary in the manner set forth in the Credit Loan Documents. It shall be the responsibility of each Bank Lender to keep itself informed as to the creditworthiness of the Borrower Parent, the Borrowing Subsidiary, and any other relevant Persontheir Subsidiaries, and the Administrative Agent shall have no liability to any Bank Lender with respect thereto.

Liability of Administrative Agent; Credit Decision. Neither the Administrative Agent nor any of its directors, officers, agents, agents or employees shall be liable for any action taken or not taken by it in connection with the Credit Documents Loan Documents: (i) with the consent or at the request of the Required Banks, Lenders or (ii) in the absence of its own gross negligence or willful misconduct (as proven by the final, non-appealable judgment of a court of competent jurisdiction)misconduct. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify verify: (i) any statement, warranty or representation made in connection with this Agreement, any other Credit Loan Document or any Credit Event; (ii) the performance or observance of any of the covenants or agreements of the a Borrower or any other party Subsidiary contained herein or in any other Credit Loan Document; (iii) the satisfaction of any condition specified in Section 6 hereof; or (iv) the validity, effectiveness, genuineness, enforceability, perfection, value, worth or collectibility hereof or of any other Credit Loan Document or of any other documents or writing furnished in connection with any Credit Loan Document; or (iv) the satisfaction of any condition set forth in Section 7.1 or 7.2 or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent and the Administrative Agent makes no representation of any kind or character with respect to any such matter mentioned in this sentence. The Administrative Agent may execute any of its duties under any of the Credit Loan Documents by or through employees, agents, and attorneys-in-fact attorneys‑in‑fact and shall not be answerable to the BanksLenders, the L/C Issuer, the Borrower, or any other Person for the default or misconduct of any such agents or attorneys-in-fact attorneys‑in‑fact selected with reasonable care. The Administrative Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, other document or statement (whether written or oral) believed by it to be genuine or to be sent by the proper party or parties. In particular and without limiting any of the foregoing, the Administrative Agent shall have no responsibility for confirming the accuracy of any Compliance Certificate compliance certificate or other document or instrument received by it under the Credit Loan Documents. The Administrative Agent may treat the payee of any Note Obligation as the holder thereof until written notice of transfer shall have been filed with the Administrative Agent signed by such payee in form satisfactory to the Administrative Agent. Each Bank Lender and the L/C Issuer acknowledges that it has independently and without reliance on the Administrative Agent or Agent, any other BankLender or the L/C Issuer, and based upon such information, investigations and inquiries as it deems appropriate, made its own credit analysis and decision to extend credit to the Borrower Borrowers in the manner set forth in the Credit Loan Documents. It shall be the responsibility of each Bank Lender and the L/C Issuer to keep itself informed as to the creditworthiness of the Borrower Borrowers and any other relevant Persontheir Subsidiaries, and the Administrative Agent shall have no liability to any Bank Lender or the L/C Issuer with respect thereto.

Liability of Administrative Agent; Credit Decision. Neither the Administrative Agent nor any of its directors, officers, agents, agents or employees shall be liable for any action taken or not taken by it in connection with the Credit Documents Loan Documents: (i) with the consent or at the request of the Required Banks, Lenders or (ii) in the absence of its own gross negligence or willful misconduct (as proven by the final, non-appealable judgment of a court of competent jurisdiction)misconduct. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify verify: (i) any statement, warranty or representation made in connection with this Agreement, Agreement or any other Credit Document or any Credit EventLoan Document; (ii) the performance or observance of any of the covenants or agreements of the Borrower or any other party Subsidiary contained herein or in any other Credit Loan Document; (iii) the satisfaction of any condition specified in Section 6 7 hereof, except receipt of items required to be delivered to the Administrative Agent; or (iv) the validity, effectiveness, genuineness, enforceability, perfection, value, worth or collectibility hereof or of any other Credit Loan Document or of any other documents or writing furnished in connection with any Credit Loan Document; and the Administrative Agent makes no representation of any kind or character with respect to any such matter mentioned in this sentence. The Administrative Agent may execute any of its duties under any of the Credit Loan Documents by or through employees, agents, and attorneys-in-fact and shall not be answerable to the BanksLenders, the Borrower, or any other Person for the default or misconduct of any such agents or attorneys-in-fact selected with reasonable care. The Administrative Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, other document or statement (whether written or oral) believed by it to be genuine or to be sent by the proper party or parties. In particular and without limiting any of the foregoing, the Administrative Agent shall have no responsibility for confirming the accuracy of any Compliance Certificate compliance certificate or other document or instrument received by it under the Credit Loan Documents. The Administrative Agent may treat the payee of any Note Obligation as the holder thereof until written notice of transfer shall have been filed with the Administrative Agent signed by such payee in form satisfactory to the Administrative Agent. Each Bank Lender acknowledges that it has independently and without reliance on the Administrative Agent or any other Bank, and based upon such information, investigations and inquiries as it deems appropriate, made its own credit analysis and decision to extend credit to the Borrower in the manner set forth in the Credit Loan Documents. It shall be the responsibility of each Bank Lender to keep itself informed as to the creditworthiness of the Borrower and any other relevant Personits Subsidiaries, and the Administrative Agent shall have no liability to any Bank Lender with respect thereto.

Liability of Administrative Agent; Credit Decision. Neither the Administrative Agent nor any of its directors, officers, agents, agents or employees shall be liable for any action taken or not taken by it in connection with the Credit Documents Loan Documents: (i) with the consent or at the request of the Required Banks, Lenders (or of any other group of Lenders called for under the specific provisions of the Loan Documents) or (ii) in the absence of its own gross negligence or willful misconduct (as proven determined by the final, non-appealable judgment of a court of competent jurisdiction)jurisdiction by final non-appealable judgment. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify verify: (i) any statement, warranty or representation made in connection with this Agreement, any other Credit Loan Document or any Credit Event; (ii) the performance or observance of any of the covenants or agreements of ARC REIT, the Borrower or any other party Subsidiary contained herein or in any other Credit Loan Document; (iii) the satisfaction of any condition specified in Section 6 7 hereof, except receipt of items required to be delivered to the Administrative Agent; or (iv) the validity, effectiveness, genuineness, enforceability, perfection, value, worth or collectibility collectability hereof or of any other Credit Loan Document or of any other documents or writing furnished in connection with any Credit Loan Document; and the Administrative Agent makes no representation of any kind or character with respect to any such matter mentioned in this sentence. The Administrative Agent may execute any of its duties under any of the Credit Loan Documents by or through employees, agents, and attorneys-in-fact and shall not be answerable to the BanksLenders, the L/C Issuer, the Borrower, or any other Person for the default or misconduct of any such agents or attorneys-in-fact selected with reasonable care. The Administrative Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, other document or statement (whether written or oral) believed by it to be genuine or to be sent by the proper party or parties. In particular and without limiting any of the foregoing, the Administrative Agent shall have no responsibility for confirming the accuracy of any Compliance Certificate or other document or instrument received by it under the Credit Loan Documents. The Administrative Agent may treat the payee of any Note Obligation as the holder thereof until written notice of transfer shall have been filed with the Administrative Agent signed by such payee in form satisfactory to the Administrative Agent. Each Bank Lender and L/C Issuer acknowledges that it has independently and without reliance on the Administrative Agent or any other BankLender or L/C Issuer, and based upon such information, investigations and inquiries as it deems appropriate, made its own credit analysis and decision to extend credit to the Borrower in the manner set forth in the Credit Loan Documents. It shall be the responsibility of each Bank Lender and L/C Issuer to keep itself informed as to the creditworthiness of the Borrower and any other relevant Personits Subsidiaries, and the Administrative Agent shall have no liability to any Bank Lender or L/C Issuer with respect thereto.

Liability of Administrative Agent; Credit Decision. Neither the Administrative Agent nor any of its directors, officers, agents, agents or employees shall be liable for any action taken or not taken by it in connection with the Credit Documents Loan Documents: (i) with the consent or at the request of the Required Banks, Lenders or (ii) in the absence of its own gross negligence or willful misconduct (as proven by the final, non-appealable judgment of a court of competent jurisdiction)misconduct. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify verify: (i) any statement, warranty or representation made in connection with this Agreement, any other Credit Loan Document or any Credit Event; (ii) the performance or observance of any of the covenants or agreements of the Borrower or any other party Subsidiary contained herein or in any other Credit Loan Document; (iii) the satisfaction of any condition specified in Section 6 7 hereof, except receipt of items required to be delivered to the Administrative Agent; or (iv) the validity, effectiveness, genuineness, enforceability, perfection, value, worth or collectibility hereof or of any other Credit Loan Document or of any other documents or writing furnished in connection with any Credit Loan Document; and the Administrative Agent makes no representation of any kind or character with respect to any such matter mentioned in this sentence. The Administrative Agent may execute any of its duties under any of the Credit Loan Documents by or through employees, agents, and attorneys-in-fact and shall not be answerable to the BanksLenders, the L/C Issuer, the Borrower, or any other Person for the default or misconduct of any such agents or attorneys-in-fact selected with reasonable care. The Administrative Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, other document or statement (whether written or oral) believed by it to be genuine or to be sent by the proper party or parties. In particular and without limiting any of the foregoing, the Administrative Agent shall have no responsibility for confirming the accuracy of any Compliance Certificate compliance certificate or other document or instrument received by it under the Credit Loan Documents. The Administrative Agent may treat the payee of any Note Obligation as the holder thereof until written notice of transfer shall have been filed with the Administrative Agent signed by such payee in form satisfactory to the Administrative Agent. Each Bank Lender and the L/C Issuer acknowledges that it has independently and without reliance on the Administrative Agent or Agent, any other BankLender or the L/C Issuer, and based upon such information, investigations and inquiries as it deems appropriate, made its own credit analysis and decision to extend credit to the Borrower in the manner set forth in the Credit Loan Documents. It shall be the responsibility of each Bank Lender and the L/C Issuer to keep itself informed as to the creditworthiness of the Borrower and any other relevant Personits Subsidiaries, and the Administrative Agent shall have no liability to any Bank Lender or the L/C Issuer with respect thereto.

Liability of Administrative Agent; Credit Decision. (a) Neither the Administrative Agent nor any of its directors, officers, agents, agents or employees shall be liable for any action taken or not taken by it in connection with the Credit Documents Loan Documents: (i) with the consent or at the request of the Required Banks, Lenders or (ii) in the absence of its own gross negligence negligence, bad faith or willful misconduct (as proven determined by the final, non-appealable judgment of a court of competent jurisdiction)jurisdiction by final and non-appealable judgment. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until notice describing such Default is given to the 744209099 20664705 Administrative Agent in writing by Borrower, a Lender or the L/C Issuer. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify verify: (i) any statement, warranty or representation made in connection with this Agreement, any other Credit Loan Document or any Credit Event; (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants or agreements of the Borrower or any other party Subsidiary contained herein or in any other Credit Loan Document; (iiiiv) the satisfaction of any condition specified in Section 6 hereof4, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent; or (ivv) the validity, effectiveness, genuineness, enforceability, perfection, value, worth or collectibility collectability hereof or of any other Credit Loan Document or of any other documents or writing furnished in connection with any Credit DocumentLoan Document or of any Collateral; and the Administrative Agent makes no representation of any kind or character with respect to any such matter mentioned in this sentence. . (b) The Administrative Agent may execute any of its duties under any of the Credit Documents by or through employees, agentsshall be entitled to rely upon, and attorneys-in-fact and shall not be answerable to the Banks, the Borrower, or any other Person for the default or misconduct of any such agents or attorneys-in-fact selected with reasonable care. The Administrative Agent shall not incur any liability by acting in reliance upon for relying upon, any notice, consentrequest, certificate, other consent, statement, instrument, document or statement other writing (whether written including any electronic message, Internet or oralintranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or to be sent otherwise authenticated by the proper party Person. The Administrative Agent also may rely upon any statement made to it orally or partiesby telephone and believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, or the issuance, extension, increase, reinstatement or renewal of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or the L/C Issuer, the Administrative Agent may presume that such condition is satisfactory to such Lender or the L/C Issuer unless the Administrative Agent shall have received notice to the contrary from such Lender or the L/C Issuer prior to the making of such Loan or the issuance of such Letter of Credit In particular and without limiting any of the foregoing, the Administrative Agent shall have no responsibility for confirming the accuracy of any Compliance Certificate compliance certificate or other document or instrument received by it under the Credit Loan Documents. The Administrative Agent may treat the payee of any Note Obligation as the holder thereof until written notice of transfer shall have been filed with the Administrative Agent signed by such payee in form satisfactory to the Administrative Agent. Each Bank Lender and L/C Issuer acknowledges that it has independently and without reliance on the Administrative Agent or any other BankLender or L/C Issuer (or any of their Related Parties), and based upon such information, investigations and inquiries as it deems appropriate, made its own credit analysis and decision to extend credit to the Borrower in the manner set forth in the Credit Loan Documents. It shall be the responsibility of each Bank Lender and L/C Issuer to keep itself informed as to the creditworthiness of the Borrower and any other relevant Personits Subsidiaries, and the Administrative Agent shall have no liability to any Bank Lender or L/C Issuer with respect thereto.

