Common use of Responsibility of Agent Clause in Contracts

Responsibility of Agent. It is expressly understood and agreed that the obligations of Agent under the Loan Documents are only those expressly set forth in the Loan Documents, or as may be imposed by applicable law, and that Agent, as the case may be, shall be entitled to assume that no Default or Event of Default has occurred and is continuing, unless Agent, as the case may be, has actual knowledge of such fact or has received notice from a Lender or Borrower that such Lender or Borrower consider that a Default or an Event of Default has occurred and is continuing and specifying the nature thereof. Neither Agent nor any of their directors, officers, attorneys or employees shall be liable for any action taken or omitted to be taken by them under or in connection with the Loan Documents, except for its or their own gross negligence or willful misconduct. 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. Agent shall not be responsible to Lenders for any of Borrower's or any Guarantor's recitals, statements, representations or warranties contained in any of the Loan Documents, or in any certificate or other document referred to or provided for in, or received by any Lender under, the Loan Documents, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of or any of the Loan Documents or for any failure by Borrower or any Guarantor to perform any of their obligations hereunder or thereunder. Agent may employ 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 relationship between Agent and each Lender is only that of agent and principal and has no fiduciary aspects. Nothing in the Loan Documents or elsewhere shall be construed to impose on Agent any duties or responsibilities other than those for which express provision is therein made. In performing its duties and functions hereunder, 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 Borrower or any of its beneficiaries or other creditors. As to any matters not expressly provided for by the Loan Documents, 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 all Lenders and such instructions shall be binding upon all Lenders and all holders of the Notes; provided, however, that Agent shall not be required to take any action which is contrary to the Loan Documents or applicable law. 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 Agent may have as a matter of law; provided, however, Agent shall not, without the consent of 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 the Required Lenders. 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 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 (except as provided in Section 13.2 hereof), or (vii) would amend this sentence. For purposes of this paragraph, a Lender shall be deemed to have consented to any such action by 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 Agent notice, complying with the provision of Section 16.2 hereof, to the contrary. Agent shall not have liability to Lenders for failure or delay in exercising any right or power possessed by Agent pursuant to the Loan Documents or otherwise unless such failure or delay is caused by the gross negligence of the Agent.

Responsibility of Agent. It is expressly understood and agreed that the obligations of Agent under the Loan Documents are only those expressly set forth in the Loan Documents, or Documents as may be imposed by applicable law, to each and that Agent, as the case may be, shall be entitled to assume that no Default or Event of Default has occurred and is continuing, unless Agent, as the case may be, Agent has actual knowledge of such fact or has received notice from a Lender Bank or Borrower the Borrowers that such Lender Bank or Borrower consider the Borrowers considers that a Default or an Event of Default has occurred and is continuing and specifying the nature thereof. Neither Agent nor any of their its directors, officers, attorneys or employees shall be liable for any action taken or omitted to be taken by them under or in connection with the Loan Documents, except for its or their own gross negligence or willful misconduct. 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. Agent shall not be responsible to Lenders Banks for any of Borrower's or any Guarantor's the Borrowers' recitals, statements, representations or warranties contained in any of the Loan Documents, or in any certificate or other document referred to or provided for in, or received by any Lender Bank under, the Loan Documents, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of or any of the Loan Documents or for any failure by Borrower or any Guarantor the Borrowers to perform any of their its obligations hereunder or thereunder. Agent may employ 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 relationship between Agent and each Lender Bank is only that of agent and principal and has no fiduciary aspects. Nothing in the Loan Documents or elsewhere shall be construed to impose on Agent any duties or responsibilities other than those for which express provision is therein made. In performing its duties and functions hereunder, 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 Borrower or any of its beneficiaries or other creditors. As to any matters not expressly provided for by the Loan Documents, 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 all Lenders Banks and such instructions shall be binding upon all Lenders Banks and all holders of the Notes; provided, however, that Agent shall not be required to take any action which is contrary to the Loan Documents or applicable law. 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)Banks, any and all rights afforded to Agent, as the case may be, Agent by the Loan Documents or which Agent may have as a matter of law; provided, however, Agent shall notnot (i) except as provided in Section 7(b) hereof, without the consent of LendersMajority Banks designate the amount of the Borrowing Base or the Monthly Commitment Reduction or (ii) without the consent of all 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 the Required Lendersall Banks. Provided further, however, that no amendment, waiver, or other action shall be effected pursuant to the preceding sentence clause (ii) without the consent of all Lenders Banks which: (i) would increase the Borrowing Base or decrease the Monthly Commitment amount of any LenderReduction, (ii) would reduce any fees hereunder, or the principal of, or the interest on, any LenderBank's Note or Notes, (iii) would postpone any date fixed for any payment of any fees hereunder, or any principal or interest of any LenderBank's Note or Notes, (iv) would materially increase any LenderBank's obligations hereunder or would materially alter Agent's obligations to any Lender Bank hereunder, (v) would release Borrower Borrowers from its their obligation to pay any LenderBank's Note or Notes, (vi) would release any of the Guaranty and/or the Collateral (except as provided in Section 13.2 hereof)Collateral, or (vii) would change the definition of all Banks, (viii) would amend, modify or change any provision of this Agreement requiring the consent of all the Banks, (ix) 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 (x) would extend the Revolving Maturity Date or (xi) would amend this sentence or the previous sentence. For purposes of this paragraph, a Lender shall be deemed to have consented to any such action by 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 Agent notice, complying with the provision of Section 16.2 hereof, to the contrary. Agent shall not have liability to Lenders Banks for failure or delay in exercising any right or power possessed by Agent pursuant to the Loan Documents or otherwise unless such failure or delay is caused by the gross negligence of the Agent, in which case only the Agent responsible for such gross negligence shall have liability therefor to the Banks.

Responsibility of Agent. It is expressly understood and agreed that the obligations of the Agent under the Loan Documents hereunder are only those expressly set forth in the Loan Documents, or as may be imposed by applicable law, this Agreement and that Agent, as the case may be, Agent shall be entitled to assume that no Event of Default or and no Unmatured Event of Default has occurred and is continuing, unless Agent, as the case may be, Agent has actual knowledge of such fact or has received notice from fact. Except to the extent Agent is required by the Lenders pursuant to the express terms hereof to take a Lender or Borrower that such Lender or Borrower consider that a Default or an Event of Default has occurred and is continuing and specifying specific action, the nature thereof. Neither Agent nor any of their directors, officers, attorneys or employees shall be liable for entitled to use its discretion with respect to exercising or refraining from exercising any rights which may be vested in it by, or with respect to taking or refraining from taking any action taken or omitted actions that it may be able to be taken by them take under or in connection with respect of, this Agreement and the Loan Documents, except for its or their own gross negligence or willful misconduct. The Agent shall not incur no any liability under or in respect of any of this Agreement and 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 that either of them may do or refrain from doing in the reasonable exercise of its judgment, or which that may seem to it them to be necessary or desirabledesirable under the circumstances. It is agreed among the Agent and the Lenders that the Agent shall not be responsible have any responsibility to Lenders for any carry out field examinations or otherwise examine the books and records or properties of Borrower's or any Guarantor's recitals, statements, representations or warranties contained in any of the Loan Documents, or in any certificate or other document referred to or provided for in, or received by any Lender under, the Loan Documents, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of or any of the Loan Documents or for any failure by Borrower or any Guarantor to perform any of their obligations hereunder or thereunder. Agent may employ agents and attorneys-in-fact and shall not be answerable, except as to money or securities received by it or the Agent, in its authorized agentssole discretion, for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable caredeems appropriate. The relationship between the Agent and each Lender is only and shall be that of agent and principal only and has no fiduciary aspects. Nothing in the Loan Documents or elsewhere nothing herein shall be construed to constitute the Agent a joint venturer with any Lender, a trustee or fiduciary for any of the Lenders or for the holder of a participation therein nor impose on the Agent any duties or responsibilities and obligations other than those for which express provision is therein made. In performing its duties and functions hereunder, 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 Borrower or any of its beneficiaries or other creditors. As to any matters not expressly provided for by the Loan Documents, 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 all Lenders and such instructions shall be binding upon all Lenders and all holders of the Notes; provided, however, that Agent shall not be required to take any action which is contrary to the Loan Documents or applicable law. 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 Agent may have as a matter of law; provided, however, Agent shall not, without the consent of 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 the Required Lenders. 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 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 (except as provided in Section 13.2 hereof), or (vii) would amend this sentence. For purposes of this paragraph, a Lender shall be deemed to have consented to any such action by 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 Agent notice, complying with the provision of Section 16.2 hereof, to the contrary. Agent shall not have liability to Lenders for failure or delay in exercising any right or power possessed by Agent pursuant to the Loan Documents or otherwise unless such failure or delay is caused by the gross negligence of the Agentset forth herein.

Responsibility of Agent. It is expressly understood and agreed that the obligations of Agent under the Loan Documents hereunder are only those expressly set forth in the Loan Documents, or as may be imposed by applicable law, this Agreement and that Agent, as the case may be, Agent shall be entitled to assume that no Default or Event of Default has occurred and is continuing, unless Agent, as the case may be, Agent has actual knowledge of such fact or has received notice from fact. Except to the extent Agent is required by Lenders pursuant to the express terms hereof to take a Lender or Borrower that such Lender or Borrower consider that a Default or an Event of Default has occurred and is continuing and specifying the nature thereof. Neither specific action, Agent nor any of their directors, officers, attorneys or employees shall be liable for entitled to use its discretion with respect to exercising or refraining from exercising any rights which may be vested in it by, or with respect to taking or refraining from taking any action taken or omitted actions that it may be able to be taken by them take under or in connection with respect of, this Agreement and the Loan Documents, except for its or their own gross negligence or willful misconduct. Agent shall incur no liability under or in respect of any of this Agreement and 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 that it may do or refrain from doing in the reasonable exercise of its judgment, or which that may seem to it to be necessary or desirabledesirable under the circumstances. It is agreed among Agent and Lenders that Agent shall not be responsible have no responsibility to Lenders for any carry out audits or otherwise examine the books and records or properties of Borrower's or any Guarantor's recitals, statements, representations or warranties contained in any of the Loan Documents, or in any certificate or other document referred to or provided for in, or received by any Lender under, the Loan Documents, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of or any of the Loan Documents or for any failure by Borrower or any Guarantor to perform any of their obligations hereunder or thereunder. Agent may employ agents and attorneys-in-fact and shall not be answerableBorrowers, except as to money Agent in its sole discretion deems appropriate 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 careas otherwise expressly required hereunder. The relationship between Agent and each Lender is only and shall be that of agent and principal only and has no fiduciary aspects. Nothing in the Loan Documents or elsewhere nothing herein shall be construed to constitute Agent a joint venturer with any Lender, a trustee or fiduciary for any of Lenders or for the holder of a participation therein nor impose on Agent any duties or responsibilities and obligations other than those for which express provision is therein made. In performing its duties and functions hereunder, 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 Borrower or any of its beneficiaries or other creditors. As to any matters not expressly provided for by the Loan Documents, 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 all Lenders and such instructions shall be binding upon all Lenders and all holders of the Notes; provided, however, that Agent shall not be required to take any action which is contrary to the Loan Documents or applicable law. 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 Agent may have as a matter of law; provided, however, Agent shall not, without the consent of 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 the Required Lenders. 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 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 (except as provided in Section 13.2 hereof), or (vii) would amend this sentence. For purposes of this paragraph, a Lender shall be deemed to have consented to any such action by 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 Agent notice, complying with the provision of Section 16.2 hereof, to the contrary. Agent shall not have liability to Lenders for failure or delay in exercising any right or power possessed by Agent pursuant to the Loan Documents or otherwise unless such failure or delay is caused by the gross negligence of the Agentset forth herein.

