Common use of Responsibility of Administrative Agent Clause in Contracts

Responsibility of Administrative Agent. It is expressly understood and agreed that the obligations of the Administrative Agent under the Loan Documents are only those expressly set forth in the Loan Documents and that the Administrative Agent shall be entitled to assume that no Default exists and shall be deemed not to have knowledge of any Default, unless and until the Administrative Agent receives written notice from a Borrower or from a Lender that such Borrower or Lender considers that a Default exists and specifying the nature thereof. The Lenders recognize and agree that the Administrative Agent has no responsibility for confirming the accuracy of any statements made by any Borrower or any Subsidiary Guarantor, or to inspect the property, including the books and financial records, of any Borrower or any Subsidiary Guarantor, and in disbursing funds to the Borrowers, the Administrative Agent may rely fully upon statements contained in the relevant Notice of Advance. Neither the Administrative Agent nor any of its Related Parties shall be liable for any action taken or omitted to be taken by it under or in connection with the Loan Documents, except for its own gross negligence or willful misconduct. In the absence of gross negligence or willful misconduct, the Administrative Agent shall incur no liability under or in respect of any of the Loan Documents by acting upon any notice, consent, certificate, warranty or other paper or instrument believed by it to be genuine or authentic or to be signed by the proper party or parties, or with respect to anything which it may do or refrain from doing in the reasonable exercise of its judgment, or which may seem to it to be necessary or desirable in the premises. The Administrative Agent shall not be responsible to the Lenders for, or have any duty to ascertain or inquire into (i) any recitals, statements, representations or warranties contained in or made in connection with this Agreement, any other Loan Document or in any certificate or other document referred to or provided for in, or received by any Lender under, this Agreement, (ii) the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any other Loan Document or any document referred to or provided for herein, (iii) any failure by the Borrowers or the Subsidiary Guarantors to perform any of their obligations hereunder or thereunder or (iv) other than to confirm receipt of items expressly required to be delivered to the Administrative Agent, the satisfaction of any condition set forth in Article V or elsewhere herein. Except as expressly set forth herein, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to EDS or any of the EDS Subsidiaries that is communicated to or obtained by the bank serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper Person, and shall not incur any liability for relying thereon. The Administrative Agent may employ and perform any and all of its duties and exercise any and all of its rights and power by or through agents and attorneys-in-fact and shall not be answerable, except as to money or securities received by it or its authorized agents, for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. The Administrative Agent and any such agent or attorney-in-fact may perform any and all of its duties and exercise any and all of its rights and powers through its respective Related Parties. The exculpatory provisions of the preceding paragraphs shall apply to any such agents, attorneys-in-fact and to the Related Parties of the Administrative Agent and any such agents, attorneys-in-fact, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent. The relationship between the Administrative Agent and each of the Lenders is only that of agent and principal, has no fiduciary aspects and imposes no implied duties on the Administrative Agent, regardless of whether a Potential Default has occurred and is continuing, and the Administrative Agent's duties hereunder are acknowledged to be only ministerial and not involving the exercise of discretion on its part. Nothing in this Agreement or elsewhere contained shall be construed to impose on the Administrative Agent any duties or responsibilities other than those for which express provision is herein made. In performing its duties and functions hereunder, the Administrative Agent does not assume and shall not be deemed to have assumed, and hereby expressly disclaims, any obligation or responsibility toward or any relationship of agency or trust with or for the Borrowers and the Subsidiary Guarantors. As to any matters not expressly provided for by this Agreement (including enforcement or collection of the Notes), the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Majority Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 11.9) and such instructions shall be binding upon all Lenders and all holders of Notes; provided, however, that the Administrative Agent shall not be required to take any action which exposes the Administrative Agent to personal liability or which is contrary to this Agreement, any other Loan Document or applicable law.

Responsibility of Administrative Agent. It is expressly understood and agreed that the obligations of the The Administrative Agent under makes no representation or warranty, and accepts no responsibility, with respect to the Loan Documents are only those expressly set forth in the Loan Documents and that the due execution, legality, validity, sufficiency or enforceability of any Document or any other instrument or document referred to herein or relative hereto. The Administrative Agent shall be entitled to assume that no Default exists and shall be deemed not to have knowledge of any Default, unless and until the Administrative Agent receives written notice from a Borrower or from a Lender that such Borrower or Lender considers that a Default exists and specifying the nature thereof. The Lenders recognize and agree that the Administrative Agent has assumes no responsibility for confirming the accuracy financial condition of any statements made Borrower or for the repayment of any of the Advances. The Administrative Agent assumes no responsibility with respect to the accuracy, authenticity, legality, validity, sufficiency or enforceability of any documents, papers, materials or other information furnished by any Borrower or any Subsidiary Guarantor, or other Person to inspect the property, including the books and financial records, of any Borrower or any Subsidiary Guarantor, and in disbursing funds to the Borrowers, the Administrative Agent may rely fully upon statements contained in the relevant Notice of Advance. Neither the Administrative Agent nor or to any of its Related Parties shall be liable for any action taken or omitted to be taken by it under or Lender in connection with any of the Loan Documents, except Documents or any matter referred to therein. Except for its own gross negligence or willful misconduct. In the absence of gross negligence or willful wilful misconduct, the Administrative Agent shall incur no liability to the Lenders under or in respect of this Agreement or any of the Loan other Documents by acting upon any notice, consent, certificate, warranty or other paper or instrument believed by it to be genuine or authentic or to be signed by the proper party or parties, or with respect to anything which it may do or refrain from doing in the reasonable exercise of its judgment, judgment or which may seem to it to be necessary or desirable in the premisescircumstances. The Administrative Agent shall not be responsible to assumes no responsibility for the Lenders for, or have repayment of any duty to ascertain or inquire into (i) any recitals, statements, representations or warranties contained in or made in connection with this Agreement, any other Loan Document or in any certificate of the Advances or other document referred to amounts outstanding under this Agreement or provided for in, or received any of the other Documents by any Lender under, this Agreement, (ii) the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any other Loan Document or any document referred to or provided for herein, (iii) any failure by the Borrowers or the Subsidiary Guarantors