Liability of Administrative Agent; Credit Decision. Neither the Administrative Agent nor any of its directors, officers, agents, agents or employees shall be liable for any action taken or not taken by it in connection with the Credit Documents Loan Documents: (i) with the consent or at the request of the Required Banks, Lenders or (ii) in the absence of its own gross negligence or willful misconduct (as proven by the final, non-appealable judgment of a court of competent jurisdiction)misconduct. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify verify: (i) any statement, warranty or representation made in connection with this Agreement, any other Credit Loan Document or any Credit Event; (ii) the performance or observance of any of the covenants or agreements of the Borrower or any other party Subsidiary contained herein or in any other Credit Loan Document; (iii) the satisfaction of any condition specified in Section 6 7 hereof, except receipt of items required to be delivered to the Administrative Agent; or (iv) the validity, effectiveness, genuineness, enforceability, perfection, value, worth or collectibility hereof or of any other Credit Loan Document or of any other documents or writing furnished in connection with any Credit DocumentLoan Document or of any Collateral; and the Administrative Agent makes no representation of any kind or character with respect to any such matter mentioned in this sentence. The Administrative Agent may execute any of its duties under any of the Credit Loan Documents by or through employees, agents, and attorneys-in-fact and shall not be answerable to the BanksL/C Issuers, the Lenders, the Borrower, or any other Person for the default or misconduct of any such agents or attorneys-in-fact selected with reasonable care. The Administrative Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, other document or statement (whether written or oral) believed by it to be genuine or to be sent by the proper party or parties. In particular and without limiting any of the foregoing, the Administrative Agent shall have no responsibility for confirming the accuracy of any Compliance Certificate compliance certificate or other document or instrument received by it under the Credit Loan Documents. The Administrative Agent may treat the payee of any Note as the holder thereof until written notice of transfer shall have been filed with the Administrative Agent signed by such payee in form satisfactory to the Administrative Agent. Each Bank L/C Issuer and each Lender acknowledges that it has independently and without reliance on the Administrative Agent Agent, any other L/C Issuer or any other BankLender, and based upon such information, investigations and inquiries as it deems appropriate, made its own credit analysis and decision to extend credit to the Borrower in the manner set forth in the Credit Loan Documents. It shall be the responsibility of each Bank L/C Issuer and each Lender to keep itself informed as to the creditworthiness of the Borrower and any other relevant Personits Subsidiaries, and the Administrative Agent shall have no liability to any Bank L/C Issuer or any Lender with respect thereto.

Liability of Administrative Agent; Credit Decision. Neither the Administrative Agent nor any of its directors, officers, agents, or employees shall be liable for any action taken or not taken by it in connection with the Credit Documents (i) with the consent or at the request of the Required Banks, or (ii) in the absence of its own gross negligence or willful misconduct (as proven by the final, non-appealable judgment of a court of competent jurisdiction). Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify (i) any statement, warranty or representation made in connection with this Agreement, any other Credit Document or any Credit Event; (ii) the performance or observance of any of the covenants Section 1.7 or agreements of the Borrower or any other party contained herein or in any other Credit Document; (iii) the satisfaction of any condition specified in Section 6 hereof; or (iv) the validity, effectiveness, genuineness, enforceability, perfection, value, worth or collectibility hereof or of any other Credit Document or of any other documents or writing furnished in connection with any Credit Document; and the Administrative Agent makes no representation of any kind or character with respect to any such matter mentioned in this sentence. The Administrative Agent may execute any of its duties under any of the Credit Documents by or through employees, agents, and attorneys-in-fact and shall not be answerable to the Banks, the Borrower, or any other Person for the default or misconduct of any such agents or attorneys-in-fact selected with reasonable care. The Administrative Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, other document or statement (whether written or oral) believed by it to be genuine or to be sent by the proper party or parties. In particular and without limiting any of the foregoing, the Administrative Agent shall have no responsibility for confirming the accuracy of any Compliance Certificate or other document or instrument received by it under the Credit Documents. The Administrative Agent may treat the payee of any Note as the holder thereof until written notice of transfer shall have been filed with the Administrative Agent signed by such payee in form satisfactory to the Administrative Agent. Each Bank acknowledges that it has independently and without reliance on the Administrative Agent or any other Bank, and based upon such information, investigations and inquiries as it deems appropriate, made its own credit analysis and decision to extend credit to the Borrower in the manner set forth in the Credit Documents. It shall be the responsibility of each Bank to keep itself informed as to the creditworthiness of the Borrower and any other relevant Person, and the Administrative Agent shall have no liability to any Bank with respect thereto.

Liability of Administrative Agent; Credit Decision. Neither the Administrative Agent nor any of its directors, officers, agents, or employees No Agent-Related Person shall be liable for any action taken or not taken by it in connection with the Credit Documents Loan Documents: (i) with the consent or at the request of the Required Banks, Lenders or (ii) in the absence of its own gross negligence or willful misconduct (as proven by the final, nonmisconduct. No Agent-appealable judgment of a court of competent jurisdiction). Neither the Administrative Agent nor any of its directors, officers, agents or employees Related Person shall be responsible for or have any duty to ascertain, inquire into or verify verify: (i) any statement, warranty or representation made in connection with this Agreement, any other Credit Loan Document or any Credit EventExtension; (ii) the performance or observance of any of the covenants or agreements of the Borrower or any other party Subsidiary contained herein or in any other Credit Loan Document; (iii) the satisfaction of any condition specified in Section 6 hereof12, except receipt of items required to be delivered to the Administrative Agent; or (iv) the validity, effectiveness, genuineness, enforceability, perfection, value, worth or collectibility hereof or of any other Credit Loan Document or of any other documents or writing furnished in connection with any Credit DocumentLoan Document or of any Collateral; and the Administrative Agent makes no representation of any kind or character with respect to any such matter mentioned in this sentence. The Administrative Agent may execute any of its duties under any of the Credit Loan Documents by or through employees, agents, and attorneys-in-attorneys in fact and shall not be answerable to the Banksany Lender, the Borrower, any Subsidiary or any other Person for the default or misconduct of any such agents or attorneys-in-attorneys in fact selected with reasonable care. The Administrative Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, other document or statement (whether written or oral) believed by it to be genuine or to be sent by the proper party or parties. In particular and without limiting any of the foregoing, the Administrative Agent shall have no responsibility for confirming the accuracy of any Compliance Certificate compliance certificate or other document or instrument received by it under the Credit Loan Documents. The Administrative Agent may treat the payee of any Note obligation owing under a Loan Document as the holder thereof until written notice of transfer shall have been filed with the Administrative Agent signed by such payee in form satisfactory to the Administrative Agent. Each Bank Lender acknowledges that it has independently and without reliance on the Administrative Agent or any other BankLender, and based upon such information, investigations and inquiries as it deems appropriate, made its own credit analysis and decision to extend credit to the Borrower in the manner set forth in the Credit Loan Documents. It shall be the responsibility of each Bank Lender and each Issuing Lender to keep itself informed as to the creditworthiness of the Borrower and any other relevant Personits Subsidiaries, and the Administrative Agent shall have no liability to any Bank Lender with respect thereto.

Liability of Administrative Agent; Credit Decision. Neither the Administrative Agent nor any of its directors, officers, agents, agents or employees shall be liable for any action taken or not taken by it in connection with the Credit Documents Loan Documents: (i) with the consent or at the request of (x) the Required BanksLenders or, (y) if such action or inaction requires, pursuant to the terms of the Loan Documents, the consent of (1) all of the Lenders or (2) the Required Lenders and certain specific Lenders, all of the Lenders or the Required Lenders and such specific Lenders, as the case may be, or (ii) in the absence of its own gross negligence or willful misconduct (as proven by the final, non-appealable judgment of a court of competent jurisdiction)misconduct. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify verify: (i) any statement, warranty or representation made in connection with this Agreement, any other Credit Loan Document or any Credit Event; (ii) the performance or observance of any of the covenants or agreements of the Borrower or any other party Subsidiary contained herein or in any other Credit Loan Document; (iii) the satisfaction of any condition specified in Section 6 7 hereof, except receipt of items required to be delivered to the Administrative Agent; or (iv) the validity, effectiveness, genuineness, enforceability, perfection, value, worth or collectibility hereof or of any other Credit Loan Document or of any other documents or writing furnished in connection with any Credit DocumentLoan Document or of any Collateral; and the Administrative Agent makes no representation of any kind or character with respect to any such matter mentioned in this sentence. The Administrative Agent may execute any of its duties under any of the Credit Loan Documents by or through employees, agents, and attorneys-in-fact and shall not be answerable to the BanksLenders, the Borrower, or any other Person for the default or misconduct of any such agents or attorneys-in-fact selected with reasonable care. The Administrative Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, other document or statement (whether written or oral) believed by it to be genuine or to be sent by the proper party or parties. In particular and without limiting any of the foregoing, the Administrative Agent shall have no responsibility for confirming the accuracy of any Compliance Certificate compliance certificate or other document or instrument received by it under the Credit Loan Documents. The Administrative Agent may treat the payee of any Note as the holder thereof until written notice of transfer shall have been filed with the Administrative Agent signed by such payee in form satisfactory to the Administrative Agent. Each Bank Lender acknowledges that it has independently and without reliance on the Administrative Agent or any other BankLender, and based upon such information, investigations and inquiries as it deems appropriate, made its own credit analysis and decision to extend credit to the Borrower in the manner set forth in the Credit Loan Documents. It shall be the responsibility of each Bank Lender to keep itself informed as to the creditworthiness of the Borrower and any other relevant Personthe Subsidiaries, and the Administrative Agent shall have no liability to any Bank Lender with respect thereto.

Liability of Administrative Agent; Credit Decision. Neither the Administrative Agent nor any of its directors, officers, agents, agents or employees shall be liable for any action taken or not taken by it in connection with the Credit Documents Loan Documents: (i) with the consent or at the request of the Required Banks, Lenders or (ii) in the absence of its own gross negligence or willful misconduct (as proven by the final, non-appealable judgment of a court of competent jurisdiction)misconduct. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify verify: (i) any statement, warranty or representation made in connection with this Agreement, any other Credit Loan Document or any Credit Event; (ii) the performance or observance of any of the covenants or agreements of the any Borrower or any other party Subsidiary contained herein or in any other Credit Loan Document; (iii) the satisfaction of any condition specified in Section 6 7 hereof, except receipt of items required to be delivered to the Administrative Agent; or (iv) the validity, effectiveness, genuineness, enforceability, perfection, value, worth or collectibility hereof or of any other Credit Loan Document or of any other documents or writing furnished in connection with any Credit Loan Document; and the Administrative Agent makes no representation of any kind or character with respect to any such matter mentioned in this sentence. The Administrative Agent may execute any of its duties under any of the Credit Loan Documents by or through employees, agents, and attorneys-in-fact and shall not be answerable to the BanksLenders, the BorrowerBorrowers, or any other Person for the default or misconduct of any such agents or attorneys-in-fact selected with reasonable care. The Administrative Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, other document or statement (whether written or oral) believed by it to be genuine or to be sent by the proper party or parties. In particular and without limiting any of the foregoing, the Administrative Agent shall have no responsibility for confirming the accuracy of any Compliance Certificate compliance certificate or other document or instrument received by it under the Credit Loan Documents. The Administrative Agent may treat the payee of any Note Obligation as the holder thereof until written notice of transfer shall have been filed with the Administrative Agent signed by such payee in form satisfactory to the Administrative Agent. Each Bank Lender acknowledges that it has independently and without reliance on the Administrative Agent or any other BankLender, and based upon such information, investigations and inquiries as it deems appropriate, made its own credit analysis and decision to extend credit to the Borrower Borrowers in the manner set forth in the Credit Loan Documents. It shall be the responsibility of each Bank Lender to keep itself informed as to the creditworthiness of the each Borrower and any other relevant Personits Subsidiaries, and the Administrative Agent shall have no liability to any Bank Lender with respect thereto.