Responsibility of Agent. It is expressly understood and agreed that the obligations of the Agent under the Loan Documents hereunder are only those expressly set forth in the Loan Documents, or as may be imposed by applicable law, this Agreement and that Agent, as the case may be, Agent shall be entitled to assume that no Default or Event of Default Default, and no event which with the passage of time, or the giving of notice, would constitute an Event of Default, has occurred and is continuing, unless Agent, as the case may be, Agent has actual knowledge of such fact fact. Except to the extent the Agent is required by the Lenders pursuant to the express terms hereof to take, or has received notice refrain from taking, a Lender or Borrower that such Lender or Borrower consider that a Default or an Event of Default has occurred and is continuing and specifying specific action, the nature thereof. Neither Agent nor any of their directors, officers, attorneys or employees shall be liable for entitled to use its discretion with respect to exercising or refraining from exercising any rights which may be vested in it by, or with respect to taking or refraining from taking any action taken or omitted actions that it may be able to be taken by them take under or in connection with respect of, this Agreement and the Loan Documents, except . Except for its or their own gross negligence or willful misconduct. , the Agent shall incur no liability under or in respect of any of this Agreement and 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 that it may do or refrain from doing in the reasonable exercise of its judgment, or which that may seem to it to be necessary or desirable. Agent shall not be responsible to Lenders for any of Borrower's or any Guarantor's recitals, statements, representations or warranties contained in any of desirable under the Loan Documents, or in any certificate or other document referred to or provided for in, or received by any Lender under, the Loan Documents, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of or any of the Loan Documents or for any failure by Borrower or any Guarantor to perform any of their obligations hereunder or thereunder. Agent may employ 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 carecircumstances. The relationship between the Agent and each Lender is only and shall be that of agent and principal only and has no fiduciary aspects. Nothing in the Loan Documents or elsewhere nothing herein shall be construed to constitute the Agent a joint venturer with any Lender, a trustee or fiduciary for any of the Lenders or for the holder of a participation therein nor impose on the Agent any duties or responsibilities and obligations other than those for which express provision is therein made. In performing its duties and functions hereunder, 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 Borrower or any of its beneficiaries or other creditors. As to any matters not expressly provided for by the Loan Documents, 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 all Lenders and such instructions shall be binding upon all Lenders and all holders of the Notes; provided, however, that Agent shall not be required to take any action which is contrary to the Loan Documents or applicable law. 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 Agent may have as a matter of law; provided, however, Agent shall not, without the consent of 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 the Required Lenders. 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 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 (except as provided in Section 13.2 hereof), or (vii) would amend this sentence. For purposes of this paragraph, a Lender shall be deemed to have consented to any such action by 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 Agent notice, complying with the provision of Section 16.2 hereof, to the contrary. Agent shall not have liability to Lenders for failure or delay in exercising any right or power possessed by Agent pursuant to the Loan Documents or otherwise unless such failure or delay is caused by the gross negligence of the Agentset forth herein.

Responsibility of Agent. It is expressly understood and agreed that the obligations of Agent under the Loan Documents are only those expressly set forth in the Loan Documents, or as may be imposed by applicable law, Documents and that Agent, as the case may be, shall be entitled to assume that no Default or Event of Default has occurred and is continuing, unless Agent, as the case may be, has actual knowledge of such fact or has received notice from a Lender Bank or Borrower Borrowers that such Lender Bank or Borrower Borrowers consider that a Default or an Event of Default has occurred and is continuing and specifying the nature thereof. Neither Agent nor any of their directors, officers, attorneys or employees shall be liable for any action taken or omitted to be taken by them under or in connection with the Loan Documents, except for its or their own gross negligence or willful misconduct. 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. Agent shall not be responsible to Lenders Banks for any of Borrower's or any Guarantor's Borrowers' recitals, statements, representations or warranties contained in any of the Loan Documents, or in any certificate or other document referred to or provided for in, or received by any Lender Bank under, the Loan Documents, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of or any of the Loan Documents or for any failure by Borrower or any Guarantor Borrowers to perform any of their obligations hereunder or thereunder. Agent may employ 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 relationship between Agent and each Lender Bank is only that of agent and principal and has no fiduciary aspects. Nothing in the Loan Documents or elsewhere shall be construed to impose on Agent any duties or responsibilities other than those for which express provision is therein made. In performing its duties and functions hereunder, 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 Borrower Borrowers or any of its beneficiaries or other creditors. As to any matters not expressly provided for by the Loan Documents, 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 all Lenders Banks and such instructions shall be binding upon all Lenders Banks and all holders of the Notes; provided, however, that Agent shall not be required to take any action which is contrary to the Loan Documents or applicable law. Subject to Section 22 hereof, 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)Banks, any and all rights afforded to Agent, as the case may be, Agent by the Loan Documents or which Agent may have as a matter of law; provided, however, Agent shall not, without the consent of 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 the Required Lenders. 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 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 (except as provided in Section 13.2 hereof), or (vii) would amend this sentence. For purposes of this paragraph, a Lender shall be deemed to have consented to any such action by 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 Agent notice, complying with the provision of Section 16.2 hereof, to the contrary. Agent shall not have liability to Lenders Banks for failure or delay in exercising any right or power possessed by Agent pursuant to the Loan Documents or otherwise unless such failure or delay is caused by the gross negligence of the Agent, in which case only the Agent responsible for such gross negligence shall have liability therefor to the Banks.

Responsibility of Agent. It is expressly understood and agreed that the obligations of Agent under the Loan Documents are only those expressly set forth in the Loan Documents, or Documents as may be imposed by applicable law, to each and that Agent, as the case may be, Agent shall be entitled to assume that no Default or Event of Default has occurred and is continuing, unless Agent, as the case may be, Agent has actual knowledge of such fact or has received notice from a Lender or Borrower that such Lender or Borrower consider considers that a Default or an Event of Default has occurred and is continuing and specifying the nature thereof. Neither Agent nor any of their its directors, officers, attorneys or employees shall be liable for any action taken or omitted to be taken by them under or in connection with the Loan Documents, except for its or their own gross negligence or willful misconduct. 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. Agent shall not be responsible to Lenders for any of Borrower's or any Guarantor's ’s recitals, statements, representations or warranties contained in any of the Loan Documents, or in any certificate or other document referred to or provided for in, or received by any Lender under, the Loan Documents, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of or any of the Loan Documents or for any failure by Borrower or any Guarantor to perform any of their its obligations hereunder or thereunder. Agent may employ 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 relationship between Agent and each Lender is only that of agent and principal and has no fiduciary aspects. Nothing in the Loan Documents or elsewhere shall be construed to impose on Agent any duties or responsibilities other than those for which express provision is therein made. In performing its duties and functions hereunder, 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 Borrower or any of its beneficiaries or other creditors. As to any matters not expressly provided for by the Loan Documents, 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 all Lenders and such instructions shall be binding upon all Lenders and all holders of the Notes; provided, however, that Agent shall not be required to take any action which is contrary to the Loan Documents or applicable law. 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)Lenders, any and all rights afforded to Agent, as the case may be, Agent by the Loan Documents or which Agent may have as a matter of law; provided, however, Agent shall notnot (i) except as provided herein and in Section 7(b) hereof, without the consent of Required Lenders approve the sale, release or substitution of Collateral other than the sale of Collateral permitted pursuant to Section 13(a)(ii) hereof, or (ii) without the consent of Required Lenders, take any other action with regard to amending the Loan Documents, waiving any default Default under the Loan Documents Documents, or taking any other action with respect to the Loan Documents which requires consent of the Required Lenders. 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 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 (except as provided in Section 13.2 hereof), or (vii) would amend this sentence. For purposes of this paragraph, a Lender shall be deemed to have consented to any such action by 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 Agent notice, complying with the provision of Section 16.2 hereof, to the contraryDocuments. Agent shall not have liability to Lenders for failure or delay in exercising any right or power possessed by Agent pursuant to the Loan Documents or otherwise unless such failure or delay is caused by the gross negligence of the Agent, in which case only Agent responsible for such gross negligence shall have liability therefor to Lenders.

Responsibility of Agent. It is expressly understood and agreed that the obligations of Agent under the Loan Documents are only those expressly set forth in the Loan Documents, or as may be imposed by applicable law, Documents and that Agent, as the case may be, Agent shall be entitled to assume that no Event of Default or event which, with the giving of notice or lapse of time, or both, would constitute an Event of Default has occurred and is continuing, unless Agent, as the case may be, Agent has actual knowledge of such fact or has received notice from a Lender or Borrower Bank that such Lender or Borrower consider Bank considers that a Default or an Event of Default or such event has occurred and is continuing and specifying the nature thereof. Banks recognize and agree, that for purposes of Section 2.02(b) hereof, Agent shall not be required to determine independently whether the conditions described in Sections 5.02(a), (b), (c), (d), (e) and (f) have been satisfied and, in disbursing funds to Company, may rely fully upon statements contained in the relevant Request for Borrowing. Neither Agent nor any of their its directors, officers, attorneys officers or employees shall be liable for any action taken or omitted to be taken by them it under or in connection with the Loan Documents, except for its or their own gross negligence or willful misconduct. 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. Agent shall not be responsible to Lenders for any of Borrower's or any Guarantor's recitals, statements, representations or warranties contained desirable in any of the Loan Documents, or in any certificate or other document referred to or provided for in, or received by any Lender under, the Loan Documents, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of or any of the Loan Documents or for any failure by Borrower or any Guarantor to perform any of their obligations hereunder or thereunder. Agent may employ 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 carepremises. The relationship between Agent and each Lender of the Banks is only that of agent and principal and has no fiduciary aspects, and Agent's duties hereunder are acknowledged to be only ministerial and not involving the exercise of discretion on its part. Nothing in the this Loan Documents Agreement or elsewhere contained shall be construed to impose on Agent any duties or responsibilities other than those for which express provision is therein herein made. In performing its duties and functions hereunder, 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 Borrower or any of its beneficiaries or other creditorsfor, Company. As to any matters not expressly provided for by this Loan Agreement (including, without limitation, enforcement or collection of the Loan Documents, Notes). 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 all Lenders Majority Banks and such instructions shall be binding upon all Lenders Banks and all holders of the Notes; provided, however, that Agent shall not be required to take any action which exposes Agent to personal liability or which is contrary to the this Loan Documents Agreement or applicable law. 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 Agent may have as a matter of law; provided, however, Agent shall not, without the consent of 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 the Required Lenders. 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 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 (except as provided in Section 13.2 hereof), or (vii) would amend this sentence. For purposes of this paragraph, a Lender shall be deemed to have consented to any such action by 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 Agent notice, complying with the provision of Section 16.2 hereof, to the contrary. Agent shall not have liability to Lenders for failure or delay in exercising any right or power possessed by Agent pursuant to the Loan Documents or otherwise unless such failure or delay is caused by the gross negligence of the Agent.