to perform any of their obligations hereunder or thereunder or (iv) other than to confirm receipt of items expressly required to be delivered to the Administrative Agent, the satisfaction of any condition set forth in Article V or elsewhere hereinBorrower. Except as expressly set forth herein, the The Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure Lenders to disclose, any information relating to EDS investigate whether a Default or any an Event of the EDS Subsidiaries that is communicated to or obtained by the bank serving as Administrative Agent or any of its Affiliates in any capacityDefault has occurred. The Administrative Agent shall shall, as regards the Lenders, be entitled to rely upon, assume that no Default or Event of Default has occurred and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper Person, and shall not incur any liability for relying thereon. The Administrative Agent may employ and perform any and all of its duties and exercise any and all of its rights and power by or through agents and attorneys-in-fact and shall not be answerable, except as to money or securities received by it or its authorized agents, for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. The Administrative Agent and any such agent or attorney-in-fact may perform any and all of its duties and exercise any and all of its rights and powers through its respective Related Parties. The exculpatory provisions of the preceding paragraphs shall apply to any such agents, attorneys-in-fact and to the Related Parties of is continuing unless the Administrative Agent and has actual knowledge or has been notified by any Borrower or a Material Subsidiary of such agents, attorneys-in-fact, and shall apply to their respective activities in connection with the syndication fact or has been notified by a Credit Facility Lender that such Credit Facility Lender considers that a Default or Event of the credit facilities provided for herein as well as activities as Administrative Agent. The relationship between the Administrative Agent and each of the Lenders is only that of agent and principal, has no fiduciary aspects and imposes no implied duties on the Administrative Agent, regardless of whether a Potential Default has occurred and is continuing, and such notification to specify in detail the Administrative Agent's duties hereunder are acknowledged to be only ministerial and not involving the exercise of discretion on its part. Nothing in this Agreement or elsewhere contained shall be construed to impose on the Administrative Agent any duties or responsibilities other than those for which express provision is herein made. In performing its duties and functions hereunder, the Administrative Agent does not assume and shall not be deemed to have assumed, and hereby expressly disclaims, any obligation or responsibility toward or any relationship of agency or trust with or for the Borrowers and the Subsidiary Guarantors. As to any matters not expressly provided for by this Agreement (including enforcement or collection of the Notes), the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Majority Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 11.9) and such instructions shall be binding upon all Lenders and all holders of Notes; provided, however, that the Administrative Agent shall not be required to take any action which exposes the Administrative Agent to personal liability or which is contrary to this Agreement, any other Loan Document or applicable lawnature thereof.

Responsibility of Administrative Agent. It is expressly understood and agreed that the obligations of the Administrative Agent under the Loan Documents are only those expressly set forth in the Loan Documents as to each and that the Administrative Agent Agent, shall be entitled to assume that no Default exists or Event of Default has occurred and shall be deemed not to have is continuing, unless Administrative Agent has actual knowledge of any Default, unless and until the Administrative Agent receives written such fact or has received notice from a Lender or the Borrower or from a Lender that such Lender or the Borrower or Lender considers that a Default exists or an Event of Default has occurred and is continuing and specifying the nature thereof. The Lenders recognize and agree that the Administrative Agent has no responsibility for confirming the accuracy of any statements made by any Borrower or any Subsidiary Guarantor, or to inspect the property, including the books and financial records, of any Borrower or any Subsidiary Guarantor, and in disbursing funds to the Borrowers, the Administrative Agent may rely fully upon statements contained in the relevant Notice of Advance. Neither the Administrative Agent nor any of its Related Parties directors, officers, attorneys or employees shall be liable for any action taken or omitted to be taken by it them under or in connection with the Loan Documents, except for its or their own gross negligence or willful misconduct. In the absence of gross negligence or willful misconduct, the Administrative Agent shall not incur no liability under or in respect of any of the Loan Documents by acting upon any notice, consent, certificate, warranty or other paper or instrument believed by it to be genuine or authentic or to be signed by the proper party or parties, or with respect to anything which it may do or refrain from doing in the reasonable exercise of its judgment, or which may seem to it to be necessary or desirable in the premisesdesirable. The Administrative Agent shall not be responsible to Lenders for any of the Lenders for, or have any duty to ascertain or inquire into (i) any Borrower's recitals, statements, representations or warranties contained in or made in connection with this Agreementany of the Loan Documents, any other Loan Document or in any certificate or other document referred to or provided for in, or received by any Lender under, this Agreementthe Loan Documents, (ii) or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any other Loan Document or any document referred to of the Loan Documents or provided for herein, (iii) any failure by the Borrowers or the Subsidiary Guarantors Borrower to perform any of their its obligations hereunder or thereunder or (iv) other than to confirm receipt of items expressly required to be delivered to the Administrative Agent, the satisfaction of any condition set forth in Article V or elsewhere hereinthereunder. Except as expressly set forth herein, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to EDS or any of the EDS Subsidiaries that is communicated to or obtained by the bank serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper Person, and shall not incur any liability for relying thereon. The Administrative Agent may employ and perform any and all of its duties and exercise any and all of its rights and power by or through agents and attorneys-in-fact and shall not be answerable, except as to money or securities received by it or its authorized agents, for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. The Administrative Agent and any such agent or attorney-in-fact may perform any and all of its duties and exercise any and all of its rights and powers through its respective Related Parties. The exculpatory provisions of the preceding paragraphs shall apply to any such agents, attorneys-in-fact and to the Related Parties of the Administrative Agent and any such agents, attorneys-in-fact, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent. The relationship between the Administrative Agent and each of the Lenders Lender is only that of agent Administrative Agent and principal, principal and has no fiduciary aspects and imposes no implied duties on the Administrative Agent, regardless of whether a Potential Default has occurred and is continuing, and the Administrative Agent's duties hereunder are acknowledged to be only ministerial and not involving the exercise of discretion on its partaspects. Nothing in this Agreement the Loan Documents or elsewhere contained shall be construed to impose on the Administrative Agent any duties or responsibilities other than those for which express provision is herein therein made. In performing its duties and functions hereunder, the