Liability of Administrative Agent; Credit Decision. Neither the Administrative Agent nor any of its directors, officers, agents, agents or employees shall be liable for any action taken or not taken by it in connection with the Credit Documents Loan Documents: (i) with the consent or at the request of the Required Banks, Lenders (or of any other group of Lenders called for under the specific provisions of the Loan Documents) or (ii) in the absence of its own gross negligence or willful misconduct (as proven determined by the final, non-appealable judgment of a court of competent jurisdiction)jurisdiction by final non-appealable judgment. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify verify: (i) any statement, warranty or representation made in connection with this Agreement, any other Credit Loan Document or any Credit Event; (ii) the performance or observance of any of the covenants or 95 agreements of the Borrower Parent or any other party Subsidiary contained herein or in any other Credit Loan Document; (iii) the satisfaction of any condition specified in Section 6 7 hereof, except receipt of items required to be delivered to the Administrative Agent; or (iv) the validity, effectiveness, genuineness, enforceability, perfection, value, worth or collectibility collectability hereof or of any other Credit Loan Document or of any other documents or writing furnished in connection with any Credit Loan Document; and the Administrative Agent makes no representation of any kind or character with respect to any such matter mentioned in this sentence. The Administrative Agent may execute any of its duties under any of the Credit Loan Documents by or through employees, agents, and attorneys-in-fact attorneysinfact and shall not be answerable to the BanksLenders, the L/C Issuer, the Borrower, or any other Person for the default or misconduct of any such agents or attorneys-in-fact attorneysinfact selected with reasonable care. The Administrative Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, other document or statement (whether written or oral) believed by it to be genuine or to be sent by the proper party or parties. In particular and without limiting any of the foregoing, the Administrative Agent shall have no responsibility for confirming the accuracy of any Compliance Certificate or other document or instrument received by it under the Credit Loan Documents. The Administrative Agent may treat the payee of any Note Obligation as the holder thereof until written notice of transfer shall have been filed with the Administrative Agent signed by such payee in form satisfactory to the Administrative Agent. Each Bank Lender and L/C Issuer acknowledges that it has independently and without reliance on the Administrative Agent or any other BankLender or L/C Issuer, and based upon such information, investigations and inquiries as it deems appropriate, made its own credit analysis and decision to extend credit to the Borrower in the manner set forth in the Credit Loan Documents. It shall be the responsibility of each Bank Lender and L/C Issuer to keep itself informed as to the creditworthiness of the Borrower and any other relevant Personits Subsidiaries, and the Administrative Agent shall have no liability to any Bank Lender or L/C Issuer with respect thereto.

Liability of Administrative Agent; Credit Decision. Neither the Administrative Agent nor any of its directors, officers, agents, or employees shall be liable for any action taken or not taken by it in connection with the Credit Documents Loan Documents: (ia) with the consent or at the request of the Required Banks, Lenders or (iib) in the absence of its own gross negligence or willful misconduct (as proven by the final, non-appealable judgment of a court of competent jurisdiction)misconduct. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify verify: (i) any statement, warranty or representation made in connection with this Agreement, any other Credit Loan Document or any Credit Event; (ii) the performance or observance of any of the covenants or agreements of the Parent, the Borrower or any other party Subsidiary contained herein or in any other Credit Loan Document; (iii) the satisfaction of any condition specified in Section 6 7 hereof, except receipt of items required to be delivered to the Administrative Agent; or (iv) the validity, effectiveness, genuineness, enforceability, perfection, value, worth or collectibility hereof or of any other Credit Loan Document or of any other documents or writing furnished in connection with any Credit DocumentLoan Document or of any Collateral; and the Administrative Agent makes no representation of any kind or character with respect to any such matter mentioned in this sentence. The Administrative Agent may execute any of its duties under any of the Credit Loan Documents by or through employees, agents, and attorneys-–in-–fact and shall not be answerable to the BanksLenders, the Borrower, or any other Person for the default or misconduct of any such agents or attorneys-–in-–fact selected with reasonable care. The Administrative Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, other document or statement (whether written or oral) believed by it to be genuine or to be sent by the proper party or parties. In particular and without limiting any of the foregoing, the Administrative Agent shall have no responsibility for confirming the accuracy of any Compliance Certificate compliance certificate or other document or instrument received by it under the Credit Loan Documents. The Administrative Agent may treat the payee of any Note as the holder thereof until written notice of transfer shall have been filed with the Administrative Agent signed by such payee in form satisfactory to the Administrative Agent. Each Bank Lender acknowledges that it has independently and without reliance on the Administrative Agent or any other BankLender, and based upon such information, investigations and inquiries as it deems appropriate, made its own credit analysis and decision to extend credit to the Borrower in the manner set forth in the Credit Loan Documents. It shall be the responsibility of each Bank Lender to keep itself informed as to the creditworthiness of the Parent, the Borrower and any other relevant Persontheir Subsidiaries, and the Administrative Agent shall have no liability to any Bank Lender with respect thereto.

Liability of Administrative Agent; Credit Decision. Neither the Administrative Agent nor any of its directors, officers, agents, or employees shall be liable for any action taken or not taken by it in connection with the Credit Documents Loan Documents: (i) with the consent or at the request of the Required Banks, Lenders or (ii) in the absence of its own gross negligence or willful misconduct (as proven by the final, non-appealable judgment of a court of competent jurisdiction)misconduct. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify verify: (i) any statement, warranty or representation made in connection with this Agreement, any other Credit Loan Document or any Credit Event; (ii) the performance or observance of any of the covenants or agreements of the Borrower or any other party Subsidiary contained herein or in any other Credit Loan Document; (iii) the satisfaction of any condition specified in Section 6 7 hereof, except receipt of items required to be delivered to the Administrative Agent; or (iv) the validity, effectiveness, genuineness, enforceability, perfection, value, worth or collectibility hereof or of any other Credit Loan Document or of any other documents or writing furnished in connection with any Credit DocumentLoan Document or of any Collateral; and the Administrative Agent makes no representation of any kind or character with respect to any such matter mentioned in this sentence. The Administrative Agent may execute any of its duties under any of the Credit Loan Documents by or through employees, agents, and attorneys-in-fact and shall not be answerable to the BanksLenders, the BorrowerL/C Issuer, Canadian L/C Issuer or any other Person for the default or misconduct of any such agents or attorneys-in-fact selected with reasonable care. The Administrative Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, other document or statement (whether written or oral) believed by it to be genuine or to be sent by the proper party or parties. In particular and without limiting any of the foregoing, the Administrative Agent shall have no responsibility for confirming the accuracy of any Compliance Certificate compliance certificate or other document or instrument received by it under the Credit Loan Documents. The Administrative Agent may treat the payee of any Note Obligation as the holder thereof until written notice of transfer shall have been filed with the Administrative Agent signed by such payee in form satisfactory to the Administrative Agent. Each Bank Lender, L/C Issuer and Canadian L/C Issuer acknowledges that it has independently and without reliance on the Administrative Agent or Agent, any other BankLender, L/C Issuer or Canadian L/C Issuer, and based upon such information, investigations and inquiries as it deems appropriate, made its own credit analysis and decision to extend credit to the Borrower or the Canadian Borrowers, as applicable, in the manner set forth in the Credit Loan Documents. It shall be the responsibility of each Bank Lender, L/C Issuer and Canadian L/C Issuer to keep itself informed as to the creditworthiness of the Borrower and any other relevant Personits Subsidiaries, and the Administrative Agent shall have no liability to any Bank Lender with respect thereto.

Liability of Administrative Agent; Credit Decision. (a) Neither the Administrative Agent nor any of its directors, officers, agents, agents or employees shall be liable for any action taken or not taken by it in connection with the Credit Documents Documents: (i) with the consent or at the request of the Required Banks, Lenders or (ii) in the absence of its own gross negligence or willful misconduct (as proven determined by the final, non-appealable judgment of a court of competent jurisdiction)jurisdiction by final and non-appealable judgment. The Administrative Agent shall be deemed not to have knowledge of any Default or Event of Default unless and until notice describing such Default or Event of Default is given to the Administrative Agent in writing by the Borrowers, a Lender or the LC Issuer. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify verify: (i) any statement, warranty or representation made in connection with this Agreement, any other Credit Document or any Credit EventExtension of Credit; (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants or agreements of the any Borrower or any other party Subsidiary contained herein or in any other Credit Document; (iiiiv) the satisfaction of any condition specified in Section 6 hereof4, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent; or (ivv) the validity, effectiveness, genuineness, enforceability, perfection, value, worth or collectibility collectability hereof or of any other Credit Document or of any other documents or writing furnished in connection with any Credit DocumentDocument or of any Collateral; and the Administrative Agent makes no representation of any kind or character with respect to any such matter mentioned in this sentence. . (b) The Administrative Agent may execute any of its duties under any of the Credit Documents by or through employees, agentsshall be entitled to rely upon, and attorneys-in-fact and shall not be answerable to the Banks, the Borrower, or any other Person for the default or misconduct of any such agents or attorneys-in-fact selected with reasonable care. The Administrative Agent shall not incur any liability by acting in reliance upon for relying upon, any notice, consentrequest, certificate, other consent, statement, instrument, document or statement other writing (whether written including any electronic message, Internet or oralintranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or to be sent otherwise authenticated by the proper party Person. The Administrative Agent also may rely upon any statement made to it orally or partiesby telephone and believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, or the issuance, extension, increase, reinstatement or renewal of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or the LC Issuer, the Administrative Agent may presume that such condition is satisfactory to such Lender or the LC Issuer unless the Administrative Agent shall have received notice to the contrary from such Lender or the LC Issuer prior to the making of such Loan or the issuance of such Letter of Credit In particular and without limiting any of the foregoing, the Administrative Agent shall have no responsibility for confirming the accuracy of any Compliance Certificate compliance certificate or other document or instrument received by it under the Credit Documents. The Administrative Agent may treat the payee of any Note Obligation as the holder thereof until written notice of transfer shall have been filed with the Administrative Agent signed by such payee in form satisfactory to the Administrative Agent. Each Bank Lender and LC Issuer acknowledges that it has independently and without reliance on the Administrative Agent or any other BankLender or LC Issuer (or any of their Related Parties), and based upon such information, investigations and inquiries as it deems appropriate, made its own credit analysis and decision to extend credit to the Borrower Borrowers in the manner set forth in the Credit Documents. It shall be the responsibility of each Bank Lender and LC Issuer to keep itself informed as to the creditworthiness of the Borrower and any other relevant PersonCredit Parties, and the Administrative Agent shall have no liability to any Bank Lender or LC Issuer with respect thereto.