Responsibility of Agent. It is expressly understood and agreed that the obligations of Agent under the Loan Documents are only those expressly set forth in the Loan Documents, or as may be imposed by applicable law, Documents and that Agent, as the case may be, shall be entitled to assume that no Default or Event of Default has occurred and is continuing, unless Agent, as the case may be, has actual knowledge of such fact or has received notice from a Lender Bank or Borrower that such Lender Bank or Borrower consider that a Default or an Event of Default has occurred and is continuing and specifying the nature thereof. Neither Agent nor any of their directors, officers, attorneys or employees shall be liable for any action taken or omitted to be taken by them under or in connection with the Loan Documents, except for its or their own gross negligence or willful misconduct. 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. Agent shall not be responsible to Lenders Banks for any of Borrower's or any Guarantor's recitals, statements, representations or warranties contained in any of the Loan Documents, or in any certificate or other document referred to or provided for in, or received by any Lender Bank under, the Loan Documents, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of or any of the Loan Documents or for any failure by Borrower or any Guarantor to perform any of their obligations hereunder or thereunder. Agent may employ 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 relationship between Agent and each Lender Bank is only that of agent and principal and has no fiduciary aspects. Nothing in the Loan Documents or elsewhere shall be construed to impose on Agent any duties or responsibilities other than those for which express provision is therein made. In performing its duties and functions hereunder, 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 Borrower or any of its beneficiaries or other creditors. As to any matters not expressly provided for by the Loan Documents, 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 all Lenders Banks and such instructions shall be binding upon all Lenders Banks and all holders of the Notes; provided, however, that Agent shall not be required to take any action which is contrary to the Loan Documents or applicable law. 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 Agent may have as a matter of law; provided, however, Agent shall not, without the consent of 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 the Required Lenders. 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 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 (except as provided in Section 13.2 hereof), or (vii) would amend this sentence. For purposes of this paragraph, a Lender shall be deemed to have consented to any such action by 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 Agent notice, complying with the provision of Section 16.2 hereof, to the contrary. Agent shall not have liability to Lenders for failure or delay in exercising any right or power possessed by Agent pursuant to the Loan Documents or otherwise unless such failure or delay is caused by the gross negligence of the Agent.

Responsibility of Agent. It is expressly understood and agreed that the obligations of Agent under the Loan Documents are only those expressly set forth in the Loan Documents, or as may be imposed by applicable law, Documents and that Agent, as the case may be, Agent shall be entitled to assume that no Default or Event of Default has occurred and is continuing, unless Agent, as the case may be, Agent has actual knowledge of such fact or has received notice from a Lender or Borrower the Borrowers that such Lender or Borrower the Borrowers consider that a Default or an Event of Default has occurred and is continuing and specifying the nature thereof. Neither Agent nor any of their its directors, officers, attorneys or employees shall be liable for any action taken or omitted to be taken by them under or in connection with the Loan Documents, except for its or their own gross negligence or willful misconduct. 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. The Syndication Agent shall have no responsibilities as an agent hereunder. Agent shall not be responsible to Lenders for any of Borrower's the Borrowers' or any Guarantor's recitals, statements, representations or warranties contained in any of the Loan Documents, or in any certificate or other document referred to or provided for in, or received by any Lender under, the Loan Documents, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of or any of the Loan Documents or for any failure by Borrower the Borrowers or any Guarantor to perform any of their obligations hereunder or thereunder. Agent may employ 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 relationship between Agent and each Lender is only that of agent and principal and has no fiduciary aspects. Nothing in the Loan Documents or elsewhere shall be construed to impose on Agent any duties or responsibilities other than those for which express provision is therein made. In performing its duties and functions hereunder, 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 Borrower the Borrowers or any of its their beneficiaries or other creditors. As to any matters not expressly provided for by the Loan Documents, 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 all Lenders and such instructions shall be binding upon all Lenders and all holders of the Notes; provided, however, that Agent shall not be required to take any action which is contrary to the Loan Documents or applicable law. 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)Lenders, any and all rights afforded to Agent, as the case may be, Agent by the Loan Documents or which Agent may have as a matter of law; provided, however, Agent shall not, not (i) without the consent of all Lenders designate the amount of the Borrowing Base 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 Documents, releasing or substituting any Collateral (except as permitted in Section 15(q) hereof) or taking any other action with respect to the Loan Documents which requires consent of the Required LendersDocuments. Provided further, however, that no amendment, waiver, or other action shall be effected pursuant to the preceding sentence clause (ii) without the consent of all Lenders which: (ia) would increase the Commitment amount of any LenderBorrowing Base, (iib) would reduce any fees hereunder, or the principal of, or the interest on, any Lender's Note or Notes, (iiic) would postpone any date fixed for any payment of any fees hereunder, or any principal or interest of any Lender's Note or Notes, (ivd) would increase the aggregate Commitments or any Lender's obligations individual Commitment hereunder or would materially alter Agent's obligations to any Lender hereunder, (ve) would release Borrower Borrowers from its their obligation to pay any Lender's Note or Notes, (vif) would change the definition of Majority Lenders, (g) would extend the Maturity Date, (h) would release all or substantially all of the Guaranty and/or the Collateral (except as provided in Section 13.2 hereof)Collateral, or (viii) would amend this sentence or the previous sentence. For purposes of this paragraph, a Lender shall be deemed to have consented to any such action by 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 Agent notice, complying with the provision of Section 16.2 hereof, to the contrary. Agent shall not have liability to Lenders for failure or delay in exercising any right or power possessed by Agent pursuant to the Loan Documents or otherwise unless such failure or delay is caused by the gross negligence of the Agent, in which case only the Agent responsible for such gross negligence shall have liability therefor to the Lenders.

Responsibility of Agent. It is expressly understood and agreed that the obligations of the Agent under the Loan Documents hereunder are only those expressly set forth in the Loan Documents, or as may be imposed by applicable law, this Agreement and that Agent, as the case may be, Agent shall be entitled to assume that no Event of Default or and no Unmatured Event of Default has occurred and is continuing, unless Agent, as the case may be, Agent has actual knowledge of such fact or has received notice from fact. Except to the extent Agent is required by the Lenders pursuant to the express terms hereof to take a Lender or Borrower that such Lender or Borrower consider that a Default or an Event of Default has occurred and is continuing and specifying specific action, the nature thereof. Neither Agent nor any of their directors, officers, attorneys or employees shall be liable for entitled to use its discretion with respect to exercising or refraining from exercising any rights which may be vested in it by, or with respect to taking or refraining from taking any action taken or omitted actions that it may be able to be taken by them take under or in connection with respect of, this Agreement and the Loan Documents, except for its or their own gross negligence or willful misconduct. The Agent shall incur no liability under or in respect of any of this Agreement and the Loan Documents by acting upon any notice, consent, certificate, warranty or other paper or instrument reasonably believed by it to be genuine or authentic or to be signed by the proper party or parties, or with respect to anything which that it may do or refrain from doing in the reasonable exercise of its judgment, or which that may seem to it to be necessary or desirabledesirable under the circumstances. It is agreed among the Agent and the Lenders that the Agent shall not be responsible have no responsibility to Lenders for any carry out field examinations or otherwise examine the books and records or properties of Borrower's or any Guarantor's recitals, statements, representations or warranties contained in any of the Loan Documents, or in any certificate or other document referred to or provided for in, or received by any Lender under, the Loan Documents, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of or any of the Loan Documents or for any failure by Borrower or any Guarantor to perform any of their obligations hereunder or thereunder. Agent may employ agents and attorneys-in-fact and shall not be answerableBorrowers, except as to money or securities received by it or the Agent in its authorized agents, for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable caresole discretion deems appropriate. The relationship between the Agent and each Lender is only and shall be that of agent and principal only and has no fiduciary aspects. Nothing in the Loan Documents or elsewhere nothing herein shall be construed to constitute the Agent a joint venturer with any Lender, a trustee or fiduciary for any of the Lenders or for the holder of a participation therein nor impose on the Agent any duties or responsibilities and obligations other than those for which express provision is therein made. In performing its duties and functions hereunder, 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 Borrower or any of its beneficiaries or other creditors. As to any matters not expressly provided for by the Loan Documents, 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 all Lenders and such instructions shall be binding upon all Lenders and all holders of the Notes; provided, however, that Agent shall not be required to take any action which is contrary to the Loan Documents or applicable law. 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 Agent may have as a matter of law; provided, however, Agent shall not, without the consent of 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 the Required Lenders. 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 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 (except as provided in Section 13.2 hereof), or (vii) would amend this sentence. For purposes of this paragraph, a Lender shall be deemed to have consented to any such action by 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 Agent notice, complying with the provision of Section 16.2 hereof, to the contrary. Agent shall not have liability to Lenders for failure or delay in exercising any right or power possessed by Agent pursuant to the Loan Documents or otherwise unless such failure or delay is caused by the gross negligence of the Agentset forth herein.

Responsibility of Agent. It is expressly understood and agreed that the obligations of Agent under the Loan Documents are only those expressly set forth in the Loan Documents, or as may be imposed by applicable law, Documents and that Agent, as the case may be, Agent shall be entitled to assume that no Default or Event of Default has occurred and is continuing, unless Agent, as the case may be, Agent has actual knowledge of such fact or has received notice from a Lender or Borrower that such Lender or Borrower consider considers that a Default or an Event of Default has occurred and is continuing and specifying the nature thereof. Lenders recognize and agree that Agent shall not be required to determine independently whether the conditions described in Article IV have been satisfied and, in disbursing funds to Borrower, may rely fully upon statements contained in the relevant Request for Advance . Neither Agent nor any of their its directors, officers, attorneys officers or employees shall be liable for any action taken or omitted to be taken by them it under or in connection with the Loan Documents, except for its or their own gross negligence or willful misconduct. 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 desirabledesirable in the circumstances. Agent shall not be responsible to Lenders for any of Borrower's or any Guarantor's recitals, statements, representations or warranties contained in any of the Loan Documentsthis Agreement, or in any certificate or other document referred to or provided for in, or received by any Lender under, the Loan Documentsthis Agreement, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any of the Loan Documents document referred to or provided for herein or for any failure by Borrower or any Guarantor to perform any of their its obligations hereunder or thereunderhereunder. Agent may may, after consultation with Lenders, employ 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 relationship between Agent and each Lender of the Lenders is only that of agent and principal and has no fiduciary aspects, and Agent's duties hereunder are acknowledged to be only ministerial and not involving the exercise of discretion on its part. Nothing in the Loan Documents this Agreement or elsewhere contained shall be construed to impose on Agent any duties or responsibilities other than those for which express provision is therein herein made. In performing its duties and functions hereunder, 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 Borrower or any of its beneficiaries or other creditorsBorrower. As to any matters not expressly provided for by this Agreement (including, without limitation, enforcement or collection of the Loan DocumentsNote), 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 all Lenders and such instructions shall be binding upon all Lenders and all holders of the Notes; provided, however, that Agent shall not be required to take any action which is contrary to the Loan Documents or applicable law. 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 Agent may have as a matter of law; provided, however, Agent shall not, without the consent of 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 the Required Lenders. 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 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 (except as provided in Section 13.2 hereof), or (vii) would amend this sentence. For purposes of this paragraph, a Lender shall be deemed to have consented to any such action by 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 Agent notice, complying with the provision of Section 16.2 hereof, to the contrary. Agent shall not have liability to Lenders for failure or delay in exercising any right or power possessed by Agent pursuant to the Loan Documents or otherwise unless such failure or delay is caused by the gross negligence of the Agent.fully