Administrative Agent does not assume and shall not be deemed to have assumed, and hereby expressly disclaims, any obligation or responsibility toward or any relationship of agency or trust with or for the Borrowers and the Subsidiary GuarantorsBorrower or any of its beneficiaries or other creditors. As to any matters not expressly provided for by this Agreement (including enforcement or collection of the Notes)Loan Documents, the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Majority all Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 11.9) and such instructions shall be binding upon all Lenders and all holders of the Notes; provided, however, that the Administrative Agent shall not be required to take any action which exposes is contrary to the Loan Documents or applicable law. Administrative Agent shall have the right to exercise or refrain from exercising, without notice or liability to the Lenders, any and all rights afforded to Administrative Agent by the Loan Documents or which Administrative Agent may have as a matter of law; provided, however, Administrative Agent shall not (i) except as provided in Section 7(b) hereof, without the consent of Required Lenders designate the amount of the Borrowing Base (except for increase thereof) or (ii) without the consent of Majority Lenders, take any other action with regard to amending the Loan Documents, waiving any default under the Loan Documents or taking any other action with respect to the Loan Documents which requires consent of Majority Lenders. Provided further, however, that no amendment, waiver, or other action shall be effected pursuant to the preceding clause (ii) without the consent of all Lenders which: (i) would increase the Borrowing Base or decrease the Monthly Commitment Reduction, (ii) would reduce any fees hereunder, or the principal of, or the interest on, any Lender's Note or Notes, (iii) would postpone any date fixed for any payment of any fees hereunder, or any principal or interest of any Lender's Note or Notes, (iv) would materially increase any Lender's obligations hereunder or would materially alter Administrative Agent's obligations to any Lender hereunder, (v) would release Borrower from its obligation to pay any Lender's Note or Notes, (vi) would change the definition of Majority or Required Lenders, (vii) would amend, modify or change any rovision of this Agreement requiring the consent of all the Lenders, (viii) would waive any of the conditions precedent to the Effective Date or the making of any Loan or issuance of any Letter of Credit or (ix) would extend the Maturity Date or (x) would amend this sentence or the previous sentence. Administrative Agent shall not have liability to Lenders for failure or delay in exercising any right or power possessed by Administrative Agent pursuant to the Loan Documents or otherwise unless such failure or delay is caused by the gross negligence of the Administrative Agent, in which case only the Administrative Agent responsible for such gross negligence shall have liability therefor to personal liability or which is contrary to this Agreement, any other Loan Document or applicable lawthe Lenders.

Responsibility of Administrative Agent. It is expressly understood and agreed that the obligations of the Administrative Agent under the Loan Documents are only those expressly set forth in the Loan Documents and that the Administrative Agent shall be entitled to assume that no Default exists and shall be deemed not to have knowledge of any Default, unless and until the Administrative Agent receives written notice from a Borrower or from a Lender that such Borrower or Lender considers that a Default exists and specifying the nature thereof. The Lenders recognize and agree that the Administrative Agent has no responsibility for confirming the accuracy of any statements made by any Borrower or any Subsidiary Guarantor, or to inspect the property, including the books and financial records, of any Borrower or any Subsidiary Guarantor, and in disbursing funds to the Borrowers, the Administrative Agent may rely fully upon statements contained in the relevant Notice of Advance. Neither the Administrative Agent nor any of its Related Parties shall be liable for any action taken or omitted to be taken by it under or in connection with the Loan Documents, except for its own gross negligence or willful misconduct. In the absence of gross negligence or willful misconduct, the Administrative Agent shall incur no liability under or in respect of any of the Loan Documents by acting upon any notice, consent, certificate, warranty or other paper or instrument believed by it to be genuine or authentic or to be signed by the proper party or parties, or with respect to anything which it may do or refrain from doing in the reasonable exercise of its judgment, or which may seem to it to be necessary or desirable in the premises. The Administrative Agent shall not be responsible to the Lenders for, or have any duty to ascertain or inquire into (i) any recitals, statements, representations or warranties contained in or made in connection with this Agreement, any other Loan Document or in any certificate or other document referred to or provided for in, or received by any Lender under, this Agreement, (ii) the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any other Loan Document or any document referred to or provided for herein, (iii) any failure by the Borrowers or the Subsidiary Guarantors to perform any of their obligations hereunder or thereunder or (iv) other than to confirm receipt of items expressly required to be delivered to the Administrative Agent, the satisfaction of any condition set forth in Article V or elsewhere herein. Except as expressly set forth herein, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to EDS or any of the EDS Subsidiaries that is communicated to or obtained by the bank serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper Person, and shall not incur any liability for relying thereon. The Administrative Agent may employ and perform any and all of its duties and exercise any and all of its rights and power by or through agents and attorneys-in-fact and shall not be answerable, except as to money or securities received by it or its authorized agents, for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. The Administrative Agent and any such agent or attorney-in-fact may perform any and all of its duties and exercise any and all of its rights and powers through its respective Related Parties. The exculpatory provisions of the preceding paragraphs shall apply to any such agents, attorneys-in-fact and to the Related Parties of the Administrative Agent and any such agents, attorneys-in-fact, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent. The relationship between the Administrative Agent and each of the Lenders is only that of agent and principal, has no fiduciary aspects and imposes no implied duties on the Administrative Agent, regardless of whether a Potential Default has occurred and is continuing, and the Administrative Agent's ’s duties hereunder are acknowledged to be only ministerial and not involving the exercise of discretion on its part. Nothing in this Agreement or elsewhere contained shall be construed to impose on the Administrative Agent any duties or responsibilities other than those for which express provision is herein made. In performing its duties and functions hereunder, the Administrative Agent does not assume and shall not be deemed to have assumed, and hereby expressly disclaims, any obligation or responsibility toward or any relationship of agency or trust with or for the Borrowers and the Subsidiary Guarantors. As to any matters not expressly provided for by this Agreement (including enforcement or collection of the Notes), the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Majority Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 11.9) and such instructions shall be binding upon all Lenders and all holders of NotesNotes and all Fronting Banks; provided, however, that the Administrative Agent shall not be required to take any action which exposes the Administrative Agent to personal liability or which is contrary to this Agreement, any other Loan Document or applicable law.