Liability of Administrative Agent; Credit Decision. Neither the Administrative Agent nor any of its directors, officers, agents, agents or employees shall be liable for any action taken or not taken by it in connection with the Credit Documents Loan Documents: (i) with the consent or at the request of the Required Banks, Lenders or (ii) in the absence of its own gross negligence or willful misconduct (as proven by the final, non-appealable judgment of a court of competent jurisdiction)misconduct. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify verify: (i) any statement, warranty or representation made in connection with this Agreement, any other Credit Loan Document or any Credit Event; (ii) the performance or observance of any of the covenants or agreements of the Borrower or any other party Subsidiary contained herein or in any other Credit Loan Document; (iii) the satisfaction of any condition specified in Section 6 7 hereof, except receipt of items required to be delivered to the Administrative Agent; or (iv) the validity, effectiveness, genuineness, enforceability, perfection, value, worth or collectibility hereof or of any other Credit Loan Document or of any other documents or writing furnished in connection with any Credit Loan Document; and the Administrative Agent makes no representation of any kind or character with respect to any such matter mentioned in this sentence. The Administrative Agent may execute any of its duties under any of the Credit Loan Documents by or through employees, agents, and attorneys-in-fact and shall not be answerable to the BanksLenders, the Borrower, or any other Person for the default or misconduct of any such agents or attorneys-in-fact selected with reasonable care. The Administrative Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, other document or statement (whether written or oral) believed by it to be genuine or to be sent by the proper party or parties. In particular and without limiting any of the foregoing, the Administrative Agent shall have no responsibility for confirming the accuracy of any Compliance Certificate compliance certificate or other document or instrument received by it under the Credit Loan Documents. The Administrative Agent may treat the payee of any Note Obligation as the holder thereof until written notice of transfer shall have been filed with the Administrative Agent signed by such payee in form satisfactory to the Administrative Agent. Each Bank Lender acknowledges that it has independently and without reliance on the Administrative Agent or any other BankLender, and based upon such information, investigations and inquiries as it deems appropriate, made its own credit analysis and decision to extend credit to the Borrower in the manner set forth in the Credit Documents. It shall be the responsibility of each Bank to keep itself informed as to the creditworthiness of the Borrower and any other relevant Person, and the Administrative Agent shall have no liability to any Bank with respect thereto.Loan

Liability of Administrative Agent; Credit Decision. Neither the Administrative Agent nor any of its directors, officers, agents, agents or employees shall be liable for any action taken or not taken by it in connection with the Credit Documents Loan Documents: (i) with the consent or at the request of the Required Banks, Lenders or (ii) in the absence of its own gross negligence or willful misconduct (as proven by the final, non-appealable judgment of a court of competent jurisdiction)misconduct. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify verify: (i) any statement, warranty or representation made in connection with this Agreement, any other Credit Loan Document or any Credit Event; (ii) the performance or observance of any of the covenants or agreements of the Borrower or any other party Subsidiary contained herein or in any other Credit Loan Document; (iii) the satisfaction of any condition specified in Section 6 3 hereof, except receipt of items required to be delivered to the Administrative Agent; or (iv) the validity, effectiveness, genuineness, enforceability, perfection, value, worth or collectibility hereof or of any other Credit Loan Document or of any other documents or writing furnished in connection with any Credit Loan Document; and the Administrative Agent makes no representation of any kind or character with respect to any such matter mentioned in this sentence. The Administrative Agent may execute any of its duties under any of the Credit Loan Documents by or through employees, agents, and attorneys-in-fact and shall not be answerable to the BanksLenders, the Borrower, or any other Person for the default or misconduct of any such agents or attorneys-in-fact selected with reasonable care. The Administrative Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, other document or statement (whether written or oral) believed by it to be genuine or to be sent by the proper party or parties. In particular and without limiting any of the foregoing, the Administrative Agent shall have no responsibility for confirming the accuracy of any Compliance Certificate compliance certificate or other document or instrument received by it under the Credit Loan Documents. The Administrative Agent may treat the payee of any Note as the holder thereof until written notice of transfer shall have been filed with the Administrative Agent signed by such payee in form satisfactory to the Administrative Agent. Each Bank Lender acknowledges that it has independently and without reliance on the Administrative Agent or any other BankLender, and based upon such information, investigations and inquiries as it deems appropriate, made its own credit analysis and decision to extend credit to the Borrower in the manner set forth in the Credit Loan Documents. It shall be the responsibility of each Bank Lender to keep itself informed as to the creditworthiness of the Borrower and any other relevant Personits Subsidiaries, and the Administrative Agent shall have no liability to any Bank Lender with respect thereto.

Liability of Administrative Agent; Credit Decision. (a) Neither the Administrative Agent nor any of its directors, officers, agents, agents or employees shall be liable for any action taken or not taken by it in connection with the Credit Documents Loan Documents: (i) with the consent or at the request of the Required Banks, Lenders or (ii) in the absence of its own gross negligence negligence, bad faith or willful misconduct (as proven determined by the final, non-appealable judgment of a court of competent jurisdiction)jurisdiction by final and non-appealable judgment. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until notice describing such Default is given to the Administrative Agent in writing by Borrower, a Lender or the L/C Issuer. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify verify: (i) any statement, warranty or representation made in connection with this Agreement, any other Credit Loan Document or any Credit Event; , (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants or agreements of the Borrower or any other party Subsidiary contained herein or in any other Credit Loan Document; (iiiiv) the satisfaction of any condition specified in Section 6 hereof4, other than to confirm receipt of items expressly 739016937 20664705 required to be delivered to the Administrative Agent; or (ivv) the validity, effectiveness, genuineness, enforceability, perfection, value, worth or collectibility collectability hereof or of any other Credit Loan Document or of any other documents or writing furnished in connection with any Credit DocumentLoan Document or of any Collateral; and the Administrative Agent makes no representation of any kind or character with respect to any such matter mentioned in this sentence. . (b) The Administrative Agent may execute any of its duties under any of the Credit Documents by or through employees, agentsshall be entitled to rely upon, and attorneys-in-fact and shall not be answerable to the Banks, the Borrower, or any other Person for the default or misconduct of any such agents or attorneys-in-fact selected with reasonable care. The Administrative Agent shall not incur any liability by acting in reliance upon for relying upon, any notice, consentrequest, certificate, other consent, statement, instrument, document or statement other writing (whether written including any electronic message, Internet or oralintranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or to be sent otherwise authenticated by the proper party Person. The Administrative Agent also may rely upon any statement made to it orally or partiesby telephone and believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Revolving Loan, or the issuance, extension, increase, reinstatement or renewal of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or the L/C Issuer, the Administrative Agent may presume that such condition is satisfactory to such Lender or the L/C Issuer unless the Administrative Agent shall have received notice to the contrary from such Lender or the L/C Issuer prior to the making of such Revolving Loan or the issuance of such Letter of Credit In particular and without limiting any of the foregoing, the Administrative Agent shall have no responsibility for confirming the accuracy of any Compliance Certificate compliance certificate or other document or instrument received by it under the Credit Loan Documents. The Administrative Agent may treat the payee of any Note Obligation as the holder thereof until written notice of transfer shall have been filed with the Administrative Agent signed by such payee in form satisfactory to the Administrative Agent. Each Bank Lender and L/C Issuer acknowledges that it has independently and without reliance on the Administrative Agent or any other BankLender or L/C Issuer (or any of their Related Parties), and based upon such information, investigations and inquiries as it deems appropriate, made its own credit analysis and decision to extend credit to the Borrower in the manner set forth in the Credit Loan Documents. It shall be the responsibility of each Bank Lender and L/C Issuer to keep itself informed as to the creditworthiness of the Borrower and any other relevant Personits Subsidiaries, and the Administrative Agent shall have no liability to any Bank Lender or L/C Issuer with respect thereto.

Liability of Administrative Agent; Credit Decision. Neither the Administrative Agent nor any of its directors, officers, agents, agents or employees shall be liable for any action taken or not taken by it in connection with the Credit Documents Loan Documents: (i) with the consent or at the request of the Required Banks, Lenders or (ii) in the absence of its own gross negligence or willful misconduct (as proven by the final, non-appealable judgment of a court of competent jurisdiction)misconduct. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify verify: (i) any statement, warranty or representation made in connection with this Agreement, any other Credit Loan Document or any Credit Event; (ii) the performance or observance of any of the covenants or agreements of the Borrower or any other party Guarantor contained herein or in any other Credit Loan Document; (iii) the satisfaction of any condition specified in Section 6 7 hereof, except receipt of items required to be delivered to the Administrative Agent; or (iv) the validity, effectiveness, genuineness, enforceability, perfection, value, worth or collectibility hereof or of any other Credit Loan Document or of any other documents or writing furnished in connection with any Credit DocumentLoan Document or of any Collateral; and the Administrative Agent makes no representation of any kind or character with respect to any such matter mentioned in this sentence. The Administrative Agent may execute any of its duties under any of the Credit Loan Documents by or through employees, agents, and attorneys-in-fact and shall not be answerable to the BanksLenders, the Borrower, or any other Person for the default or misconduct of any such agents or attorneys-in-fact selected with reasonable care. The Administrative Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, other document or statement (whether written or oral) believed by it to be genuine or to be sent by the proper party or parties. In particular and without limiting any of the foregoing, the Administrative Agent shall have no responsibility for confirming the accuracy of any Compliance Certificate compliance certificate or other document or instrument received by it under the Credit Loan Documents. The Administrative Agent may treat the payee of any Note Obligation as the holder thereof until written notice of transfer shall have been filed with the Administrative Agent signed by such payee in form satisfactory to the Administrative Agent. Each Bank Lender acknowledges that it has independently and without reliance on the Administrative Agent or any other BankLender, and based upon such information, investigations and inquiries as it deems appropriate, made its own credit analysis and decision to extend credit to the Borrower in the manner set forth in the Credit Loan Documents. It shall be the responsibility of each Bank Lender to keep itself informed as to the creditworthiness of the Borrower and any other relevant Personthe Guarantors, and the Administrative Agent shall have no liability to any Bank Lender with respect thereto.

Liability of Administrative Agent; Credit Decision. Neither the Administrative Agent nor any of its directors, officers, agents, agents or employees shall be liable for any action taken or not taken by it in connection with the Credit Documents Loan Documents: (i) with the consent or at the request of the Required Banks, Lenders or (ii) in the absence of its own gross negligence or willful misconduct (as proven by the final, non-appealable judgment of a court of competent jurisdiction)misconduct. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify verify: (i) any statement, warranty or representation made in connection with this Agreement, any other Credit Loan Document or any Credit Event; (ii) the performance or observance of any of the covenants or agreements of Holdings, the Borrower or any other party Borrower Subsidiary contained herein or in any other Credit Loan Document; (iii) the satisfaction of any condition specified in Section 6 7 hereof, except receipt of items required to be delivered to the Administrative Agent; or (iv) the validity, effectiveness, genuineness, enforceability, perfection, value, worth or collectibility hereof or of any other Credit Loan Document or of any other documents or writing furnished in connection with any Credit DocumentLoan Document or of any Collateral; and the Administrative Agent makes no representation of any kind or character with respect to any such matter mentioned in this sentence. The Administrative Agent may execute any of its duties under any of the Credit Loan Documents by or through employees, agents, and attorneys-in-fact attorneys‑in‑fact and shall not be answerable to the BanksLenders, the Borrower, or any other Person for the default or misconduct of any such agents or attorneys-in-fact attorneys‑in‑fact selected with reasonable care. The Administrative Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, other document or statement (whether written or oral) believed by it to be genuine or to be sent by the proper party or parties. In particular and without limiting any of the foregoing, the Administrative Agent shall have no responsibility for confirming the accuracy of any Compliance Certificate compliance certificate or other document or instrument received by it under the Credit Loan Documents. The Administrative Agent may treat the payee of any Note Obligation as the holder thereof until written notice of transfer shall have been filed with the Administrative Agent signed by such payee in form satisfactory to the Administrative Agent. Each Bank Lender acknowledges that it has independently and without reliance on the Administrative Agent or any other BankLender, and based upon such information, investigations and inquiries as it deems appropriate, made its own credit analysis and decision to extend credit to the Borrower in the manner set forth in the Credit Loan Documents. It shall be the responsibility of each Bank Lender to keep itself informed as to the creditworthiness of Holdings, the Borrower and any other relevant Personthe Borrower Subsidiaries, and the Administrative Agent shall have no liability to any Bank Lender with respect thereto.