Responsibility of Agent. It is expressly understood and agreed that the obligations of Agent under the Loan Documents are only those expressly set forth in the Loan Documents, or Documents as may be imposed by applicable law, to each and that Agent, as the case may be, shall be entitled to assume that no Default or Event of Default has occurred and is continuing, unless Agent, as the case may be, Agent has actual knowledge of such fact or has received notice from a Lender or the Borrower that such Lender or the Borrower consider that a Default or an Event of Default has occurred and is continuing and specifying the nature thereof. Neither Agent nor any of their its directors, officers, attorneys attorneys, agents, or employees shall be liable for any action taken or omitted to be taken (including the Agent’s own negligence) by them under or in connection with the Loan Documents, except for its or their own gross negligence or willful misconduct. 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. The Documentation Agent and the Arranger shall have no responsibilities as an agent hereunder. Agent shall not be responsible to Lenders for any of the Borrower's or any Guarantor's ’s recitals, statements, representations or warranties contained in any of the Loan Documents, or in any certificate or other document referred to or provided for in, or received by any Lender under, the Loan Documents, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of or any of the Loan Documents or for any failure by the Borrower or any Guarantor to perform any of their its obligations hereunder or thereunder. Agent may employ 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 relationship between Agent and each Lender is only that of agent and principal and has no fiduciary aspects. Nothing in the Loan Documents or elsewhere shall be construed to impose on Agent any duties or responsibilities other than those for which express provision is therein made. In performing its duties and functions hereunder, 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 Borrower or any of its beneficiaries or other creditors. As to any matters not expressly provided for by the Loan Documents, 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 all Lenders and such instructions shall be binding upon all Lenders and all holders of the Notes; provided, however, that Agent shall not be required to take any action which is contrary to the Loan Documents or applicable law. 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)Lenders, any and all rights afforded to Agent, as the case may be, Agent by the Loan Documents or which Agent may have as a matter of law; provided, however, Agent shall notnot (i) except as provided herein and in Section 7(b) hereof, without the consent of Lenders designate the amount of the Borrowing Base or (ii) without the consent of 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 the Required LendersDocuments. Provided further, however, that no amendment, waiver, or other action shall be effected pursuant to the preceding sentence clause (ii) without the consent of all Lenders which: (ia) would increase the Commitment amount of any LenderBorrowing Base, (iib) would reduce any fees hereunder, or the principal of, or the interest on, any Lender's ’s Note or Notes, (iiic) would postpone any date fixed for any payment of any fees hereunder, or any principal or interest of any Lender's ’s Note or Notes, (ivd) would increase the aggregate Commitments or any Lender's obligations ’s individual Commitment hereunder or would materially alter Agent's ’s obligations to any Lender hereunder, (ve) would release Borrower from its obligation to pay any Lender's ’s Note or Notes, (vif) would change the definition of Lenders, (g) would waive any of the conditions precedent to the Effective Date (h) would extend the Maturity Date or (i) would release the Guaranty and/or the and substitute any Collateral (except as provided in Section 13.2 hereof), or (viij) would amend this sentence or the previous sentence. For purposes of this paragraph, a Lender shall be deemed to have consented to any such action by 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 Agent notice, complying with the provision of Section 16.2 hereof, to the contrary. Agent shall not have liability to Lenders for failure or delay in exercising any right or power possessed by Agent pursuant to the Loan Documents or otherwise unless such failure or delay is caused by the gross negligence of the Agent, in which case only the Agent responsible for such gross negligence shall have liability therefor to the Lenders.

Responsibility of Agent. It is expressly understood and agreed that the obligations of Agent under the Loan Documents are only those expressly set forth in the Loan Documents, or as may be imposed by applicable law, Documents and that Agent, as the case may be, Agent shall be entitled to assume that no Default or Event of Default has occurred and is continuing, unless Agent, as the case may be, Agent has actual knowledge of such fact or has received notice from a Lender or Borrower that such Lender or Borrower consider considers that a Default or an Event of Default has occurred and is continuing and specifying the nature thereof. Lenders recognize and agree that Agent shall not be required to determine independently whether the conditions described in ARTICLE 4 have been satisfied and, in disbursing funds to Borrower, may rely fully upon statements contained in the relevant Request for Advance . Neither Agent nor any of their its directors, officers, attorneys officers or employees shall be liable for any action taken or omitted to be taken by them it under or in connection with the Loan Documents, except for its or their own gross negligence or willful misconduct. 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 desirabledesirable in the circumstances. Agent shall not be responsible to Lenders for any of Borrower's or any Guarantor's recitals, statements, representations or warranties contained in any of the Loan Documentsthis Agreement, or in any certificate or other document referred to or provided for in, or received by any Lender under, the Loan Documentsthis Agreement, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any of the Loan Documents document referred to or provided for herein or for any failure by Borrower or any Guarantor to perform any of their its obligations hereunder or thereunderhereunder. Agent may may, after consultation with Lenders, employ 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 relationship between Agent and each Lender of the Lenders is only that of agent and principal and has no fiduciary aspects, and Agent’s duties hereunder are acknowledged to be only ministerial and not involving the exercise of discretion on its part. Nothing in the Loan Documents this Agreement or elsewhere contained shall be construed to impose on Agent any duties or responsibilities other than those for which express provision is therein herein made. In performing its duties and functions hereunder, 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 Borrower or any of its beneficiaries or other creditorsBorrower. As to any matters not expressly provided for by this Agreement (including, without limitation, enforcement or collection of the Loan DocumentsNote), 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 all Lenders and such instructions shall be binding upon all Lenders and all holders of the NotesLenders; provided, however, that Agent shall not be required to take any action which exposes Agent to personal liability or which is contrary to the Loan Documents this Agreement or applicable law. 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 Agent may have as a matter of law; provided, however, Agent shall not, without the consent of 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 the Required Lenders. 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 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 (except as provided in Section 13.2 hereof), or (vii) would amend this sentence. For purposes of this paragraph, a Lender shall be deemed to have consented to any such action by 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 Agent notice, complying with the provision of Section 16.2 hereof, to the contrary. Agent shall not have liability to Lenders for failure or delay in exercising any right or power possessed by Agent pursuant to the Loan Documents or otherwise unless such failure or delay is caused by the gross negligence of the Agent.

Responsibility of Agent. It is expressly understood and agreed that the obligations of the Agent under the Loan Documents hereunder are only those expressly set forth in the Loan Documents, or as may be imposed by applicable law, this Agreement and that Agent, as the case may be, Agent shall be entitled to assume that no Default or Event of Default Default, and no event which with the passage of time, or the giving of notice, would constitute an Event of Default, has occurred and is continuing, unless Agent, as the case may be, Agent has actual knowledge of such fact fact. Except to the extent Agent is required by the Lenders pursuant to the express terms hereof to take, or has received notice refrain from taking, a Lender or Borrower that such Lender or Borrower consider that a Default or an Event of Default has occurred and is continuing and specifying specific action, the nature thereof. Neither Agent nor any of their directors, officers, attorneys or employees shall be liable for entitled to use its discretion with respect to exercising or refraining from exercising any rights which may be vested in it by, or with respect to taking or refraining from taking any action taken or omitted actions that it may be able to be taken by them take under or in connection with respect of, this Agreement and the Loan Documents, except for its or their own gross negligence or willful misconduct. The Agent shall incur no liability under or in respect of any of this Agreement and 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 that it may do or refrain from doing in the reasonable exercise of its judgment, or which that may seem to it to be necessary or desirable. Agent shall not be responsible to Lenders for any of Borrower's or any Guarantor's recitals, statements, representations or warranties contained in any of desirable under the Loan Documents, or in any certificate or other document referred to or provided for in, or received by any Lender under, the Loan Documents, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of or any of the Loan Documents or for any failure by Borrower or any Guarantor to perform any of their obligations hereunder or thereunder. Agent may employ 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 carecircumstances. The relationship between the Agent and each Lender is only and shall be that of agent and principal only and has no fiduciary aspects. Nothing in the Loan Documents or elsewhere nothing herein shall be construed to constitute the Agent a joint venturer with any Lender, a trustee or fiduciary for any of the Lenders or for the holder of a participation therein nor impose on the Agent any duties or responsibilities and obligations other than those for which express provision is therein made. In performing its duties and functions hereunder, 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 Borrower or any of its beneficiaries or other creditors. As to any matters not expressly provided for by the Loan Documents, 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 all Lenders and such instructions shall be binding upon all Lenders and all holders of the Notes; provided, however, that Agent shall not be required to take any action which is contrary to the Loan Documents or applicable law. 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 Agent may have as a matter of law; provided, however, Agent shall not, without the consent of 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 the Required Lenders. 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 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 (except as provided in Section 13.2 hereof), or (vii) would amend this sentence. For purposes of this paragraph, a Lender shall be deemed to have consented to any such action by 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 Agent notice, complying with the provision of Section 16.2 hereof, to the contrary. Agent shall not have liability to Lenders for failure or delay in exercising any right or power possessed by Agent pursuant to the Loan Documents or otherwise unless such failure or delay is caused by the gross negligence of the Agentset forth herein.

Responsibility of Agent. It is expressly understood and agreed that the obligations of Agent under the Loan DIP Financing Documents are only those expressly set forth in the Loan Documents, or as may be imposed by applicable law, DIP Financing Documents and that Agent, as the case may be, Agent shall be entitled to assume that no Default or Event of Default has occurred and is continuing, unless Agent, as the case may be, Agent has actual knowledge of such fact or has received notice from Borrower or a Lender or Borrower that such Lender or Borrower consider that a Default or an Event of Default has occurred and is continuing and specifying the nature thereof. Neither Agent nor any of their its directors, officers, attorneys officers or employees shall be liable for any action taken or omitted to be taken by them it under or in connection with the Loan DIP Financing Documents, except for its or their own gross negligence or willful misconduct. Agent shall incur no liability under or in respect of any of the Loan DIP Financing 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 judgmentjudgment or discretion, or which may seem to it to be necessary or desirabledesirable in the premises. Agent shall not be responsible to Lenders for any of Borrower's or any Guarantor's recitals, statements, representations or warranties contained in any of the Loan Documentsthis Agreement, or in any certificate or other document referred to or provided for in, or received by any Lender under, the Loan Documentsthis Agreement, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any of the Loan Documents document referred to or provided for herein or for any failure by any Borrower or any Guarantor to perform any of their its obligations hereunder or thereunderhereunder. Agent may employ 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 relationship between Agent and each Lender of the Lenders is only that of agent and principal and has no fiduciary aspects. Nothing in the Loan Documents this Agreement or elsewhere contained shall be construed to impose on Agent any duties or responsibilities other than those for which express provision is therein herein made. In performing its duties and functions hereunder, 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 Borrower or any of its beneficiaries or other creditorsBorrower. As to any matters not expressly provided for by the Loan Documentsthis Agreement, 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 all Lenders and such instructions shall be binding upon all Lenders and all holders of the NotesLenders; providedPROVIDED, howeverHOWEVER, that Agent shall not be required to take any action which exposes Agent to personal liability or which is contrary to the Loan Documents this Agreement or applicable law. 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 Agent may have as a matter of law; provided, however, Agent shall not, without the consent of 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 the Required Lenders. 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 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 (except as provided in Section 13.2 hereof), or (vii) would amend this sentence. For purposes of this paragraph, a Lender shall be deemed to have consented to any such action by 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 Agent notice, complying with the provision of Section 16.2 hereof, to the contrary. Agent shall not have liability to Lenders for failure or delay in exercising any right or power possessed by Agent pursuant to the Loan Documents or otherwise unless such failure or delay is caused by the gross negligence of the Agent.