Responsibility of Administrative Agent. It is expressly understood and agreed that the obligations of the Administrative Agent under the Loan Documents are only those expressly set forth in the Loan Documents and that the Administrative Agent shall be entitled to assume that no Default exists and shall be deemed not to have exists, unless Administrative Agent has actual knowledge of any Default, unless and until the Administrative Agent receives written such fact or has received notice from a Borrower or from a Lender that such Borrower or Lender considers that a Default exists and specifying the nature thereof. The Lenders recognize and agree that the Administrative Agent has no responsibility for confirming the accuracy of any statements made by any Borrower or any Subsidiary GuarantorBorrowers, or to inspect the property, including the books and financial records, of any Borrower or any Subsidiary GuarantorBorrower, and in disbursing funds to the Borrowers, the Administrative Agent may rely fully upon statements contained in the relevant Notice of Advance. Neither the Administrative Agent nor any of its Related Parties directors, officers or employees shall be liable for any action taken or omitted to be taken by it under or in connection with the Loan Documents, except for its own gross negligence or willful misconduct. In the absence of gross negligence or willful misconduct, the Administrative Agent shall incur no liability under or in respect of any of the Loan Documents by acting upon any notice, consent, certificate, warranty or other paper or instrument believed by it to be genuine or authentic or to be signed by the proper party or parties, or with respect to anything which it may do or refrain from doing in the reasonable exercise of its judgment, or which may seem to it to be necessary or desirable in the premises. The Administrative Agent shall not be responsible to the Lenders for, or have any duty to ascertain or inquire into (i) for any recitals, statements, representations or warranties contained in or made in connection with this Agreement, any other Loan Document or in any certificate or other document referred to or provided for in, or received by any Lender under, this Agreement, (ii) or for the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any other Loan Document Agreement or any document referred to or provided for herein, (iii) herein or for any failure by the Borrowers or the Subsidiary Guarantors to perform any of their obligations hereunder or thereunder or (iv) other than to confirm receipt of items expressly required to be delivered to the Administrative Agent, the satisfaction of any condition set forth in Article V or elsewhere hereinhereunder. Except as expressly set forth herein, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to EDS or any of the EDS Subsidiaries that is communicated to or obtained by the bank serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper Person, and shall not incur any liability for relying thereon. The Administrative Agent may employ and perform any and all of its duties and exercise any and all of its rights and power by or through agents and attorneys-in-fact attorneys‑in‑fact and shall not be answerable, except as to money or securities received by it or its authorized agents, for the negligence or misconduct of any such agents or attorneys-in-fact attorneys‑in‑fact selected by it with reasonable care. The Administrative Agent and any such agent or attorney-in-fact may perform any and all of its duties and exercise any and all of its rights and powers through its respective Related Parties. The exculpatory provisions of the preceding paragraphs shall apply to any such agents, attorneys-in-fact and to the Related Parties of the Administrative Agent and any such agents, attorneys-in-fact, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent. The relationship between the Administrative Agent and each of the Lenders is only that of agent and principal, principal and has no fiduciary aspects and imposes no implied duties on the Administrative Agent, regardless of whether a Potential Default has occurred and is continuingaspects, and the Administrative Agent's duties hereunder are acknowledged to be only ministerial and not involving the exercise of discretion on its part. Nothing in this Agreement or elsewhere contained shall be construed to impose on the Administrative Agent any duties or responsibilities other than those for which express provision is herein made. In performing its duties and functions hereunder, the Administrative Agent does not assume and shall not be deemed to have assumed, and hereby expressly disclaims, any obligation or responsibility toward or any relationship of agency or trust with or for the Borrowers and the Subsidiary GuarantorsBorrowers. As to any matters not expressly provided for by this Agreement (including including, without limitation, enforcement or collection of the Notes), the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Majority Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 11.9) and such instructions shall be binding upon all Lenders and all holders of Notes; provided, however, that the Administrative Agent shall not be required to take any action which exposes the Administrative Agent to personal liability or which is contrary to this Agreement, any other Loan Document Agreement or applicable law.