Liability of Administrative Agent; Credit Decision. Neither No Agent-Related Person shall have any duties or obligations except those expressly set forth herein and in the Administrative Agent nor other Loan Documents, and its duties hereunder shall be administrative in nature. Without limiting the generality of the foregoing, the Agent-Related Persons: (a) shall not be subject to any fiduciary or other implied duties, regardless of whether an Unmatured Event of Default or Event of Default has occurred and is continuing; (b) shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that an Agent-Related Person is required to exercise as directed in writing by the Required Lenders (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-Related Person shall be required to take any action that, in its opinion or the opinion of its counsel, may expose any Agent-Related Person to liability or that is contrary to any Loan Document or applicable law, including for the avoidance of doubt any action that may be in violation of the automatic stay under any Debtor Relief Law; and (c) shall not, except as expressly set forth herein and in the other Loan Documents, 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 directors, officers, agents, Affiliates that is communicated to or employees obtained by the Person serving as an Agent or any of its Affiliates in any capacity. No Agent-Related Person shall be liable for any action taken or not taken by it in connection with the Credit Documents Loan Documents: (i) with the consent or at the request of the Required Banks, Lenders or (ii) in the absence of its own gross negligence or willful misconduct (as proven by the final, nonmisconduct. No Agent-appealable judgment of a court of competent jurisdiction). Neither the Administrative Agent nor any of its directors, officers, agents or employees Related Person shall be responsible for or have any duty to ascertain, inquire into or verify verify: (i) any recital, statement, warranty or representation made in connection with this Agreement, any other Credit Loan Document or any Credit EventLoan, or contained in any certificate, report, statement or other document referred to or provided for in, or received by any Agent under or in connection with, this Agreement or any other Loan Document; (ii) the performance or observance of any of the covenants or agreements of the Borrower or any other party Loan Party contained herein or in any other Credit Loan Document; (iii) the satisfaction of any condition specified in Section 6 hereof11, except receipt of items required to be delivered to such Agent; or (iv) the validity, effectiveness, genuineness, enforceability, perfection, value, worth or collectibility collectability hereof or of any other Credit Loan Document or of any other documents or writing writings furnished in connection with any Credit Loan Document or of any Collateral; or (v) any failure of any Loan Party to perform its obligations hereunder or under any other Loan Document; and the Administrative Agent makes Agents make no representation of any kind or character with respect to any such matter mentioned in this sentence. The Administrative No Agent-Related Person shall be under any obligation to any Lender to inspect the properties, books or records of any Loan Party. Each Agent may execute any of its duties under any of the Credit Loan Documents by or through employees, agents, and attorneys-in-attorneys in fact and shall not be answerable to the Banksany Lender, the Borrower, any Loan Party or any other Person for the default default, negligence or misconduct of any such agents or attorneys-in-attorneys in fact selected with reasonable care. The Administrative Agent Agents shall not incur any liability by acting in reliance upon (x) any writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, e-mail, telex or teletype message, statement, order or other document or statement (whether written or oral) conversation believed by it to be genuine or to be sent by the proper party or partiesparties or (y) advice and statements of legal counsel (including, without limitation, counsel to the Borrower), independent accountants and other experts selected by an Agent. In particular and without limiting any of the foregoing, the Administrative Agent Agents shall have no responsibility for confirming the accuracy of any Compliance Certificate compliance certificate or other document or instrument received by it under the Credit Loan Documents. The Administrative Agent may deem and treat the payee of any Note obligation owing under a Loan Document as the holder thereof for all purposes until written notice of assignment, negotiation or transfer shall have been filed with the Administrative Agent signed by such payee in form satisfactory to the Administrative Agent. Each Bank acknowledges that it has independently and without reliance on the The Administrative Agent shall not be responsible or have any other Bankliability for, and based upon such informationor have any duty to ascertain, investigations and inquiries as it deems appropriateinquire into, made its own credit analysis and decision monitor or enforce, compliance with the provisions hereof relating to extend credit to the Borrower in the manner set forth in the Credit Documents. It shall be the responsibility of each Bank to keep itself informed as to the creditworthiness clause (c) of the Borrower and any other relevant Persondefinition of Eligible Assignee. Without limiting the generality of the foregoing, and the Administrative Agent shall not (x) be obligated to ascertain, monitor or inquire as to whether any Lender or Participant or prospective Lender or Participant is a Person contemplated by clause (c) of the definition of Eligible Assignee or (y) have no any liability with respect to or arising out of any assignment or participation of Loans, or disclosure of confidential information, to any Bank with respect theretoPerson contemplated by clause (c) of the definition of Eligible Assignee.

Liability of Administrative Agent; Credit Decision. Neither the Administrative Agent nor any of its directors, officers, agents, agents or employees shall be liable for any action taken or not taken by it in connection with the Credit Documents Loan Documents: (i) with the consent or at the request of the Required Banks, Lenders or (ii) in the absence of its own gross negligence or willful misconduct (as proven by the final, non-appealable judgment of a court of competent jurisdiction)misconduct. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify verify: (i) any statement, warranty or representation made in connection with this Agreement, any other Credit Loan Document or any Credit Event; (ii) the performance or observance of any of the covenants or agreements of Holdings, the Parent, the Borrower or any other party Borrower Subsidiary contained herein or in any other Credit Loan Document; (iii) the satisfaction of any condition specified in Section 6 7 hereof, except receipt of items required to be delivered to the Administrative Agent; or (iv) the validity, effectiveness, genuineness, enforceability, perfection, value, worth or collectibility hereof or of any other Credit Loan Document or of any other documents or writing furnished in connection with any Credit Loan Document; and the Administrative Agent makes no representation of any kind or character with respect to any such matter mentioned in this sentence. The Administrative Agent may execute any of its duties under any of the Credit Loan Documents by or through employees, agents, and attorneys-in-fact and shall not be answerable to the BanksLenders, the Borrower, or any other Person for the default or misconduct of any such agents or attorneys-in-fact selected with reasonable care. The Administrative Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, other document or statement (whether written or oral) believed by it to be genuine or to be sent by the proper party or parties. In particular and without limiting any of the foregoing, the Administrative Agent shall have no responsibility for confirming the accuracy of any Compliance Certificate compliance certificate or other document or instrument received by it under the Credit Loan Documents. The Administrative Agent may treat the payee of any Note Obligation as the holder thereof until written notice of transfer shall have been filed with the Administrative Agent signed by such payee in form satisfactory to the Administrative Agent. Each Bank Lender acknowledges that it has independently and without reliance on the Administrative Agent or any other BankLender, and based upon such information, investigations and inquiries as it deems appropriate, made its own credit analysis and decision to extend credit to the Borrower in the manner set forth in the Credit Loan Documents. It shall be the responsibility of each Bank Lender to keep itself informed as to the creditworthiness of Holdings, the Parent, the Borrower and any other relevant Personthe Borrower Subsidiaries, and the Administrative Agent shall have no liability to any Bank Lender with respect thereto.

Liability of Administrative Agent; Credit Decision. Neither the Administrative Agent nor any of its directors, officers, agents, or employees shall be liable for any action taken or not taken by it in connection with the Credit Documents (i) with the consent or at the request of the Required BanksLenders or all of the Lenders, as applicable, or (ii) in the absence of its own gross negligence or willful misconduct (as proven by the final, non-appealable judgment of a court of competent jurisdiction)misconduct. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify (i) any statement, warranty or representation made in connection with this Agreement, any other Credit Document or any Credit Event; (ii) the performance or observance of any of the covenants or agreements of the Borrower or any other party Guarantor contained herein or in any other Credit Document; (iii) the satisfaction of any condition specified in Section 6 hereof, except receipt of items required to be delivered to the Administrative Agent; or (iv) the validity, effectiveness, genuineness, enforceability, perfection, value, worth or collectibility collectability hereof or of any other Credit Document or of any other documents or writing furnished in connection with any Credit Document; and the Administrative Agent makes no representation of any kind or character with respect to any such matter mentioned in this sentence. The Administrative Agent may execute any of its duties under any of the Credit Documents by or through employees, agents, and attorneys-in-fact and shall not be answerable to the BanksLenders, the L/C Issuers, the Borrower, or any Guarantor or any other Person for the default or misconduct of any such agents or attorneys-in-fact selected with reasonable care. The Administrative Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, other document or statement (whether written or oral) reasonably believed by it to be genuine or to be sent by the proper party or parties. In particular and without limiting any of the foregoing, the Administrative Agent shall have no responsibility for confirming the accuracy of any Compliance Certificate or other document or instrument received by it under the Credit Documents. The Administrative Agent may treat the payee of any Note Obligation as the holder thereof until written notice of transfer shall have been filed with the Administrative Agent signed by such payee in form satisfactory to the Administrative Agent. Each Bank Lender and each L/C Issuer acknowledges that it has independently and without reliance on the Administrative Agent or any other Bank, and based upon such information, investigations and inquiries as it deems appropriate, made its own credit analysis and decision to extend credit to the Borrower in the manner set forth in the Credit Documents. It shall be the responsibility of each Bank to keep itself informed as to the creditworthiness of the Borrower and any other relevant Person, and the Administrative Agent shall have no liability to any Bank with respect thereto.without

Liability of Administrative Agent; Credit Decision. Neither the Administrative Agent nor any of its directors, officers, agents, or employees shall be liable for any action taken or not taken by it in connection with the Credit Documents (i) with the consent or at the request of the Required Banks, or (ii) in the absence of its own gross negligence or willful misconduct (as proven by the final, non-appealable judgment of a court of competent jurisdiction). Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify (i) any statement, warranty or representation made in connection with this Agreement, any other Credit Document or any Credit Event; (ii) the performance or observance of any of the covenants or agreements of the Borrower or any other party contained herein or in any other Credit Document; (iii) the satisfaction of any condition specified in Section 6 hereof; or (iv) the validity, effectiveness, genuineness, enforceability, perfection, value, worth or collectibility hereof or of any other Credit Document or of any other documents or writing furnished in connection with any Credit Document; and the Administrative Agent makes no representation of any kind or character with respect to any such matter mentioned in this sentence. The Administrative Agent may execute any of its duties under any of the Credit Documents by or through employees, agents, and attorneys-attorneys- in-fact and shall not be answerable to the Banks, the Borrower, or any other Person for the default or misconduct of any such agents or attorneys-in-fact selected with reasonable care. The Administrative Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, other document or statement (whether written or oral) believed by it to be genuine or to be sent by the proper party or parties. In particular and without limiting any of the foregoing, the Administrative Agent shall have no responsibility for confirming the accuracy of any Compliance Certificate or other document or instrument received by it under the Credit Documents. The Administrative Agent may treat the payee of any Note as the holder thereof until written notice of transfer shall have been filed with the Administrative Agent signed by such payee in form satisfactory to the Administrative Agent. Each Bank acknowledges that it has independently and without reliance on the Administrative Agent or any other Bank, and based upon such information, investigations and inquiries as it deems appropriate, made its own credit analysis and decision to extend credit to the Borrower in the manner set forth in the Credit Documents. It shall be the responsibility of each Bank to keep itself informed as to the creditworthiness of the Borrower and any other relevant Person, and the Administrative Agent shall have no liability to any Bank with respect thereto.