Responsibility of Agent. It is expressly understood and agreed that the obligations of Agent under the Loan Documents hereunder are only those expressly set forth in the Loan Documents, or as may be imposed by applicable law, this Agreement and that Agent, as the case may be, Agent shall be entitled to assume that no Default or Event of Default Default, has occurred and is continuing, unless Agent, as the case may be, Agent has actual knowledge of such fact or has received notice from fact. Except to the extent Agent is required by Lenders pursuant to the express terms hereof to take a Lender or Borrower that such Lender or Borrower consider that a Default or an Event of Default has occurred and is continuing and specifying the nature thereof. Neither specific action, Agent nor any of their directors, officers, attorneys or employees shall be liable for entitled to use its discretion with respect to exercising or refraining from exercising any rights which may be vested in it by, or with respect to taking or refraining from taking any action taken or omitted actions that it may be able to be taken by them take under or in connection with respect of, this Agreement and the Loan Documents, except for its or their own gross negligence or willful misconduct. Agent shall incur no liability under or in respect of any of this Agreement and 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 that it may do or refrain from doing in the reasonable exercise of its judgment, or which that may seem to it to be necessary or desirabledesirable under the circumstances. It is agreed among Agent and Lenders that Agent shall not be responsible have no responsibility to Lenders for any carry out audits or otherwise examine the books and records or properties of Borrower's or any Guarantor's recitals, statements, representations or warranties contained in any of the Loan Documents, or in any certificate or other document referred to or provided for in, or received by any Lender under, the Loan Documents, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of or any of the Loan Documents or for any failure by Borrower or any Guarantor to perform any of their obligations hereunder or thereunder. Agent may employ agents and attorneys-in-fact and shall not be answerableBorrowers, except as to money Agent in its sole discretion deems appropriate 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 relationship between Agent and each Lender is only that of agent and principal and has no fiduciary aspects. Nothing in the Loan Documents or elsewhere shall be construed to impose on Agent any duties or responsibilities other than those for which express provision is therein made. In performing its duties and functions hereunder, 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 Borrower or any of its beneficiaries or other creditors. As to any matters not expressly provided for by the Loan Documents, 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 all Lenders and such instructions shall be binding upon all Lenders and all holders of the Notes; provided, however, that Agent shall not be required to take any action which is contrary to the Loan Documents or applicable law. 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 Agent may have as a matter of law; provided, however, Agent shall not, without the consent of 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 the Required Lenders. 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 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 (except as provided in Section 13.2 hereof), or (vii) would amend this sentence. For purposes of this paragraph, a Lender shall be deemed to have consented to any such action by 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 Agent notice, complying with the provision of Section 16.2 hereof, to the contrary. Agent shall not have liability to Lenders for failure or delay in exercising any right or power possessed by Agent pursuant to the Loan Documents or otherwise unless such failure or delay is caused by the gross negligence of the Agent.expressly required

Responsibility of Agent. It is expressly understood and agreed that the obligations of Agent under the Loan Documents are only those expressly set forth in the Loan Documents, or Documents as may be imposed by applicable law, to each and that Agent, as the case may be, shall be entitled to assume that no Default or Event of Default has occurred and is continuing, unless Agent, as the case may be, Agent has actual knowledge of such fact or has received notice from a Lender Bank or the Borrower that such Lender Bank or the Borrower consider considers that a Default or an Event of Default has occurred and is continuing and specifying the nature thereof. Neither Agent nor any of their its directors, officers, attorneys or employees shall be liable for any action taken or omitted to be taken by them under or in connection with the Loan Documents, except for its or their own gross negligence or willful misconduct. 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. Agent shall not be responsible to Lenders Banks for any of the Borrower's or any Guarantor's recitals, statements, representations or warranties contained in any of the Loan Documents, or in any certificate or other document referred to or provided for in, or received by any Lender Bank under, the Loan Documents, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of or any of the Loan Documents or for any failure by the Borrower or any Guarantor to perform any of their its obligations hereunder or thereunder. Agent may employ 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 relationship between Agent and each Lender Bank is only that of agent and principal and has no fiduciary aspects. Nothing in the Loan Documents or elsewhere shall be construed to impose on Agent any duties or responsibilities other than those for which express provision is therein made. In performing its duties and functions hereunder, 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 Borrower or any of its beneficiaries or other creditors. As to any matters not expressly provided for by the Loan Documents, 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 all Lenders Banks and such instructions shall be binding upon all Lenders Banks and all holders of the Notes; provided, however, that Agent shall not be required to take any action which is contrary to the Loan Documents or applicable law. 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)Banks, any and all rights afforded to Agent, as the case may be, Agent by the Loan Documents or which Agent may have as a matter of law; provided, however, Agent shall notnot (i) except as provided in Section 7(b) hereof, without the consent of LendersMajority Banks designate the amount of the Borrowing Base or the Monthly Commitment Reduction or (ii) without the consent of all 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 the Required Lendersall Banks. Provided further, however, that no amendment, waiver, or other action shall be effected pursuant to the preceding sentence clause (ii) without the consent of all Lenders Banks which: (i) would increase the Borrowing Base or decrease the Monthly Commitment amount of any LenderReduction, (ii) would reduce any fees hereunder, or the principal of, or the interest on, any LenderBank's Note or Notes, (iii) would postpone any date fixed for any payment of any fees hereunder, or any principal or interest of any LenderBank's Note or Notes, (iv) would materially increase any LenderBank's obligations hereunder or would materially alter Agent's obligations to any Lender Bank hereunder, (v) would release Borrower from its obligation to pay any LenderBank's Note or Notes, (vi) would release any of the Guaranty and/or the Collateral (except as provided in Section 13.2 hereof)Collateral, or (vii) would change the definition of all Banks, (viii) would amend, modify or change any provision of this Agreement requiring the consent of all the Banks, (ix) 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 (x) would extend the Revolving Maturity Date or (xi) would amend this sentence or the previous sentence. For purposes of this paragraph, a Lender shall be deemed to have consented to any such action by 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 Agent notice, complying with the provision of Section 16.2 hereof, to the contrary. Agent shall not have liability to Lenders Banks for failure or delay in exercising any right or power possessed by Agent pursuant to the Loan Documents or otherwise unless such failure or delay is caused by the gross negligence of the Agent, in which case only the Agent responsible for such gross negligence shall have liability therefor to the Banks.

Responsibility of Agent. It is expressly understood and agreed that the obligations of Agent under the Loan Documents are only those expressly set forth in the Loan Documents, or as may be imposed by applicable law, Documents and that Agent, as the case may be, Agent shall be entitled to assume that no Default default or Event of Default has occurred and is continuing, unless Agent, as the case may be, Agent has actual knowledge of such fact or has received notice from a Lender Bank or the Borrower that such Lender Bank or Borrower consider considers that a Default default or an Event of Default has occurred and is continuing and specifying the nature thereof. Neither Agent nor any of their its directors, officers, attorneys or employees shall be liable for any action taken or omitted to be taken by them it under or in connection with the Loan Documents, except for its or their own gross negligence or willful misconduct. Subject to the immediately preceding sentence, 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. Agent shall not be responsible to Lenders Banks for any of Borrower's or any Guarantor's recitals, statements, representations or warranties contained in any of the Loan Documents, or in any certificate or other document referred to or provided for in, or received by any Lender Bank under, the Loan Documents, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of any of the Collateral or any of the Loan Documents or for any failure by Borrower or any Guarantor to perform any of their its obligations hereunder or thereunder. Agent may employ agents and attorneys-in-fact and shall not be answerable, except as to money or securities received (or any Collateral possessed) 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 relationship between Agent and each Lender Bank is only that of agent and principal and has no fiduciary aspects. Nothing in the Loan Documents or elsewhere shall be construed to impose on Agent any duties or responsibilities other than those for which express provision is therein made. In performing its duties and functions hereunder, 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 Borrower or any of its beneficiaries or other creditors. As to any matters not expressly provided for by the Loan DocumentsDocuments (including, without limitation, enforcement or collection of the Notes), 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 all Lenders Banks and such instructions shall be binding upon all Lenders Banks and all holders of the Notes; provided, however, that Agent shall not be required to take any action which is contrary to the Loan Documents or applicable law. 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)Banks, any and all rights afforded to Agent, as the case may be, Agent by the Loan Documents or which Agent may have as a matter of law; provided, however, Agent shall not, not without the consent of Lenders, Majority Banks take any other action with regard to amending the Loan Documents, waiving waive any default under the Loan Documents or taking take any other action with respect to the Loan Documents which requires consent Documents, except as set forth in Section 14 hereof. Agent shall have the right and authority without necessity of notice or liability to the Banks to release Collateral, if proceeds from such sale equal to 100% of the Required Lenders. Provided further, however, that no amendment, waiver, or other action shall be effected pursuant value for Borrowing Base purposes of such Collateral is paid to Agent for the preceding sentence without ratable benefit of the consent Banks as a prepayment 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 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 (except as provided in Section 13.2 hereof), or (vii) would amend this sentence. For purposes of this paragraph, a Lender Bank shall be deemed to have consented to any such action by the Agent upon the passage of five ten (510) Business Days after written notice thereof is given to such Lender Bank in accordance with Section 16.2. 16 hereof, unless such Lender Bank shall have previously given Agent notice, complying with the provision of Section 16.2 16 hereof, to the contrary. Agent shall not have no liability to Lenders Banks for failure or delay in exercising any right or power possessed by Agent pursuant to the Loan Documents or otherwise unless such failure or delay is caused by the gross negligence or willful misconduct of the Agent.