Responsibility of Administrative Agent. It is expressly understood and agreed that the obligations of the Administrative Agent under the Loan Documents are only those expressly set forth in the Loan Documents as to each and that the Administrative Agent Agent, shall be entitled to assume that no Default exists or Event of Default has occurred and shall be deemed not to have is continuing, unless Administrative Agent has actual knowledge of any Default, unless and until the Administrative Agent receives written such fact or has received notice from a Lender or the Borrower or from a Lender that such Lender or the Borrower or Lender considers that a Default exists or an Event of Default has occurred and is continuing and specifying the nature thereof. The Lenders recognize and agree that the Administrative Agent has no responsibility for confirming the accuracy of any statements made by any Borrower or any Subsidiary Guarantor, or to inspect the property, including the books and financial records, of any Borrower or any Subsidiary Guarantor, and in disbursing funds to the Borrowers, the Administrative Agent may rely fully upon statements contained in the relevant Notice of Advance. Neither the Administrative Agent nor any of its Related Parties directors, officers, attorneys or employees shall be liable for any action taken or omitted to be taken by it them under or in connection with the Loan Documents, except for its or their own gross negligence or willful misconduct. In the absence of gross negligence or willful misconduct, the Administrative Agent shall not incur no liability under or in respect of any of the Loan Documents by acting upon any notice, consent, certificate, warranty or other paper or instrument believed by it to be genuine or authentic or to be signed by the proper party or parties, or with respect to anything which it may do or refrain from doing in the reasonable exercise of its judgment, or which may seem to it to be necessary or desirable in the premisesdesirable. The Administrative Agent shall not be responsible to Lenders for any of the Lenders for, or have any duty to ascertain or inquire into (i) any Borrower's recitals, statements, representations or warranties contained in or made in connection with this Agreementany of the Loan Documents, any other Loan Document or in any certificate or other document referred to or provided for in, or received by any Lender under, this Agreementthe Loan Documents, (ii) or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any other Loan Document or any document referred to of the Loan Documents or provided for herein, (iii) any failure by the Borrowers or the Subsidiary Guarantors Borrower to perform any of their its obligations hereunder or thereunder or (iv) other than to confirm receipt of items expressly required to be delivered to the Administrative Agent, the satisfaction of any condition set forth in Article V or elsewhere hereinthereunder. Except as expressly set forth herein, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to EDS or any of the EDS Subsidiaries that is communicated to or obtained by the bank serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper Person, and shall not incur any liability for relying thereon. The Administrative Agent may employ and perform any and all of its duties and exercise any and all of its rights and power by or through agents and attorneys-in-fact and shall not be answerable, except as to money or securities received by it or its authorized agents, for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. The Administrative Agent and any such agent or attorney-in-fact may perform any and all of its duties and exercise any and all of its rights and powers through its respective Related Parties. The exculpatory provisions of the preceding paragraphs shall apply to any such agents, attorneys-in-fact and to the Related Parties of the Administrative Agent and any such agents, attorneys-in-fact, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent. The relationship between the Administrative Agent and each of the Lenders Lender is only that of agent Administrative Agent and principal, principal and has no fiduciary aspects and imposes no implied duties on the Administrative Agent, regardless of whether a Potential Default has occurred and is continuing, and the Administrative Agent's duties hereunder are acknowledged to be only ministerial and not involving the exercise of discretion on its partaspects. Nothing in this Agreement the Loan Documents or elsewhere contained shall be construed to impose on the Administrative Agent any duties or responsibilities other than those for which express provision is herein therein made. In performing its duties and functions hereunder, the Administrative Agent does not assume and shall not be deemed to have assumed, and hereby expressly disclaims, any obligation or responsibility toward or any relationship of agency or trust with or for the Borrowers and the Subsidiary GuarantorsBorrower or any of its beneficiaries or other creditors. As to any matters not expressly provided for by this Agreement (including enforcement or collection of the Notes)Loan Documents, the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Majority all Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 11.9) and such instructions shall be binding upon all Lenders and all holders of the Notes; provided, however, that the Administrative Agent shall not be required to take any action which exposes is contrary to the Loan Documents or applicable law. Administrative Agent shall have the right to exercise or refrain from exercising, without notice or liability to the Lenders, any and all rights afforded to Administrative Agent by the Loan Documents or which Administrative Agent may have as a matter of law; provided, however, Administrative Agent shall not (i) except as provided in Section 7(b) hereof, without the consent of Required Lenders designate the amount of the Borrowing Base (except for increase thereof) or (ii) without the consent of Majority Lenders, take any other action with regard to amending the Loan Documents, waiving any default under the Loan Documents or taking any other action with respect to the Loan Documents which requires consent of Majority Lenders. Provided further, however, that no amendment, waiver, or other action shall be effected pursuant to the preceding clause (ii) without the consent of all Lenders which: (i) would increase the Borrowing Base or decrease the Monthly Commitment Reduction, (ii) would reduce any fees hereunder, or the principal of, or the interest on, any Lender's Note or Notes, (iii) would postpone any date fixed for any payment of any fees hereunder, or any principal or interest of any Lender's Note or Notes, (iv) would materially increase any Lender's obligations hereunder or would materially alter Administrative Agent's obligations to any Lender hereunder, (v) would release Borrower from its obligation to pay any Lender's Note or Notes, (vi) would change the definition of Majority or Required Lenders, (vii) would amend, modify or change any provision of this Agreement requiring the consent of all the Lenders, (viii) would waive any of the conditions precedent to the Effective Date or the making of any Loan or issuance of any Letter of Credit or (ix) would extend the Maturity Date or (x) would amend this sentence or the previous sentence. Administrative Agent shall not have liability to Lenders for failure or delay in exercising any right or power possessed by Administrative Agent pursuant to the Loan Documents or otherwise unless such failure or delay is caused by the gross negligence of the Administrative Agent, in which case only the Administrative Agent responsible for such gross negligence shall have liability therefor to personal liability or which is contrary to this Agreement, any other Loan Document or applicable lawthe Lenders.