Liability of Administrative Agent; Credit Decision. (a) Neither the Administrative Agent nor any of its directors, officers, agents, agents or employees shall be liable for any action taken or not taken by it in connection with the Credit Documents Documents: (i) with the consent or at the request of the Required Banks, Lenders or (ii) in the absence of its own gross negligence or willful misconduct (as proven determined by the final, non-appealable judgment of a court of competent jurisdiction)jurisdiction by final and non-appealable judgment. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until notice describing such Default is given to the Administrative Agent in writing by the Borrower, a Lender or the Issuing Lender. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify verify: (i) any statement, warranty or representation made in connection with this Agreement, any other Credit Document or any Credit Event; (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith; (iii) the performance or observance of any of the covenants or agreements of the Borrower or any other party Subsidiary contained herein or in any other Credit Document; (iiiiv) the satisfaction of any condition specified in Section 6 hereofArticle 4, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent; or (ivv) the validity, effectiveness, genuineness, enforceability, perfection, value, worth or collectibility collectability hereof or of any other Credit Document or of any other documents or writing furnished in connection with any Credit DocumentDocument or of any Collateral (including, for the avoidance of doubt, in connection with the Administrative Agent’s, the Issuing Lender’s or the Swingline Lender’s reliance on any Electronic Signature transmitted by telecopy, emailed .pdf or any other electronic means); and the Administrative Agent makes no representation of any kind or character with respect to any such matter mentioned in this sentence. . (b) The Administrative Agent may execute any of its duties under any of the Credit Documents by or through employees, agentsshall be entitled to rely upon, and attorneys-in-fact and shall not be answerable to the Banks, the Borrower, or any other Person for the default or misconduct of any such agents or attorneys-in-fact selected with reasonable care. The Administrative Agent shall not incur any liability by acting in reliance upon for relying upon, any notice, consentrequest, certificate, other consent, statement, instrument, document or statement other writing (whether written including any electronic message, Internet or oralintranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or to be sent otherwise authenticated by the proper party Person. The Administrative Agent also may rely upon any statement made to it orally or partiesby telephone and believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, or the issuance, extension, increase, reinstatement or renewal of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or the Issuing Lender, the Administrative Agent may presume that such condition is satisfactory to such Lender or the Issuing Lenders unless the Administrative Agent shall have received notice to the contrary from such Lender or such Issuing Lender prior to the making of such Loan or the issuance of such Letter of Credit In particular and without limiting any of the foregoing, the Administrative Agent shall have no responsibility for confirming the accuracy of any Compliance Certificate compliance certificate or other document or instrument received by it under the Credit Documents. The Administrative Agent may treat the payee of any Note Obligation as the holder thereof until written notice of transfer shall have been filed with the Administrative Agent signed by such payee in form satisfactory to the Administrative Agent. Each Bank Lender and Issuing Lender acknowledges that it has independently and without reliance on the Administrative Agent or any other BankLender or Issuing Lender (or any of their Related Parties), and based upon such information, investigations and inquiries as it deems appropriate, made its own credit analysis and decision to extend credit to the Borrower in the manner set forth in the Credit Documents. It shall be the responsibility of each Bank Lender and Issuing Lender to keep itself informed as to the creditworthiness of the Borrower and any other relevant Personits Subsidiaries, and the Administrative Agent shall have no liability to any Bank Lender or Issuing Lender with respect thereto.

Liability of Administrative Agent; Credit Decision. Neither the Administrative Agent nor any of its directors, officers, agents, agents or employees shall be liable for any action taken or not taken by it in connection with the Credit Documents Loan Documents: (i) with the consent or at the request of the Required Banks, Lenders or (ii) in the absence of its own gross negligence or willful misconduct (as proven by the final, non-appealable judgment of a court of competent jurisdiction)misconduct. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify verify: (i) any statement, warranty or representation made in connection with this Agreement, any other Credit Loan Document or any Credit Event; (ii) the performance or observance of any of the covenants or agreements of the Parent, the Borrower or any other party Borrower Subsidiary contained herein or in any other Credit Loan Document; (iii) the satisfaction of any condition specified in Section 6 7 hereof, except receipt of items required to be delivered to the Administrative Agent; or (iv) the validity, effectiveness, genuineness, enforceability, perfection, value, worth or collectibility hereof or of any other Credit Loan Document or of any other documents or writing furnished in connection with any Credit Loan Document; and the Administrative Agent makes no representation of any kind or character with respect to any such matter mentioned in this sentence. The Administrative Agent may execute any of its duties under any of the Credit Loan Documents by or through employees, agents, and attorneys-in-fact and shall not be answerable to the BanksLenders, the Borrower, or any other Person for the default or misconduct of any such agents or attorneys-in-fact selected with reasonable care. The Administrative Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, other document or statement (whether written or oral) believed by it to be genuine or to be sent by the proper party or parties. In particular and without limiting any of the foregoing, the Administrative Agent shall have no responsibility for confirming the accuracy of any Compliance Certificate compliance certificate or other document or instrument received by it under the Credit Loan Documents. The Administrative Agent may treat the payee of any Note Obligation as the holder thereof until written notice of transfer shall have been filed with the Administrative Agent signed by such payee in form satisfactory to the Administrative Agent. Each Bank Lender acknowledges that it has independently and without reliance on the Administrative Agent or any other BankLender, and based upon such information, investigations and inquiries as it deems appropriate, made its own credit analysis and decision to extend credit to the Borrower in the manner set forth in the Credit Loan Documents. It shall be the responsibility of each Bank Lender to keep itself informed as to the creditworthiness of the Borrower and any other relevant Personthe Borrower Subsidiaries, and the Administrative Agent shall have no liability to any Bank Lender with respect thereto.

Liability of Administrative Agent; Credit Decision. Neither the Administrative Agent nor any of its directors, officers, agents, agents or employees shall be liable for any action taken or not taken by it in connection with the Credit Documents Loan Documents: (i) with the consent or at the request of the Required Banks, Lenders or (ii) in the absence of its own gross negligence or willful misconduct (as proven by the final, non-appealable judgment of a court of competent jurisdiction)misconduct. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify verify: (i) any statement, warranty or representation made in connection with this Agreement, any other Credit Loan Document or any Credit Event; (ii) the performance or observance of any of the covenants or agreements of the Borrower or any other party Subsidiary contained herein or in any other Credit Loan Document; (iii) the satisfaction of any condition specified in Section 6 7 hereof, except receipt of items required to be delivered to the Administrative Agent; or (iv) the validity, effectiveness, genuineness, enforceability, perfection, value, worth or collectibility hereof or of any other Credit Loan Document or of any other documents or writing furnished in connection with any Credit Loan Document; and the Administrative Agent makes no representation of any kind or character with respect to any such matter mentioned in this sentence. The Administrative Agent may execute any of its duties under any of the Credit Loan Documents by or through employees, agents, and attorneys-in-attorneys in fact and shall not be answerable to the BanksLenders, the Borrower, or any other Person for the default or misconduct of any such agents or attorneys-in-fact selected with reasonable care. The Administrative Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, other document or statement (whether written or oral) believed by it to be genuine or to be sent by the proper party or parties. In particular and without limiting any of the foregoing, the Administrative Agent shall have no responsibility for confirming the accuracy of any Compliance Certificate compliance certificate or other document or instrument received by it under the Credit Loan Documents. The Administrative Agent may treat the payee of any Note as the holder thereof until written notice of transfer shall have been filed with the Administrative Agent signed by such payee in form satisfactory to the Administrative Agent. Each Bank Lender acknowledges that it has independently and without reliance on the Administrative Agent or any other BankLender, and based upon such information, investigations and inquiries as it deems appropriate, made its own credit analysis and decision to extend credit to the Borrower in the manner set forth in the Credit Documents. It shall be the responsibility of each Bank to keep itself informed as to the creditworthiness of the Borrower and any other relevant Person, and the Administrative Agent shall have no liability to any Bank with respect thereto.Loan

Liability of Administrative Agent; Credit Decision. Neither the Administrative Agent nor any of its directors, officers, agents, agents or employees shall be liable for any action taken or not taken by it in connection with the Credit Documents Loan Documents: (i) with the consent or at the request of the Required Banks, Lenders or (ii) in the absence of its own gross negligence or willful misconduct (as proven by the final, non-appealable judgment of a court of competent jurisdiction)misconduct. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify verify: (i) any statement, warranty or representation made in connection with this Agreement, any other Credit Loan Document or any Credit Event; (ii) the performance or observance of any of the covenants or agreements of the Borrower or any other party Subsidiary contained herein or in any other Credit Loan Document; (iii) the satisfaction of any condition specified in Section 6 7 hereof, except receipt of items required to be delivered to the Administrative Agent; or (iv) the validity, effectiveness, genuineness, enforceability, perfection, value, worth or collectibility hereof or of any other Credit Loan Document or of any other documents or writing furnished in connection with any Credit Loan Document; and the Administrative Agent makes no representation of any kind or character with respect to any such matter mentioned in this sentence. The Administrative Agent may execute any of its duties under any of the Credit Loan Documents by or through employees, agents, and attorneys-in-fact and shall not be answerable to the BanksLenders, the Borrower, or any other Person for the default or misconduct of any such agents or attorneys-in-fact selected with reasonable care. The Administrative Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, other document or statement (whether written or oral) believed by it to be genuine or to be sent by the proper party or parties. In particular and without limiting any of the foregoing, the Administrative Agent shall have no responsibility for confirming the accuracy of any Compliance Certificate compliance certificate or other document or instrument received by it under the Credit Loan Documents. The Administrative Agent may treat the payee of any Note Obligation as the holder thereof until written notice of transfer shall have been filed with the Administrative Agent signed by such payee in form satisfactory to the Administrative Agent. Each Bank Lender acknowledges that it has independently and without reliance on the Administrative Agent or any other BankLender, and based upon such information, investigations and inquiries as it deems appropriate, made its own credit analysis and decision to extend credit to the Borrower in the manner set forth in the Credit Loan Documents. It shall be the responsibility of each Bank Lender to keep itself informed as to the creditworthiness of the Borrower and any other relevant Personits Subsidiaries, and the Administrative Agent shall have no liability to any Bank Lender with respect thereto.

Liability of Administrative Agent; Credit Decision. Neither the Administrative Agent nor any of its directors, officers, agents, or employees shall be liable for any action taken or not taken by it in connection with the Credit Documents (i) with the consent or at the request of the Required Banks, or (ii) in the absence of its own gross negligence or willful misconduct (as proven by the final, non-appealable judgment of a court of competent jurisdiction). Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify (i) any statement, warranty or representation made in connection with this Agreement, any other Credit Document or any Credit Event; (ii) the performance or observance of any of the covenants or agreements of the Borrower or any other party contained herein or in any other Credit Document; (iii) the satisfaction of any condition specified in Section 6 hereof; or (iv) the validity, effectiveness, genuineness, enforceability, perfection, value, worth or collectibility collectability hereof or of any other Credit Document or of any other documents or writing furnished in connection with any Credit Document; and the Administrative Agent makes no representation of any kind or character with respect to any such matter mentioned in this sentence. The Administrative Agent may execute any of its duties under any of the Credit Documents by or through employees, agents, and attorneys-in-fact and shall not be answerable to the Banks, the Borrower, or any other Person for the default or misconduct of any such agents or attorneys-in-fact selected with reasonable care. The Administrative Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, other document or statement (whether written or oral) believed by it to be genuine or to be sent by the proper party or parties. In particular and without limiting any of the foregoing, the Administrative Agent shall have no responsibility for confirming the accuracy of any Compliance Certificate or other document or instrument received by it under the Credit Documents. The Administrative Agent may treat the payee of any Note as the holder thereof until written notice of transfer shall have been filed with the Administrative Agent signed by such payee in form satisfactory to the Administrative Agent. Each Bank acknowledges that it has independently and without reliance on the Administrative Agent or any other Bank, and based upon such information, investigations and inquiries as it deems appropriate, made its own credit analysis and decision to extend credit to the Borrower in the manner set forth in the Credit Documents. It shall be the responsibility of each Bank to keep itself informed as to the creditworthiness of the Borrower and any other relevant Person, and the Administrative Agent shall have no liability to any Bank with respect thereto.