Responsibility of Agent. It is expressly understood and agreed that the obligations of Agent under the Loan Documents are only those expressly set forth in the Loan Documents, or Documents as may be imposed by applicable law, to each and that Agent, as the case may be, Agent shall be entitled to assume that no Default or Event of Default has occurred and is continuing, unless Agent, as the case may be, Agent has actual knowledge of such fact or has received notice from a Lender or Borrower the Borrowers that such Lender or Borrower the Borrowers consider that a Default or an Event of Default has occurred and is continuing and specifying the nature thereof. Neither Agent nor any of their its directors, officers, attorneys or employees shall be liable for any action taken or omitted to be taken by them under or in connection with the Loan Documents, except for its or their own gross negligence or willful misconduct. 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. None of the Co-Documentation Agents, the Syndication Agent, the Arrangers nor the Sole Bookrunner shall have any responsibilities as an agent hereunder. Agent shall not be responsible to Lenders for any of Borrower's or any Guarantor's the Borrowers' recitals, statements, representations or warranties contained in any of the Loan Documents, or in any certificate or other document referred to or provided for in, or received by any Lender under, the Loan Documents, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of or any of the Loan Documents or for any failure by Borrower or any Guarantor the Borrowers to perform any of their obligations hereunder or thereunder. Agent may employ 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 relationship between Agent and each Lender is only that of agent and principal and has no fiduciary aspects. Nothing in the Loan Documents or elsewhere shall be construed to impose on Agent any duties or responsibilities other than those for which express provision is therein made. In performing its duties and functions hereunder, 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 Borrower the Borrowers or any of its their beneficiaries or other creditors. As to any matters not expressly provided for by the Loan Documents, 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 all Lenders and such instructions shall be binding upon all Lenders and all holders of the Notes; provided, however, that Agent shall not be required to take any action which is contrary to the Loan Documents or applicable law. 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)Lenders, any and all rights afforded to Agent, as the case may be, Agent by the Loan Documents or which Agent may have as a matter of law; provided, however, Agent shall not, not 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 the Required LendersDocuments. 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: (ia) would increase the Commitment amount of any LenderBorrowing Base, (iib) would reduce any fees hereunder, or the principal of, or the interest on, any Lender's Note or Notes, (iiic) would postpone any date fixed for any payment of any fees hereunder, or any principal or interest of any Lender's Note or Notes, (ivd) would increase the aggregate Commitments or any Lender's obligations individual Commitment hereunder or would materially alter Agent's obligations to any Lender hereunder, (ve) would release Borrower Borrowers from its their obligation to pay any Lender's Note or Notes, (vif) would change the definition of Majority Lenders or Required Lenders, (g) would waive any of the conditions precedent to the Effective Date (h) would extend the Revolving Maturity Date (i) would release or substitute any Collateral except for releases or substitutions of Collateral sold in compliance with the Guaranty and/or the Collateral (except as provided in Section 13.2 hereof), provisions of Subsection 13(a)(ii) hereof or (viij) would amend this sentence or the previous sentence. For purposes of this paragraph, a Lender shall be deemed to have consented to any such action by 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 Agent notice, complying with the provision of Section 16.2 hereof, to the contrary. Agent shall not have liability to Lenders for failure or delay in exercising any right or power possessed by Agent pursuant to the Loan Documents or otherwise unless such failure or delay is caused by the gross negligence of the Agent, in which case only the Agent responsible for such gross negligence shall have liability therefor to the Lenders. Notwithstanding the payment in full of all other indebtedness, liabilities and obligations of the Borrowers under the Loan Documents nor anything to the contrary herein or in any other Loan Document, except for releases of Collateral in connection with sales made in accordance with clauses (A), (B) and (D) of Subsection 13(a)(ii), the Agent shall not release any of the Collateral without the prior written consent of each Person that is a North Coast Counterparty on the date of such proposed release.

Responsibility of Agent. It is expressly understood and agreed that the obligations of Agent under the Loan Documents are only those expressly set forth in the Loan Documents, or as may be imposed by applicable law, Documents and that Agent, as the case may be, Agent shall be entitled to assume that no Default default or Event of Default has occurred and is continuing, unless Agent, as the case may be, Agent has actual knowledge of such fact or has received notice from a Lender or Borrower Bank that such Lender or Borrower consider Bank considers that a Default default or an Event of Default has occurred and is continuing and specifying the nature thereof. Neither Agent nor any of their its directors, officers, attorneys officers or employees shall be liable for any action taken or omitted to be taken by them it under or in connection with the Loan Documents, except for its or their own gross negligence or willful misconduct. 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. Agent shall not be responsible to Lenders Banks for any of Borrower's or any Guarantor's recitals, statements, representations or warranties contained in any of the Loan Documents, or in any certificate or other document referred to or provided for in, or received by any Lender Bank under, the Loan Documents, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of any of the Collateral or any of the Loan Documents or for any failure by Borrower or any Guarantor to perform any of their obligations hereunder or thereunder. Agent may employ 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 relationship between Agent and each Lender Bank is only that of agent and principal and has no fiduciary aspects. Nothing in the Loan Documents or elsewhere shall be construed to impose on Agent any duties or responsibilities other than those for which express provision is therein made. In performing its duties and functions hereunder, 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 Borrower or any of its beneficiaries their shareholders or other creditors. As to any matters not expressly provided for by the Loan DocumentsDocuments (including, without limitation, enforcement or collection of the Notes), 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 all Lenders Banks and such instructions shall be binding upon all Lenders Banks and all holders of the Notes; provided, however, that Agent shall not be required to take any action which is contrary to the Loan Documents or applicable law. 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)Banks, any and all rights afforded to Agent, as the case may be, Agent by the Loan Documents or which Agent may have as a matter of law; provided, however, that Agent shall notnot (i) except as provided herein and in Section 7(b) hereof, without the consent of Lenders, Majority Banks designate the amount of the Borrowing Base or the Monthly Commitment Reduction or (ii) 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 the Required LendersDocuments. Provided further, however, that no amendment, waiver, or other action shall be effected pursuant to the preceding sentence clause (ii) without the consent of all Lenders Banks which: (i) would increase the Borrowing Base or decrease the Monthly Commitment amount of any LenderReduction, (ii) would reduce any fees hereunder, or the principal of, or the interest on, any Lender's Bank’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 Bank’s Note or Notes, (iv) would increase the aggregate Commitment or any Lender's obligations Bank’s individual Commitment hereunder or would materially alter Agent's ’s obligations to any Lender Bank hereunder, (v) would release Borrower from its obligation to pay any Lender's Bank’s Note or Notes, (vi) would release change the Guaranty and/or the Collateral (except as provided in Section 13.2 hereof)definition of Majority Banks, or (vii) would amend, modify or change any provision of this Agreement requiring the consent of all the Banks, (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. Agent shall have the right and authority without necessity of notice or liability to the Banks to release (i) Collateral in amounts of up to $1,000,000 in the aggregate between Borrowing Base redeterminations and (ii) in addition to amounts released pursuant to (i) above, additional Collateral if 100% of the net proceeds from the sale of such Collateral, after payment of superior lien indebtedness and taxes relating thereto, is paid to Agent for the ratable benefit of the Banks as a prepayment of the Notes; provided, however, that Agent’s right to release Collateral hereunder shall be limited to releases of Collateral the net sale proceeds of which shall not exceed, in the aggregate, on an annual basis, $5,000,000.00. For purposes of this paragraph, a Lender Bank shall be deemed to have consented to any such action by the Agent upon the passage of five ten (510) Business Days after written notice thereof is given to such Lender Bank in accordance with Section 16.2. 16 hereof, unless such Lender Bank shall have previously given Agent notice, complying with the provision of Section 16.2 16 hereof, to the contrary. Agent shall not have no liability to Lenders Banks for failure or delay in exercising any right or power possessed by Agent pursuant to the Loan Documents or otherwise unless such failure or delay is caused by the gross negligence of the Agent.

Responsibility of Agent. It is expressly understood and agreed that ----------------------- the obligations of the Agent under the Loan Documents hereunder are only those expressly set forth in the Loan Documents, or as may be imposed by applicable law, this Agreement and that Agent, as the case may be, Agent shall be entitled to assume that no Default or Event of Default Default, and no event which with the passage of time, or the giving of notice, would constitute an Event of Default, has occurred and is continuing, unless Agent, as the case may be, Agent has actual knowledge of such fact or has received notice from fact. Except to the extent Agent is required by the Lenders pursuant to the express terms hereof to take a Lender or Borrower that such Lender or Borrower consider that a Default or an Event of Default has occurred and is continuing and specifying specific action, the nature thereof. Neither Agent nor any of their directors, officers, attorneys or employees shall be liable for entitled to use its discretion with respect to exercising or refraining from exercising any rights which may be vested in it by, or with respect to taking or refraining from taking any action taken or omitted actions that it may be able to be taken by them take under or in connection with respect of, this Agreement and the Loan Documents, except for its or their own gross negligence or willful misconduct. The Agent shall incur no liability under or in respect of any of this Agreement and 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 that it may do or refrain from doing in the reasonable exercise of its judgment, or which that may seem to it to be necessary or desirable. Agent shall not be responsible to Lenders for any of Borrower's or any Guarantor's recitals, statements, representations or warranties contained in any of desirable under the Loan Documents, or in any certificate or other document referred to or provided for in, or received by any Lender under, the Loan Documents, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of or any of the Loan Documents or for any failure by Borrower or any Guarantor to perform any of their obligations hereunder or thereunder. Agent may employ 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 carecircumstances. The relationship between the Agent and each Lender is only and shall be that of agent and principal only and has no fiduciary aspects. Nothing in the Loan Documents or elsewhere nothing herein shall be construed to constitute the Agent a joint venturer with any Lender, a trustee or fiduciary for any of the Lenders or for the holder of a participation therein nor impose on the Agent any duties or responsibilities and obligations other than those for which express provision is therein made. In performing its duties and functions hereunder, 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 Borrower or any of its beneficiaries or other creditors. As to any matters not expressly provided for by the Loan Documents, 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 all Lenders and such instructions shall be binding upon all Lenders and all holders of the Notes; provided, however, that Agent shall not be required to take any action which is contrary to the Loan Documents or applicable law. 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 Agent may have as a matter of law; provided, however, Agent shall not, without the consent of 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 the Required Lenders. 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 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 (except as provided in Section 13.2 hereof), or (vii) would amend this sentence. For purposes of this paragraph, a Lender shall be deemed to have consented to any such action by 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 Agent notice, complying with the provision of Section 16.2 hereof, to the contrary. Agent shall not have liability to Lenders for failure or delay in exercising any right or power possessed by Agent pursuant to the Loan Documents or otherwise unless such failure or delay is caused by the gross negligence of the Agentset forth herein.

Responsibility of Agent. It is expressly understood and agreed that the obligations of Agent under the Loan Documents are only those expressly set forth in the Loan Documents, or as may be imposed by applicable law, Documents and that Agent, as the case may be, Agent shall be entitled to assume that no Default or Event of Default has occurred and is continuing, unless Agent, as the case may be, Agent has actual knowledge of such fact or has received notice from a Lender or Borrower the Borrowers that such Lender or Borrower the Borrowers consider that a Default or an Event of Default has occurred and is continuing and specifying the nature thereof. Neither Agent nor any of their its directors, officers, attorneys or employees shall be liable for any action taken or omitted to be taken by them under or in connection with the Loan Documents, except for its or their own gross negligence or willful misconduct. 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. The Syndication Agent shall have no responsibilities as an agent hereunder. Agent shall not be responsible to Lenders for any of Borrower's the Borrowers' or any Guarantor's recitals, statements, representations or warranties contained in any of the Loan Documents, or in any certificate or other document referred to or provided for in, or received by any Lender under, the Loan Documents, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of or any of the Loan Documents or for any failure by Borrower the Borrowers or any Guarantor to perform any of their obligations hereunder or thereunder. Agent may employ 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 relationship between Agent and each Lender is only that of agent and principal and has no fiduciary aspects. Nothing in the Loan Documents or elsewhere shall be construed to impose on Agent any duties or responsibilities other than those for which express provision is therein made. In performing its duties and functions hereunder, 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 Borrower the Borrowers or any of its their beneficiaries or other creditors. As to any matters not expressly provided for by the Loan Documents, 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 all Lenders and such instructions shall be binding upon all Lenders and all holders of the Notes; provided, however, that Agent shall not be required to take any action which is contrary to the Loan Documents or applicable law. 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)Lenders, any and all rights afforded to Agent, as the case may be, Agent by the Loan Documents or which Agent may have as a matter of law; provided, however, Agent shall not, not (i) without the consent of all Lenders designate the amount of the Borrowing Base 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 Documents, releasing or substituting any Collateral (except as permitted in Section 15(q) hereof) or taking any other action with respect to the Loan Documents which requires consent of the Required LendersDocuments. Provided further, however, that no amendment, waiver, or other action shall be effected pursuant to the preceding sentence clause (ii) without the consent of all Lenders which: (ia) would increase the Commitment amount of any LenderBorrowing Base, (iib) would reduce any fees hereunder, or the principal of, or the interest on, any Lender's Note or Notes, (iiic) would postpone any date fixed for any payment of any fees hereunder, or any principal or interest of any Lender's Note or Notes, (ivd) would increase the aggregate Commitments or any Lender's obligations individual Commitment hereunder or would materially alter Agent's obligations to any Lender hereunder, (ve) would release Borrower Borrowers from its their obligation to pay any Lender's Note or Notes, (vif) would release change the Guaranty and/or definition of Majority Lenders, (g) would extend the Collateral (except as provided in Section 13.2 hereof), Maturity Date or (viih) would amend this sentence or the previous sentence. For purposes of this paragraph, a Lender shall be deemed to have consented to any such action by 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 Agent notice, complying with the provision of Section 16.2 hereof, to the contrary. Agent shall not have liability to Lenders for failure or delay in exercising any right or power possessed by Agent pursuant to the Loan Documents or otherwise unless such failure or delay is caused by the gross negligence of the Agent, in which case only the Agent responsible for such gross negligence shall have liability therefor to the Lenders.