Responsibility of Administrative Agent. It is expressly understood The Administrative Agent makes no representation or warranty, and agreed that accepts no responsibility, with respect to the obligations due execution, legality, validity, sufficiency or enforceability of any Document or any other instrument or document referred to herein or relative hereto. The Administrative Agent assumes no responsibility for the financial condition of the Borrower or of any Guarantor or for the repayment of any of the Advances. The Administrative Agent assumes no responsibility with respect to the accuracy, authenticity, legality, validity, sufficiency or enforceability of any documents, papers, materials or other information furnished by the Borrower or any other Person to the Administrative Agent under the Loan Documents are only those expressly set forth in the Loan Documents and that the Administrative Agent shall be entitled to assume that no Default exists and shall be deemed not to have knowledge of any Default, unless and until the Administrative Agent receives written notice from a Borrower or from a Lender that such Borrower or Lender considers that a Default exists and specifying the nature thereof. The Lenders recognize and agree that the Administrative Agent has no responsibility for confirming the accuracy of any statements made by any Borrower or any Subsidiary Guarantor, or to inspect the property, including the books and financial records, of any Borrower or any Subsidiary Guarantor, and in disbursing funds to the Borrowers, the Administrative Agent may rely fully upon statements contained in the relevant Notice of Advance. Neither the Administrative Agent nor any of its Related Parties shall be liable for any action taken or omitted to be taken by it under or Lender in connection with any of the Loan Documents, except Documents or any matter referred to therein. Except for its own gross negligence or willful misconduct. In the absence of gross negligence or willful wilful misconduct, the Administrative Agent shall incur no liability to the Lenders under or in respect of this Agreement or any of the Loan other Documents by acting upon any notice, consent, certificate, warranty or other paper or instrument believed by it to be genuine or authentic or to be signed by the proper party or parties, or with respect to anything which it may do or refrain from doing in the reasonable exercise of its judgment, judgment or which may seem to it to be necessary or desirable in the premisescircumstances. The Administrative Agent shall not be responsible to assumes no responsibility for the Lenders for, or have repayment of any duty to ascertain or inquire into (i) any recitals, statements, representations or warranties contained in or made in connection with this Agreement, any other Loan Document or in any certificate of the Advances or other document referred to or provided for in, or received by any Lender under, amounts outstanding under this Agreement, (ii) the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any other Loan Document Agreement or any document referred to or provided for herein, (iii) any failure of the other Documents by the Borrowers or the Subsidiary Guarantors to perform any of their obligations hereunder or thereunder or (iv) other than to confirm receipt of items expressly required to be delivered to the Administrative Agent, the satisfaction of any condition set forth in Article V or elsewhere hereinBorrower. Except as expressly set forth herein, the The Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure Lenders to disclose, any information relating to EDS investigate whether a Default or any an Event of the EDS Subsidiaries that is communicated to or obtained by the bank serving as Administrative Agent or any of its Affiliates in any capacityDefault has occurred. The Administrative Agent shall shall, as regards the Lenders, be entitled to rely upon, assume that no Default or Event of Default has occurred and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper Person, and shall not incur any liability for relying thereon. The Administrative Agent may employ and perform any and all of its duties and exercise any and all of its rights and power by or through agents and attorneys-in-fact and shall not be answerable, except as to money or securities received by it or its authorized agents, for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. The Administrative Agent and any such agent or attorney-in-fact may perform any and all of its duties and exercise any and all of its rights and powers through its respective Related Parties. The exculpatory provisions of the preceding paragraphs shall apply to any such agents, attorneys-in-fact and to the Related Parties of is continuing unless the Administrative Agent and any has actual knowledge or has been notified by the Borrower of such agents, attorneys-in-fact, and shall apply to their respective activities in connection with the syndication fact or has been notified by a Lender that such Xxxxxx considers that a Default or Event of the credit facilities provided for herein as well as activities as Administrative Agent. The relationship between the Administrative Agent and each of the Lenders is only that of agent and principal, has no fiduciary aspects and imposes no implied duties on the Administrative Agent, regardless of whether a Potential Default has occurred and is continuing, and such notification to specify in detail the Administrative Agent's duties hereunder are acknowledged to be only ministerial and not involving the exercise of discretion on its part. Nothing in this Agreement or elsewhere contained shall be construed to impose on the Administrative Agent any duties or responsibilities other than those for which express provision is herein made. In performing its duties and functions hereunder, the Administrative Agent does not assume and shall not be deemed to have assumed, and hereby expressly disclaims, any obligation or responsibility toward or any relationship of agency or trust with or for the Borrowers and the Subsidiary Guarantors. As to any matters not expressly provided for by this Agreement (including enforcement or collection of the Notes), the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Majority Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 11.9) and such instructions shall be binding upon all Lenders and all holders of Notes; provided, however, that the Administrative Agent shall not be required to take any action which exposes the Administrative Agent to personal liability or which is contrary to this Agreement, any other Loan Document or applicable lawnature thereof.

Responsibility of Administrative Agent. It is expressly understood and agreed that the obligations of the Administrative Agent under the Loan Documents are only those expressly set forth in the Loan Documents Documents, or as may be imposed by applicable law, and that Administrative Agent, as the Administrative Agent case may be, shall be entitled to assume that no Default exists or Event of Default has occurred and shall be deemed not to have is continuing, unless Administrative Agent, as the case may be, has actual knowledge of any Default, unless and until the Administrative Agent receives written such fact or has received notice from a Lender or Borrower or from a Lender that such Lender or Borrower or Lender considers consider that a Default exists or an Event of Default has occurred and is continuing and specifying the nature thereof. The Lenders recognize and agree that the Administrative Agent has no responsibility for confirming the accuracy of any statements made by any Borrower or any Subsidiary Guarantor, or to inspect the property, including the books and financial records, of any Borrower or any Subsidiary Guarantor, and in disbursing funds to the Borrowers, the Administrative Agent may rely fully upon statements contained in the relevant Notice of Advance. Neither the Administrative Agent nor any of its Related Parties their directors, officers, attorneys or employees shall be liable for any action taken or omitted to be taken by it them under or in connection with the Loan Documents, except for its or their own gross negligence or willful misconduct. In the absence of gross negligence or willful misconduct, the