Liability of Administrative Agent; Credit Decision. Neither the Administrative Agent nor any of its directors, officers, agents, agents or employees shall be liable for any action taken or not taken by it in connection with the Credit Documents Loan Documents: (i) with the consent or at the request of the Required Banks, Lenders (or of any other group of Lenders called for under the specific provisions of the Loan Documents) or (ii) in the absence of its own gross negligence or willful misconduct (as proven determined by the final, non-appealable judgment of a court of competent jurisdiction)jurisdiction by final non-appealable judgment. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify verify: (i) any statement, warranty or representation made in connection with this Agreement, any other Credit Loan Document or any Credit Event; (ii) the performance or observance of any of the covenants or agreements of ARCAF REIT, the Borrower or any other party Subsidiary contained herein or in any other Credit Loan Document; (iii) the satisfaction of any condition specified in Section 6 7 hereof, except receipt of items required to be delivered to the Administrative Agent; or (iv) the validity, effectiveness, genuineness, enforceability, perfection, value, worth or collectibility collectability hereof or of any other Credit Loan Document or of any other documents or writing furnished in connection with any Credit Loan Document; and the Administrative Agent makes no representation of any kind or character with respect to any such matter mentioned in this sentence. The Administrative Agent may execute any of its duties under any of the Credit Loan Documents by or through employees, agents, and attorneys-in-fact and shall not be answerable to the BanksLenders, the L/C Issuer, the Borrower, or any other Person for the default or misconduct of any such agents or attorneys-in-fact selected with reasonable care. The Administrative Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, other document or statement (whether written or oral) believed by it to be genuine or to be sent by the proper party or parties. In particular and without limiting any of the foregoing, the Administrative Agent shall have no responsibility for confirming the accuracy of any Compliance Certificate or other document or instrument received by it under the Credit Loan Documents. The Administrative Agent may treat the payee of any Note Obligation as the holder thereof until written notice of transfer shall have been filed with the Administrative Agent signed by such payee in form satisfactory to the Administrative Agent. Each Bank Lender and L/C Issuer acknowledges that it has independently and without reliance on the Administrative Agent or any other BankLender or L/C Issuer, and based upon such information, investigations and inquiries as it deems appropriate, made its own credit analysis and decision to extend credit to the Borrower in the manner set forth in the Credit Loan Documents. It shall be the responsibility of each Bank Lender and L/C Issuer to keep itself informed as to the creditworthiness of the Borrower and any other relevant Personits Subsidiaries, and the Administrative Agent shall have no liability to any Bank Lender or L/C Issuer with respect thereto.

Liability of Administrative Agent; Credit Decision. Neither the Administrative Agent nor any of its directors, officers, agents, or employees shall be liable for any action taken or not taken by it in connection with the Credit Loan Documents (i) with the consent or at the request of the Required Banks, Lenders or (ii) in the absence of its own gross negligence or willful misconduct (as proven by the final, non-appealable judgment of a court of competent jurisdiction)misconduct. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify (i) any statement, warranty or representation made in connection with this Agreement, any other Credit Loan Document or any Credit Event; (ii) the performance or observance of any of the covenants or agreements of the Borrower or any other party contained herein or in any other Credit Loan Document; (iii) the satisfaction of any condition specified in Section 6 8 hereof, except receipt of items required to be delivered to the Administrative Agent; or (iv) the validity, effectiveness, genuineness, enforceability, perfection, value, worth or collectibility hereof or of any other Credit Loan Document or of any other documents or writing furnished in connection with any Credit Loan Document; and the Administrative Agent makes no representation of any kind or character with respect to any such matter mentioned in this sentence. The Administrative Agent may execute any of its duties under any of the Credit Loan Documents by or through employees, agents, and attorneys-in-fact and shall not be answerable to the BanksLenders, the Borrower, or any other Person for the default or misconduct of any such agents or attorneys-in-fact selected with reasonable care. The Administrative Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, other document or statement (whether written or oral) believed by it to be genuine or to be sent by the proper party or parties. In particular and without limiting any of the foregoing, the Administrative Agent shall have no responsibility for confirming the accuracy of any Compliance Certificate or other document or instrument received by it under the Credit Loan Documents. The Administrative Agent may treat the payee of any Note as the holder thereof until written notice of transfer shall have been filed with the Administrative Agent signed by such payee in form satisfactory to the Administrative Agent. Each Bank Lender acknowledges that it has independently and without reliance on the Administrative Agent or any other BankLender, and based upon such information, investigations and inquiries as it deems appropriate, made its own credit analysis and decision to extend credit to the Borrower in the manner set forth in the Credit Loan Documents. It shall be the responsibility of each Bank Lender to keep itself informed as to the creditworthiness of the Borrower and any other relevant Person, and the Administrative Agent shall have no liability to any Bank Lender with respect thereto.

Liability of Administrative Agent; Credit Decision. Neither the Administrative Agent nor any of its directors, officers, agents, agents or employees shall be liable for any action taken or not taken by it in connection with the Credit Documents Loan Documents: (i) with the consent or at the request of the Required Banks, Lenders (or of any other group of Lenders called for under the specific provisions of the Loan Documents) or (ii) in the absence of its own gross negligence or willful misconduct (as proven determined by the final, non-appealable judgment of a court of competent jurisdiction)jurisdiction by final non-appealable judgment. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify verify: (i) any statement, warranty or representation made in connection with this Agreement, any other Credit Loan Document or any Credit Event; (ii) the performance or observance of any of the covenants or agreements of the Borrower Parent or any other party Subsidiary contained herein or in any other Credit Loan Document; (iii) the satisfaction of any condition specified in Section 6 7 hereof, except receipt of items required to be delivered to the Administrative Agent; or (iv) the validity, effectiveness, genuineness, enforceability, perfection, value, worth or collectibility collectability hereof or of any other Credit Loan Document or of any other documents or writing furnished in connection with any Credit Loan Document; and the Administrative Agent makes no representation of any kind or character with respect to any such matter mentioned in this sentence. The Administrative Agent may execute any of its duties under any of the Credit Loan Documents by or through employees, agents, and attorneys-in-fact and shall not be answerable to the BanksLenders, the L/C Issuer, the Borrower, or any other Person for the default or misconduct of any such agents or attorneys-in-fact selected with reasonable care. The Administrative Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, other document or statement (whether written or oral) believed by it to be genuine or to be sent by the proper party or parties. In particular and without limiting any of the foregoing, the Administrative Agent shall have no responsibility for confirming the accuracy of any Compliance Certificate or other document or instrument received by it under the Credit Loan Documents. The Administrative Agent may treat the payee of any Note Obligation as the holder thereof until written notice of transfer shall have been filed with the Administrative Agent signed by such payee in form satisfactory to the Administrative Agent. Each Bank Lender and L/C Issuer acknowledges that it has independently and without reliance on the Administrative Agent or any other BankLender or L/C Issuer, and based upon such information, investigations and inquiries as it deems appropriate, made its own credit analysis and decision to extend credit to the Borrower in the manner set forth in the Credit Loan Documents. It shall be the responsibility of each Bank Lender and L/C Issuer to keep itself informed as to the creditworthiness of the Borrower and any other relevant Personits Subsidiaries, and the Administrative Agent shall have no liability to any Bank Lender or L/C Issuer with respect thereto.

Liability of Administrative Agent; Credit Decision. Neither the Administrative Agent nor any of its directors, officers, agents, agents or employees shall be liable for any action taken or not taken by it in connection with the Credit Documents Loan Documents: (i) with the consent or at the request of the Required Banks, Lenders (or of any other group of Lenders called for under the specific provisions of the Loan Documents) or (ii) in the absence of its own gross negligence or willful misconduct (as proven determined by the final, non-appealable judgment of a court of competent jurisdiction)jurisdiction by final non-appealable judgment. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify verify: (i) any statement, warranty or representation made in connection with this Agreement, any other Credit Loan Document or any Credit Event; (ii) the performance or observance of any of the covenants or agreements of the Borrower Parent or any other party Subsidiary contained herein or in any other Credit Loan Document; (iii) the satisfaction of any condition specified in Section 6 7 hereof, except receipt of items required to be delivered to the Administrative Agent; or (iv) the validity, effectiveness, genuineness, enforceability, perfection, value, worth or collectibility collectability hereof or of any other Credit Loan Document or of any other documents or writing furnished in connection with any Credit Loan Document; and the Administrative Agent makes no representation of any kind or character with respect to any such matter mentioned in this sentence. The Administrative Agent may execute any of its duties under any of the Credit Loan Documents by or through employees, agents, and attorneys-in-fact and shall not be answerable to the BanksLenders, the Borrower, or any other Person for the default or misconduct of any such agents or attorneys-in-fact selected with reasonable care. The Administrative Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, other document or statement (whether written or oral) believed by it to be genuine or to be sent by the proper party or parties. In particular and without limiting any of the foregoing, the Administrative Agent shall have no responsibility for confirming the accuracy of any Compliance Certificate or other document or instrument received by it under the Credit Loan Documents. The Administrative Agent may treat the payee of any Note Obligation as the holder thereof until written notice of transfer shall have been filed with the Administrative Agent signed by such payee in form satisfactory to the Administrative Agent. Each Bank Lender acknowledges that it has independently and without reliance on the Administrative Agent or any other BankLender, and based upon such information, investigations and inquiries as it deems appropriate, made its own credit analysis and decision to extend credit to the Borrower in the manner set forth in the Credit Loan Documents. It shall be the responsibility of each Bank Lender to keep itself informed as to the creditworthiness of the Borrower and any other relevant Personits Subsidiaries, and the Administrative Agent shall have no liability to any Bank Lender with respect thereto.

Liability of Administrative Agent; Credit Decision. Neither the Administrative Agent nor any of its directors, officers, agents, agents or employees shall be liable for any action taken or not taken by it in connection with the Credit Documents Loan Documents: (i) with the consent or at the request of the Required Banks, Lenders or (ii) in the absence of its own gross negligence or willful misconduct (as proven by the final, non-appealable judgment of a court of competent jurisdiction)misconduct. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify verify: (i) any statement, warranty or representation made in connection with this Agreement, any other Credit Loan Document or any Credit Event; (ii) the performance or observance of any of the covenants or agreements of Holdings, the Borrower or any other party Borrower Subsidiary contained herein or in any other Credit Loan Document; (iii) the satisfaction of any condition specified in Section 6 7 hereof, except receipt of items required to be delivered to the Administrative Agent; or (iv) the validity, effectiveness, genuineness, enforceability, perfection, value, worth or collectibility collectability hereof or of any other Credit Loan Document or of any other documents or writing furnished in connection with any Credit DocumentLoan Document or of any Collateral; and the Administrative Agent makes no representation of any kind or character with respect to any such matter mentioned in this sentence. The Administrative Agent may execute any of its duties under any of the Credit Loan Documents by or through employees, agents, and attorneys-in-fact and shall not be answerable to the BanksLenders, the L/C Issuer, the Borrower, or any other Person for the default or misconduct of any such agents or attorneys-in-fact selected with reasonable care. The Administrative Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, other document or statement (whether written or oral) believed by it to be genuine or to be sent by the proper party or parties. In particular and without limiting any of the foregoing, the Administrative Agent shall have no responsibility for confirming the accuracy of any Compliance Certificate compliance certificate or other document or instrument received by it under the Credit Loan Documents. The Administrative Agent may treat the payee of any Note Obligation as the holder thereof until written notice of transfer shall have been filed with the Administrative Agent signed by such payee in form satisfactory to the Administrative Agent. Each Bank Lender and L/C Issuer acknowledges that it has independently and without reliance on the Administrative Agent or any other BankLender or L/C Issuer, and based upon such information, investigations and inquiries as it deems appropriate, made its own credit analysis and decision to extend credit to the Borrower in the manner set forth in the Credit Loan Documents. It shall be the responsibility of each Bank Lender and L/C Issuer to keep itself informed as to the creditworthiness of Holdings, the Borrower and any other relevant Personthe Borrower Subsidiaries, and the Administrative Agent shall have no liability to any Bank Lender or L/C Issuer with respect thereto.