Responsibility of Agent. It is expressly understood and agreed that the obligations of Agent under the Loan Documents hereunder are only those expressly set forth in the Loan Documents, or as may be imposed by applicable law, this Agreement and that Agent, as the case may be, Agent shall be entitled to assume that no Default or Event of Default has occurred and is continuing, unless Agent, as the case may be, Agent has actual knowledge of such fact or has received notice from fact. Except to the extent Agent is required by Lender pursuant to the express terms hereof to take a Lender or Borrower that such Lender or Borrower consider that a Default or an Event of Default has occurred and is continuing and specifying the nature thereof. Neither specific action, Agent nor any of their directors, officers, attorneys or employees shall be liable for entitled to use its discretion with respect to exercising or refraining from exercising any rights which may be vested in it by, or with respect to taking or refraining from taking any action taken or omitted actions that it may be able to be taken by them take under or in connection with respect of, this Agreement and the Loan Documents, except for its or their own gross negligence or willful misconductFinancing Agreements. Agent shall incur no liability under or in respect of any of this Agreement and the Loan Documents Financing Agreements 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 that it may do or refrain from doing in the reasonable exercise of its judgment, or which that may seem to it to be necessary or desirabledesirable under the circumstances. It is agreed among Agent and Lender that Agent shall not be responsible have no responsibility to Lenders for any carry out audits or otherwise examine the books and records or properties of Borrower's or any Guarantor's recitals, statements, representations or warranties contained in any of the Loan Documents, or in any certificate or other document referred to or provided for in, or received by any Lender under, the Loan Documents, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of or any of the Loan Documents or for any failure by Borrower or any Guarantor to perform any of their obligations hereunder or thereunder. Agent may employ agents and attorneys-in-fact and shall not be answerable, except as to money Agent in its sole discretion deems appropriate 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 careas otherwise expressly required hereunder. The relationship between Agent and each Lender is only and shall be that of agent and principal only and has no fiduciary aspects. Nothing in the Loan Documents or elsewhere nothing herein shall be construed to constitute Agent a joint venturer with Lender, a trustee or fiduciary for Lender or for the holder of a participation therein nor impose on Agent any duties or responsibilities and obligations other than those for which express provision is therein made. In performing its duties and functions hereunder, 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 Borrower or any of its beneficiaries or other creditors. As to any matters not expressly provided for by the Loan Documents, 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 all Lenders and such instructions shall be binding upon all Lenders and all holders of the Notes; provided, however, that Agent shall not be required to take any action which is contrary to the Loan Documents or applicable law. 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 Agent may have as a matter of law; provided, however, Agent shall not, without the consent of 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 the Required Lenders. 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 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 (except as provided in Section 13.2 hereof), or (vii) would amend this sentence. For purposes of this paragraph, a Lender shall be deemed to have consented to any such action by 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 Agent notice, complying with the provision of Section 16.2 hereof, to the contrary. Agent shall not have liability to Lenders for failure or delay in exercising any right or power possessed by Agent pursuant to the Loan Documents or otherwise unless such failure or delay is caused by the gross negligence of the Agentset forth herein.

Responsibility of Agent. It is expressly understood and agreed that the obligations of Agent under the Loan Documents are only those expressly set forth in the Loan Documents, or as may be imposed by applicable law, Documents and that Agent, as the case may be, Agent shall be entitled to assume that no Default default or Event of Default has occurred and is continuing, unless Agent, as the case may be, Agent has actual knowledge of such fact or has received notice from a Lender or Borrower Holder that such Lender or Borrower consider Holder considers that a Default default or an Event of Default has occurred and is continuing and specifying the nature thereof. Neither Agent Agent, nor the Majority Holders, nor any of their directors, officers, attorneys general partners, representatives or employees agents, shall be liable for any action taken or omitted to be taken by them it under or in connection with the Loan Documents, except for its or their own gross negligence or willful misconduct. 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 desirabledesirable in the circumstances. Agent shall not be responsible to Lenders the Holders for any of Borrower's or any Guarantor's recitals, statements, representations or warranties contained in any of the Loan Documentsthis Agreement, or in any certificate or other document referred to or provided for in, or received by any Lender Holder under, the Loan Documentsthis Agreement, or for the value, validity, effectiveness, genuinenessgenuiness, enforceability or sufficiency of this Agreement or any of the Loan Documents documents referred to or provided for herein or for any failure by Borrower or any Guarantor the Company to perform any of their its obligations hereunder or thereunderhereunder. Agent may employ 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 carein its sole and absolute discretion. The relationship between Agent and each Lender of the Holders is only that of agent and principal and has no fiduciary aspects, and Agent's duties hereunder are acknowledged to be only that of agent and principal and has no fiduciary aspects, and agent's duties hereunder are acknowledged to be only ministerial and not involving the exercise of discretion on its part. Nothing in the Loan Documents this Agreement or elsewhere contained shall be construed to impose on Agent any duties or responsibilities other than those for which express provision is therein herein made. In performing its duties and functions hereunder, 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 Borrower or any of its beneficiaries or other creditorsthe Company. As to any matters not expressly provided for by this Agreement (including, without limitation, enforcement or collection of the Loan DocumentsNotes), Agent shall not be required to exercise any discretion or take any action, 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 all Lenders Majority Holders and such instructions shall be binding upon all Lenders and all holders of the NotesHolders; provided, however, that Agent shall not be required to take any action which exposes Agent to personal liability or which is contrary to the Loan Documents this Agreement or applicable law. Agent shall have the right to exercise or refrain from exercising, without notice or liability Any protections provided to the Lenders (except as otherwise provided for in Agent under this Agreement or by applicable law), any and all rights afforded to Agent, as the case may be, by the Loan Documents or which Agent may have as a matter of law; provided, however, Agent shall not, without the consent of Lenders, take any other action with regard to amending the Loan Documents, waiving any default under the Loan Documents or taking any other action Section 9.13 with respect to the Loan Documents which requires consent of the Required Lenders. Provided further, however, that no amendment, waiver, or other action any Holder shall be effected pursuant also apply 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 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 (except as provided in Section 13.2 hereof), or (vii) would amend this sentence. For purposes of this paragraph, a Lender shall be deemed to have consented to any such action by 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 Agent notice, complying with the provision of Section 16.2 hereof, to the contrary. Agent shall not have liability to Lenders for failure or delay in exercising any right or power possessed by Agent pursuant to the Loan Documents or otherwise unless such failure or delay is caused by the gross negligence of the AgentMajority Holder.

Responsibility of Agent. It is expressly understood and agreed that the obligations of Agent under the Loan Documents hereunder are only those expressly set forth in the Loan Documents, or as may be imposed by applicable law, this Agreement and that Agent, as the case may be, Agent shall be entitled to assume that no Default or Event of Default Default, has occurred and is continuing, unless Agent, as the case may be, Agent has actual knowledge of such fact or has received notice from fact. Except to the extent Agent is required by Lenders pursuant to the express terms hereof to take a Lender or Borrower that such Lender or Borrower consider that a Default or an Event of Default has occurred and is continuing and specifying the nature thereof. Neither specific action, Agent nor any of their directors, officers, attorneys or employees shall be liable for entitled to use its discretion with respect to exercising or refraining from exercising any rights which may be vested in it by, or with respect to taking or refraining from taking any action taken or omitted actions that it may be able to be taken by them take under or in connection with respect of, this Agreement and the Loan Documents, except for its or their own gross negligence or willful misconduct. Agent shall incur no liability under or in respect of any of this Agreement and 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 that it may do or refrain from doing in the reasonable exercise of its judgment, or which that may seem to it to be necessary or desirabledesirable under the circumstances. It is agreed among Agent and Lenders that Agent shall not be responsible have no responsibility to Lenders for any carry out audits or otherwise examine the books and records or properties of Borrower's or any Guarantor's recitals, statements, representations or warranties contained in any of the Loan Documents, or in any certificate or other document referred to or provided for in, or received by any Lender under, the Loan Documents, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of or any of the Loan Documents or for any failure by Borrower or any Guarantor to perform any of their obligations hereunder or thereunder. Agent may employ agents and attorneys-in-fact and shall not be answerableBorrowers, except as to money Agent in its sole discretion deems appropriate 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 careas otherwise expressly required hereunder. The relationship between Agent and each Lender is only and shall be that of agent and principal only and has no fiduciary aspects. Nothing in the Loan Documents or elsewhere nothing herein shall be construed to constitute Agent a joint venturer with any Lender, a trustee or fiduciary for any of Lenders or for the holder of a participation therein nor impose on Agent any duties or responsibilities and obligations other than those for which express provision is therein made. In performing its duties and functions hereunder, 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 Borrower or any of its beneficiaries or other creditors. As to any matters not expressly provided for by the Loan Documents, 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 all Lenders and such instructions shall be binding upon all Lenders and all holders of the Notes; provided, however, that Agent shall not be required to take any action which is contrary to the Loan Documents or applicable law. 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 Agent may have as a matter of law; provided, however, Agent shall not, without the consent of 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 the Required Lenders. 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 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 (except as provided in Section 13.2 hereof), or (vii) would amend this sentence. For purposes of this paragraph, a Lender shall be deemed to have consented to any such action by 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 Agent notice, complying with the provision of Section 16.2 hereof, to the contrary. Agent shall not have liability to Lenders for failure or delay in exercising any right or power possessed by Agent pursuant to the Loan Documents or otherwise unless such failure or delay is caused by the gross negligence of the Agentset forth herein.