Administrative Agent shall incur no liability under or in respect of any of the Loan Documents by acting upon any notice, consent, certificate, warranty or other paper or instrument believed by it to be genuine or authentic or to be signed by the proper party or parties, or with respect to anything which it may do or refrain from doing in the reasonable exercise of its judgment, or which may seem to it to be necessary or desirable in the premisesdesirable. The Administrative Agent shall not be responsible to the Lenders for, for any of Borrower's or have any duty to ascertain or inquire into (i) any Guarantor's recitals, statements, representations or warranties contained in or made in connection with this Agreementany of the Loan Documents, any other Loan Document or in any certificate or other document referred to or provided for in, or received by any Lender under, this Agreementthe Loan Documents, (ii) or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any other Loan Document or any document referred to of the Loan Documents or provided for herein, (iii) any failure by the Borrowers Borrower or the Subsidiary Guarantors any Guarantor to perform any of their obligations hereunder or thereunder or (iv) other than to confirm receipt of items expressly required to be delivered to the Administrative Agent, the satisfaction of any condition set forth in Article V or elsewhere hereinthereunder. Except as expressly set forth herein, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to EDS or any of the EDS Subsidiaries that is communicated to or obtained by the bank serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper Person, and shall not incur any liability for relying thereon. The Administrative Agent may employ and perform any and all of its duties and exercise any and all of its rights and power by or through agents and attorneys-in-fact and shall not be answerable, except as to money or securities received by it or its authorized agents, for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. The Administrative Agent and any such agent or attorney-in-fact may perform any and all of its duties and exercise any and all of its rights and powers through its respective Related Parties. The exculpatory provisions of the preceding paragraphs shall apply to any such agents, attorneys-in-fact and to the Related Parties of the Administrative Agent and any such agents, attorneys-in-fact, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent. The relationship between the Administrative Agent and each of the Lenders Lender is only that of agent and principal, principal and has no fiduciary aspects and imposes no implied duties on the Administrative Agent, regardless of whether a Potential Default has occurred and is continuing, and the Administrative Agent's duties hereunder are acknowledged to be only ministerial and not involving the exercise of discretion on its partaspects. Nothing in this Agreement the Loan Documents or elsewhere contained shall be construed to impose on the Administrative Agent any duties or responsibilities other than those for which express provision is herein therein made. In performing its duties and functions hereunder, the Administrative Agent does not assume and shall not be deemed to have assumed, and hereby expressly disclaims, any obligation or responsibility toward or any relationship of agency or trust with or for the Borrowers and the Subsidiary GuarantorsBorrower or any of its beneficiaries or other creditors. As to any matters not expressly provided for by this Agreement (including enforcement or collection of the Notes)Loan Documents, the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Majority all Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 11.9) and such instructions shall be binding upon all Lenders and all holders of the Notes; provided, however, that the Administrative Agent shall not be required to take any action which exposes the Administrative Agent to personal liability or which is contrary to this Agreement, any other the Loan Document Documents or applicable law. Administrative Agent shall have the right to exercise or refrain from exercising, without notice or liability to the Lenders (except as otherwise provided for in this Agreement or by applicable law), any and all rights afforded to Agent, as the case may be, by the Loan Documents or which Administrative Agent may have as a matter of law; provided, however, Administrative Agent shall not, without the consent of Majority Banks, take any other action with regard to amending the Loan Documents, waiving any default under the Loan Documents or taking any other action with respect to the Loan Documents which requires consent of Majority Banks. Provided further, however, that no amendment, waiver, or other action shall be effected pursuant to the preceding sentence without the consent of all Lenders which: (i) would increase the Commitment amount of any Lender, (ii) would reduce any fees hereunder, or the principal of, or the interest on, any Lender's Notes, (iii) would postpone any date fixed for any payment of any fees hereunder, or any principal or interest of any Lender's Notes, (iv) would increase any Lender's obligations hereunder or would materially alter Administrative Agent's obligations to any Lender hereunder, (v) would release Borrower from its obligation to pay any Lender's Notes, (vi) would release the Guaranty and/or the Collateral, or (vii) would amend this sentence. For purposes of this paragraph, a Lender shall be deemed to have consented to any such action by Administrative Agent upon the passage of five (5) Business Days after written notice thereof is given to such Lender in accordance with Section 16.2. hereof, unless such Lender shall have previously given Administrative Agent notice, complying with the provision of Section 16.2 hereof, to the contrary. Administrative Agent shall not have liability to Lenders for failure or delay in exercising any right or power possessed by Administrative Agent pursuant to the Loan Documents or otherwise unless such failure or delay is caused by the gross negligence of the Administrative Agent.

Responsibility of Administrative Agent. It is expressly understood and agreed that the obligations of the Administrative Agent under the Loan Documents are only those expressly set forth in the Loan Documents and that the Administrative Agent shall be entitled to assume that no Default exists and shall be deemed not to have knowledge of any Default, unless and until the Administrative Agent receives written notice from a Borrower or from a Lender that such Borrower or Lender considers that a Default exists and specifying the nature thereof. The Lenders recognize and agree that the Administrative Agent has no responsibility for confirming the accuracy of any statements made by any Borrower or any Subsidiary Guarantor, or to inspect the property, including the books and financial records, of any Borrower or any Subsidiary Guarantor, and in disbursing funds to the Borrowers, the Administrative Agent may rely fully upon statements contained in the relevant Notice of Advance. Neither the Administrative Agent nor any of its Related Parties shall be liable for any action taken or omitted to be taken by it under or in connection with the Loan Documents, except for its own gross negligence or willful misconduct. In the absence of gross negligence or willful misconduct, the Administrative Agent shall incur no liability under or in respect of any of the Loan Documents by acting upon any notice, consent, certificate, warranty or other paper or instrument believed by it to be genuine or authentic or to be signed by the proper party or parties, or with respect to anything which it may do or refrain from doing in the reasonable exercise of its judgment, or which may seem to it to be necessary or desirable in the premises. The Administrative Agent shall not be responsible to the Lenders for, or have any duty to ascertain or inquire into (i) any recitals, statements, representations or warranties contained in or made in connection with this Agreement, any other Loan Document or in any certificate or other document referred to or provided for in, or received by any Lender under, this Agreement, (ii) the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any