Liability of Administrative Agent; Credit Decision. Neither the Administrative Agent nor any of its directors, officers, agents, agents or employees shall be liable for any action taken or not taken by it in connection with the Credit Documents Loan Documents: (i) with the consent or at the request of the Required Banks, Lenders or (ii) in the absence of its own gross negligence or willful misconduct (as proven by the final, non-appealable judgment of a court of competent jurisdiction)misconduct. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify verify: (i) any statement, warranty or representation made in connection with this Agreement, any other Credit Loan Document or any Credit Event; (ii) the performance or observance of any of the covenants or agreements of the Parent, the Borrower or any other party Subsidiary contained herein or in any other Credit Loan Document; (iii) the satisfaction of any condition specified in Section 6 7 hereof, except receipt of items required to be delivered to the Administrative Agent; or (iv) the validity, effectiveness, genuineness, enforceability, perfection, value, worth or collectibility hereof or of any other Credit Loan Document or of any other documents or writing furnished in connection with any Credit DocumentLoan Document or of any Collateral; and the Administrative Agent makes no representation of any kind or character with respect to any such matter mentioned in this sentence. The Administrative Agent may execute any of its duties under any of the Credit Loan Documents by or through employees, agents, and attorneys-in-fact and shall not be answerable to the BanksLenders, the Parent, the Borrower, or any other Person for the default or misconduct of any such agents or attorneys-in-fact selected with reasonable care. The Administrative Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, other document or statement (whether written or oral) believed by it to be genuine or to be sent by the proper party or parties. In particular and without limiting any of the foregoing, the Administrative Agent shall have no responsibility for confirming the accuracy of any Compliance Certificate compliance certificate or other document or instrument received by it under the Credit Loan Documents. The Administrative Agent may treat the payee of any Note as the holder thereof until written notice of transfer shall have been filed with the Administrative Agent signed by such payee in form satisfactory to the Administrative Agent. Each Bank Lender acknowledges that it has independently and without reliance on the Administrative Agent or any other BankLender, and based upon such information, investigations and inquiries as it deems appropriate, made its own credit analysis and decision to extend credit to the Borrower in the manner set forth in the Credit Loan Documents. It shall be the responsibility of each Bank Lender to keep itself informed as to the creditworthiness of the Parent, the Borrower and any other relevant Personthe Subsidiaries, and the Administrative Agent shall have no liability to any Bank Lender with respect thereto.

Liability of Administrative Agent; Credit Decision. Neither the Administrative Agent nor any of its directors, officers, agents, or employees No Agent-Related Person shall be liable for any action taken or not taken by it in connection with the Credit Documents Loan Documents: (i) with the consent or at the request of the Required Banks, Lenders or (ii) in the absence of its own gross negligence or willful misconduct (as proven by the final, nonmisconduct. No Agent-appealable judgment of a court of competent jurisdiction). Neither the Administrative Agent nor any of its directors, officers, agents or employees Related Person shall be responsible for or have any duty to ascertain, inquire into or verify verify: (i) any recital, statement, warranty or representation made in connection with this Agreement, any other Credit Loan Document or any Credit EventLoan, or contained in any certificate, report, statement or other document referred to or provided for in, or received by any Agent under or in connection with, this Agreement or any other Loan Document; (ii) the performance or observance of any of the covenants or agreements of the Borrower or any other party Loan Party contained herein or in any other Credit Loan Document; (iii) the satisfaction of any condition specified in Section 6 hereof11, except receipt of items required to be delivered to such Agent; or (iv) the validity, effectiveness, genuineness, enforceability, perfection, value, worth or collectibility collectability hereof or of any other Credit Loan Document or of any other documents or writing writings furnished in connection with any Credit Loan Document or of any Collateral; or (v) any failure of any Loan Party to perform its obligations hereunder or under any other Loan Document; and the Administrative Agent makes Agents make no representation of any kind or character with respect to any such matter mentioned in this sentence. The Administrative No Agent-Related Person shall be under any obligation to any Lender to inspect the properties, books or records of any Loan Party. Each Agent may execute any of its duties under any of the Credit Loan Documents by or through employees, agents, and attorneys-in-attorneys in fact and shall not be answerable to the Banksany Lender, the Borrower, any Loan Party or any other Person for the default default, negligence or misconduct of any such agents or attorneys-in-attorneys in fact selected with reasonable care. The Administrative Agent Agents shall not incur any liability by acting in reliance upon (x) any writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, e-mail, telex or teletype message, statement, order or other document or statement (whether written or oral) conversation believed by it to be genuine or to be sent by the proper party or partiesparties or (y) advice and statements of legal counsel (including, without limitation, counsel to the Borrower), independent accountants and other experts selected by an Agent. In particular and without limiting any of the foregoing, the Administrative Agent Agents shall have no responsibility for confirming the accuracy of any Compliance Certificate compliance certificate or other document or instrument received by it under the Credit Loan Documents. The Administrative Agent may deem and treat the payee of any Note obligation owing under a Loan Document as the holder thereof for all purposes until written notice of assignment, negotiation or transfer shall have been filed with the Administrative Agent signed by such payee in form satisfactory to the Administrative Agent. Each Bank acknowledges that it has independently and without reliance on the Administrative Agent or any other Bank, and based upon such information, investigations and inquiries as it deems appropriate, made its own credit analysis and decision to extend credit to the Borrower in the manner set forth in the Credit Documents. It shall be the responsibility of each Bank to keep itself informed as to the creditworthiness of the Borrower and any other relevant Person, and the Administrative Agent shall have no liability to any Bank with respect thereto.

Liability of Administrative Agent; Credit Decision. Neither the Administrative Agent nor any of its directors, officers, agents, or employees shall be liable for any action taken or not taken by it in connection with the Credit Loan Documents (i) with the consent or at the request of the Required Banks, Lenders or (ii) in the absence of its own gross negligence or willful misconduct (as proven by the final, non-appealable judgment of a court of competent jurisdiction)misconduct. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify (i) any statement, warranty or representation made in connection with this Agreement, any other Credit Loan Document or any Credit Event; (ii) the performance or observance of any of the covenants or agreements of the any Borrower or any other party Subsidiary contained herein or in any other Credit Loan Document; (iii) the satisfaction of any condition specified in Section 6 8 hereof, except receipt of items required to be delivered to the Administrative Agent; or (iv) the validity, effectiveness, genuineness, enforceability, perfection, value, worth or collectibility hereof or of any other Credit Loan Document or of any other documents or writing furnished in connection with any Credit Loan Document; and the Administrative Agent makes no representation of any kind or character with respect to any such matter mentioned in this sentence. The Administrative Agent may execute any of its duties under any of the Credit Loan Documents by or through employees, agents, and attorneys-in-fact and shall not be answerable to the BanksLenders, the BorrowerL/C Issuer, the Borrowers, or any other Person for the default or misconduct of any such agents or attorneys-in-fact selected with reasonable care. The Administrative Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, other document or statement (whether written or oral) believed by it to be genuine or to be sent by the proper party or parties. In particular and without limiting any of the foregoing, the Administrative Agent shall have no responsibility for confirming the accuracy of any Compliance Certificate or other document or instrument received by it under the Credit Loan Documents. The Administrative Agent may treat the payee of any Note Obligation as the holder thereof until written notice of transfer shall have been filed with the Administrative Agent signed by such payee in form satisfactory to the Administrative Agent. Each Bank Lender and the L/C Issuer acknowledges that it has independently and without reliance on the Administrative Agent or any other BankLender or the L/C Issuer, and based upon such information, investigations and inquiries as it deems appropriate, made its own credit analysis and decision to extend credit to the Borrower Borrowers in the manner set forth in the Credit Loan Documents. It shall be the responsibility of each Bank Lender and the L/C Issuer to keep itself informed as to the creditworthiness of the Borrower and any other relevant Person, Borrowers and the Administrative Agent shall have no liability to any Bank Lender or the L/C Issuer with respect thereto.

Liability of Administrative Agent; Credit Decision. (a) Neither the Administrative Agent nor any of its directors, officers, agents, agents or employees shall be liable for any action taken or not taken by it in connection with the Credit Documents Loan Documents: (i) with the consent or at the request of the Required Banks, Lenders or (ii) in the absence of its own gross negligence or willful misconduct (as proven determined by the final, non-appealable judgment of a court of competent jurisdiction)jurisdiction by final and non-appealable judgment. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until notice describing such Default is given to the Administrative Agent in writing by the Borrower, a Lender. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify verify: (i) any statement, warranty or representation made in connection with this Agreement, any other Credit Loan Document or any Credit Event; (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith; (iii) the performance or observance of any of the covenants or agreements of the Borrower or any other party Subsidiary contained herein or in any other Credit Loan Document; (iiiiv) the satisfaction of any condition specified in Section 6 hereof4, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent; or (ivv) the validity, effectiveness, genuineness, enforceability, perfection, value, worth or collectibility collectability hereof or of any other Credit Loan Document or of any other documents or writing furnished in connection with any Credit Loan Document; and the Administrative Agent makes no representation of any kind or character with respect to any such matter mentioned in this sentence. . (b) The Administrative Agent may execute any of its duties under any of the Credit Documents by or through employees, agentsshall be entitled to rely upon, and attorneys-in-fact and shall not be answerable to the Banks, the Borrower, or any other Person for the default or misconduct of any such agents or attorneys-in-fact selected with reasonable care. The Administrative Agent shall not incur any liability by acting in reliance upon for relying upon, any notice, consentrequest, certificate, other consent, statement, instrument, document or statement other writing (whether written including any electronic message, Internet or oralintranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or to be sent otherwise authenticated by the proper party Person. The Administrative Agent also may rely upon any statement made to it orally or partiesby telephone and believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan that by its terms must be fulfilled to the satisfaction of a Lender, the Administrative Agent may presume that such condition is satisfactory to such Lender unless the Administrative Agent shall have received notice to the contrary from such Lender prior to the making of such Loan. In particular and without limiting any of the foregoing, the Administrative Agent shall have no responsibility for confirming the accuracy of any Compliance Certificate compliance certificate or other document or instrument received by it under the Credit Loan Documents. The Administrative Agent may treat the payee of any Note Obligation as the holder thereof until written notice of transfer shall have been filed with the Administrative Agent signed by such payee in form satisfactory to the Administrative Agent. Each Bank Lender acknowledges that it has independently and without reliance on the Administrative Agent or any other BankLender (or any of their Related Parties), and based upon such information, investigations and inquiries as it deems appropriate, made its own credit analysis and decision to extend credit to the Borrower in the manner set forth in the Credit Loan Documents. It shall be the responsibility of each Bank Lender to keep itself informed as to the creditworthiness of the Borrower and any other relevant Personits Subsidiaries, and the Administrative Agent shall have no liability to any Bank Lender with respect thereto.

Liability of Administrative Agent; Credit Decision. Neither the Administrative Agent nor any of its directors, officers, agents, or employees shall be liable for any action taken or not taken by it in connection with the Credit Documents Loan Documents: (i) with the consent or at the request of the Required Banks, Lenders or (ii) in the absence of its own gross negligence or willful misconduct (as proven by the final, non-appealable judgment of a court of competent jurisdiction)misconduct. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify verify: (i) any statement, warranty or representation made in connection with this Agreement, any other Credit Loan Document or any Credit Event; (ii) the performance or observance of any of the covenants or agreements of the Borrower or any other party Credit Party contained herein or in any other Credit Loan Document; (iii) the satisfaction of any condition specified in Section 6 7 hereof, except receipt of items required to be delivered to the Administrative Agent; or (iv) the validity, effectiveness, genuineness, enforceability, perfection, value, worth or collectibility hereof or of any other Credit Loan Document or of any other documents or writing furnished in connection with any Credit DocumentLoan Document or of any Collateral; and the Administrative Agent makes no representation of any kind or character with respect to any such matter mentioned in this sentence. The Administrative Agent may execute any of its duties under any of the Credit Loan Documents by or through employees, agents, and attorneys-in-fact and shall not be answerable to the BanksLenders, the BorrowerBorrowers, or any other Person for the default or misconduct of any such agents or attorneys-in-fact selected with reasonable care. The Administrative Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, other document or statement (whether written or oral) believed by it to be genuine or to be sent by the proper party or parties. In particular and without limiting any of the foregoing, the Administrative Agent shall have no responsibility for confirming the accuracy of any Compliance Certificate compliance certificate or other document or instrument received by it under the Credit Loan Documents. The Administrative Agent may treat the payee of any Note as the holder thereof until written notice of transfer shall have been filed with the Administrative Agent signed by such payee in form satisfactory to the Administrative Agent. Each Bank Lender acknowledges that it has independently and without reliance on the Administrative Agent or any other BankLender, and based upon such information, investigations and inquiries as it deems appropriate, made its own credit analysis and decision to extend credit to the Borrower Borrowers in the manner set forth in the Credit Loan Documents. It shall be the responsibility of each Bank Lender to keep itself informed as to the creditworthiness of the Borrower and any other relevant PersonCredit Parties, and the Administrative Agent shall have no liability to any Bank Lender with respect thereto.