other Loan Document or any document referred to or provided for herein, (iii) any failure by the Borrowers or the Subsidiary Guarantors to perform any of their obligations hereunder or thereunder or (iv) other than to confirm receipt of items expressly required to be delivered to the Administrative Agent, the satisfaction of any condition set forth in Article V or elsewhere herein. Except as expressly set forth herein, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to EDS or any of the EDS Subsidiaries that is communicated to or obtained by the bank serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper Person, and shall not incur any liability for relying thereon. The Administrative Agent may employ and perform any and all of its duties and exercise any and all of its rights and power by or through agents and attorneys-in-fact and shall not be answerable, except as to money or securities received by it or its authorized agents, for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. The Administrative Agent and any such agent or attorney-in-fact may perform any and all of its duties and exercise any and all of its rights and powers through its respective Related Parties. The exculpatory provisions of the preceding paragraphs shall apply to any such agents, attorneys-in-fact and to the Related Parties of the Administrative Agent and any such agents, attorneys-in-fact, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent. The relationship between the Administrative Agent and each of the Lenders is only that of agent and principal, has no fiduciary aspects and imposes no implied duties on the Administrative Agent, regardless of whether a Potential Default has occurred and is continuing, and the Administrative Agent's ’s duties hereunder are acknowledged to be only ministerial and not involving the exercise of discretion on its part. Nothing in this Agreement or elsewhere contained shall be construed to impose on the Administrative Agent any duties or responsibilities other than those for which express provision is herein made. In performing its duties and functions hereunder, the Administrative Agent does not assume and shall not be deemed to have assumed, and hereby expressly disclaims, any obligation or responsibility toward or any relationship of agency or trust with or for the Borrowers and the Subsidiary Guarantors. As to any matters not expressly provided for by this Agreement (including enforcement or collection of the Notes), the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Majority Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 11.9) and such instructions shall be binding upon all Lenders and all holders of Notes; provided, however, that the Administrative Agent shall not be required to take any action which exposes the Administrative Agent to personal liability or which is contrary to this Agreement, any other Loan Document or applicable law.

Responsibility of Administrative Agent. It is expressly understood and agreed that the obligations of the Administrative Agent under the Loan Documents are only those expressly set forth in the Loan Documents and that the Administrative Agent shall be entitled to assume that no Default exists and shall be deemed not to have exists, unless Administrative Agent has actual knowledge of any Default, unless and until the Administrative Agent receives written such fact or has received notice from a Borrower or from a Lender that such Borrower or Lender considers that a Default exists and specifying the nature thereof. The Lenders recognize and agree that the Administrative Agent has no responsibility for confirming the accuracy of any statements made by any Borrower or any Subsidiary GuarantorBorrowers, or to inspect the property, including the books and financial records, records of any Borrower or any Subsidiary GuarantorBorrower, and in disbursing funds to the Borrowers, the Administrative Agent may rely fully upon statements contained in the relevant Notice of Advance. Neither the Administrative Agent nor any of its Related Parties directors, officers or employees shall be liable for any action taken or omitted to be taken by it under or in connection with the Loan Documents, except for its own gross negligence or willful misconduct. In the absence of gross negligence or willful misconduct, the Administrative Agent shall incur no liability under or in respect of any of the Loan Documents by acting upon any notice, consent, certificate, warranty or other paper or instrument believed by it to be genuine or authentic or to be signed by the proper party or parties, or with respect to anything which it may do or refrain from doing in the reasonable exercise of its judgment, or which may seem to it to be necessary or desirable in the premises. The Administrative Agent shall not be responsible to the Lenders for, or have any duty to ascertain or inquire into (i) for any recitals, statements, representations or warranties contained in or made in connection with this Agreement, any other Loan Document or in any certificate or other document referred to or provided for in, or received by any Lender under, this Agreement, (ii) or for the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any other Loan Document Agreement or any document referred to or provided for herein, (iii) herein or for any failure by the Borrowers or the Subsidiary Guarantors to perform any of their obligations hereunder or thereunder or (iv) other than to confirm receipt of items expressly required to be delivered to the Administrative Agent, the satisfaction of any condition set forth in Article V or elsewhere hereinhereunder. Except as expressly set forth herein, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to EDS or any of the EDS Subsidiaries that is communicated to or obtained by the bank serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper Person, and shall not incur any liability for relying thereon. The Administrative Agent may employ and perform any and all of its duties and exercise any and all of its rights and power by or through agents and attorneys-in-fact attorneys‑in‑fact and shall not be answerable, except as to money or securities received by it or its authorized agents, for the negligence or misconduct of any such agents or attorneys-in-fact attorneys‑in‑fact selected by it with reasonable care. The Administrative Agent and any such agent or attorney-in-fact may perform any and all of its duties and exercise any and all of its rights and powers through its respective Related Parties. The exculpatory provisions of the preceding paragraphs shall apply to any such agents, attorneys-in-fact and to the Related Parties of the Administrative Agent and any such agents, attorneys-in-fact, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent. The relationship between the Administrative Agent and each of the Lenders is only that of agent and principal, principal and has no fiduciary aspects and imposes no implied duties on the Administrative Agent, regardless of whether a Potential Default has occurred and is continuingaspects, and the Administrative Agent's duties hereunder are acknowledged to be only ministerial and not involving the exercise of discretion on its part. Nothing in this Agreement or elsewhere contained shall be construed to impose on the Administrative Agent any duties or responsibilities other than those for which express provision is herein made. In performing its duties and functions hereunder, the Administrative Agent does not assume and shall not be deemed to have assumed, and hereby expressly disclaims, any obligation or responsibility toward or any relationship of agency or trust with or for the Borrowers and the Subsidiary GuarantorsBorrowers. As to any matters not expressly provided for by this Agreement (including including, without limitation, enforcement or collection of the Notes), the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Majority Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 11.9) and such instructions shall be binding upon all Lenders and all holders of Notes; provided, however, that the Administrative Agent shall not be required to take any action which exposes the Administrative Agent to personal liability or which is contrary to this Agreement, any other Loan Document Agreement or applicable law.