Responsibility of Agent. It is expressly understood and agreed that the obligations of Agent under the Loan Documents hereunder are only those expressly set forth in the Loan Documents, or as may be imposed by applicable law, this Agreement and that Agent, as the case may be, Agent shall be entitled to assume that no Default or Event of Default has occurred and is continuing, unless Agent, as the case may be, Agent has actual knowledge of such fact or has received notice from fact. Except to the extent Agent is required by Lender pursuant to the express terms hereof to take a Lender or Borrower that such Lender or Borrower consider that a Default or an Event of Default has occurred and is continuing and specifying the nature thereof. Neither specific action, Agent nor any of their directors, officers, attorneys or employees shall be liable for entitled to use its discretion with respect to exercising or refraining from exercising any rights which may be vested in it by, or with respect to taking or refraining from taking any action taken or omitted actions that it may be able to be taken by them take under or in connection with respect of, this Agreement and the Loan Documents, except for its or their own gross negligence or willful misconductFinancing Agreements. Agent shall incur no liability under or in respect of any of this Agreement and the Loan Documents Financing Agreements 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 that it may do or refrain from doing in the reasonable exercise of its judgment, or which that may seem to it to be necessary or desirabledesirable under the circumstances. It is agreed among Agent and Lender that Agent shall not be responsible have no responsibility to Lenders for any carry out audits or otherwise examine the books and records or properties of Borrower's or any Guarantor's recitals, statements, representations or warranties contained in any of the Loan Documents, or in any certificate or other document referred to or provided for in, or received by any Lender under, the Loan Documents, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of or any of the Loan Documents or for any failure by Borrower or any Guarantor to perform any of their obligations hereunder or thereunder. Agent may employ agents and attorneys-in-fact and shall not be answerableBorrowers, except as to money Agent in its sole discretion deems appropriate 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 careas otherwise expressly required hereunder. The relationship between Agent and each Lender is only and shall be that of agent and principal only and has no fiduciary aspects. Nothing in the Loan Documents or elsewhere nothing herein shall be construed to constitute Agent a joint venturer with Lender, a trustee or fiduciary for Lender or for the holder of a participation therein nor impose on Agent any duties or responsibilities and obligations other than those for which express provision is therein made. In performing its duties and functions hereunder, 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 Borrower or any of its beneficiaries or other creditors. As to any matters not expressly provided for by the Loan Documents, 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 all Lenders and such instructions shall be binding upon all Lenders and all holders of the Notes; provided, however, that Agent shall not be required to take any action which is contrary to the Loan Documents or applicable law. 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 Agent may have as a matter of law; provided, however, Agent shall not, without the consent of 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 the Required Lenders. 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 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 (except as provided in Section 13.2 hereof), or (vii) would amend this sentence. For purposes of this paragraph, a Lender shall be deemed to have consented to any such action by 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 Agent notice, complying with the provision of Section 16.2 hereof, to the contrary. Agent shall not have liability to Lenders for failure or delay in exercising any right or power possessed by Agent pursuant to the Loan Documents or otherwise unless such failure or delay is caused by the gross negligence of the Agentset forth herein.

Responsibility of Agent. It is expressly understood and agreed that the obligations of Agent under the Loan Documents are only those expressly set forth in the Loan Documents, or Documents as may be imposed by applicable law, to each and that Agent, as the case may be, shall be entitled to assume that no Default or Event of Default has occurred and is continuing, unless Agent, as the case may be, Agent has actual knowledge of such fact or has received notice from a Lender or the Borrower that such Lender or the Borrower consider considers that a Default or an Event of Default has occurred and is continuing and specifying the nature thereof. Neither Agent nor any of their its directors, officers, attorneys or employees shall be liable for any action taken or omitted to be taken by them under or in connection with the Loan Documents, except for its or their own gross negligence or willful misconduct. 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. The Syndication Agent and the Arranger shall have no responsibilities as an agent hereunder. Agent shall not be responsible to Lenders for any of the Borrower's or any Guarantor's recitals, statements, representations or warranties contained in any of the Loan Documents, or in any certificate or other document referred to or provided for in, or received by any Lender under, the Loan Documents, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of or any of the Loan Documents or for any failure by the Borrower or any Guarantor to perform any of their its obligations hereunder or thereunder. Agent may employ 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 relationship between Agent and each Lender is only that of agent and principal and has no fiduciary aspects. Nothing in the Loan Documents or elsewhere shall be construed to impose on Agent any duties or responsibilities other than those for which express provision is therein made. In performing its duties and functions hereunder, 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 Borrower or any of its beneficiaries or other creditors. As to any matters not expressly provided for by the Loan Documents, 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 all Lenders and such instructions shall be binding upon all Lenders and all holders of the Notes; provided, however, that Agent shall not be required to take any action which is contrary to the Loan Documents or applicable law. 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)Lenders, any and all rights afforded to Agent, as the case may be, Agent by the Loan Documents or which Agent may have as a matter of law; provided, however, Agent shall notnot (i) except as provided herein and in Section 7(b) hereof, without the consent of Majority Lenders designate the amount of the Borrowing Base 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 the Required LendersDocuments. Provided further, however, that no amendment, waiver, or other action shall be effected pursuant to the preceding sentence clause (ii) without the consent of all Lenders which: (ia) would increase the Commitment amount of any LenderBorrowing Base, (iib) would reduce any fees hereunder, or the principal of, or the interest on, any Lender's Note or Notes, (iiic) would postpone any date fixed for any payment of any fees hereunder, or any principal or interest of any Lender's Note or Notes, (ivd) would increase the aggregate Commitment or any Lender's obligations individual Commitment hereunder or would materially alter Agent's obligations to any Lender hereunder, (ve) would release Borrower from its obligation to pay any Lender's Note or Notes, (vif) would change the definition of Majority Lenders or Required Lenders, (g) 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 (h) would extend the Revolving Maturity Date, or (i) would release the Guaranty and/or the Collateral (except as provided in Section 13.2 hereof)or substitute Collateral, or (viij) would amend this sentence or the previous sentence. For purposes of this paragraph, a Lender shall be deemed to have consented to any such action by 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 Agent notice, complying with the provision of Section 16.2 hereof, to the contrary. Agent shall not have liability to Lenders for failure or delay in exercising any right or power possessed by Agent pursuant to the Loan Documents or otherwise unless such failure or delay is caused by the gross negligence of the Agent, in which case only the Agent responsible for such gross negligence shall have liability therefor to the Lenders.

Responsibility of Agent. It is expressly understood and agreed that the obligations of Agent under the Loan Documents are only those expressly set forth in the Loan Documents, or as may be imposed by applicable law, Documents and that Agent, as the case may be, Agent shall be entitled to assume that no Default or Event of Default has occurred and is continuing, unless Agent, as the case may be, Agent has actual knowledge of such fact or has received notice from Borrower or a Lender or Borrower that such Lender or Borrower consider that a Default or an Event of Default has occurred and is continuing and specifying the nature thereof. Neither Agent nor any of their its directors, officers, attorneys officers or employees shall be liable for any action taken or omitted to be taken by them it under or in connection with the Loan Documents, except for its or their own gross negligence or willful misconduct. 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 judgmentjudgment or discretion, or which may seem to it to be necessary or desirabledesirable in the premises. Agent shall not be responsible to Lenders for any of Borrower's or any Guarantor's recitals, statements, representations or warranties contained in any of the Loan Documentsthis Agreement, or in any certificate or other document referred to or provided for in, or received by any Lender under, the Loan Documentsthis Agreement, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any of the Loan Documents document referred to or provided for herein or for any failure by Borrower or any Guarantor to perform any of their its obligations hereunder or thereunderhereunder. Agent may employ 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 relationship between Agent and each Lender of the Lenders is only that of agent and principal and has no fiduciary aspects. Nothing in the Loan Documents this Agreement or elsewhere contained shall be construed to impose on Agent any duties or responsibilities other than those for which express provision is therein herein made. In performing its duties and functions hereunder, 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 Borrower or any of its beneficiaries or other creditorsBorrower. As to any matters not expressly provided for by this Agreement (including, without limitation, enforcement or collection of the Loan DocumentsTerm Notes), 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 all Lenders and such instructions shall be binding upon all Lenders and all holders of the Term Notes; providedPROVIDED, howeverHOWEVER, that Agent shall not be required to take any action which exposes Agent to personal liability or which is contrary to the Loan Documents this Agreement or applicable law. 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 Agent may have as a matter of law; provided, however, Agent shall not, without the consent of 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 the Required Lenders. 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 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 (except as provided in Section 13.2 hereof), or (vii) would amend this sentence. For purposes of this paragraph, a Lender shall be deemed to have consented to any such action by 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 Agent notice, complying with the provision of Section 16.2 hereof, to the contrary. Agent shall not have liability to Lenders for failure or delay in exercising any right or power possessed by Agent pursuant to the Loan Documents or otherwise unless such failure or delay is caused by the gross negligence of the Agent.

Responsibility of Agent. It is expressly understood and agreed that the obligations of Agent under the Loan Documents are only those expressly set forth in the Loan Documents, or Documents as may be imposed by applicable law, to each and that Agent, as the case may be, shall be entitled to assume that no Default or Event of Default has occurred and is continuing, unless Agent, as the case may be, Agent has actual knowledge of such fact or has received notice from a Lender or the Borrower that such Lender or the Borrower consider considers that a Default or an Event of Default has occurred and is continuing and specifying the nature thereof. Neither Agent nor any of their its directors, officers, attorneys or employees shall be liable for any action taken or omitted to be taken by them under or in connection with the Loan Documents, except for its or their own gross negligence or willful misconduct. 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. Agent shall not be responsible to Lenders for any of the Borrower's or any Guarantor's recitals, statements, representations or warranties contained in any of the Loan Documents, or in any certificate or other document referred to or provided for in, or received by any Lender under, the Loan Documents, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of or any of the Loan Documents or for any failure by the Borrower or any Guarantor to perform any of their its obligations hereunder or thereunder. Agent may employ 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 relationship between Agent and each Lender is only that of agent and principal and has no fiduciary aspects. Nothing in the Loan Documents or elsewhere shall be construed to impose on Agent any duties or responsibilities other than those for which express provision is therein made. In performing its duties and functions hereunder, 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 Borrower or any of its beneficiaries or other creditors. As to any matters not expressly provided for by the Loan Documents, 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 all Required Lenders and such instructions shall be binding upon all Lenders and all holders of the Notes; provided, however, that Agent shall not be required to take any action which is contrary to the Loan Documents or applicable law. 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)Lenders, any and all rights afforded to Agent, as the case may be, Agent by the Loan Documents or which Agent may have as a matter of law; provided, however, Agent shall notnot (i) except as provided in Sections 7(b) and 7(c) hereof, without the consent of Required Lenders designate the amount of the Borrowing Base or the Monthly Commitment Reduction or (ii) without the consent of Required 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 the Required Lenders. Provided further, however, that no amendment, waiver, or other action shall be effected pursuant to the preceding sentence clause (ii) without the consent of all Lenders which: (i) would increase the Borrowing Base or decrease the Monthly Commitment amount of any LenderReduction, (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 Agent's obligations to any Lender hereunder, (v) would release Borrower from its obligation to pay any Lender's Note or Notes, (vi) would release any of the Guaranty and/or the Collateral (except as provided in Section 13.2 hereof)Collateral, or (vii) would change the definition of Required Lenders, (viii) would amend, modify or change any provision of this Agreement requiring the consent of all the Lenders, (ix) 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 (x) would extend the Maturity Date or (xi) would amend this sentence or the previous sentence. For purposes of this paragraph, a Lender shall be deemed to have consented to any such action by 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 Agent notice, complying with the provision of Section 16.2 hereof, to the contrary. Agent shall not have liability to Lenders for failure or delay in exercising any right or power possessed by Agent pursuant to the Loan Documents or otherwise unless such failure or delay is caused by the gross negligence or willful misconduct of the Agent. Pursuant to the provisions of Section 14 of the Note Purchase Agreement, neither the Agent nor the Lenders may take any action requiring the consent, approval or joint activity of all Lenders or of Required Lenders, designate the Borrowing Base or Monthly Commitment Reduction, approve any Advance, release any Collateral, amend, waiver or release any of the Loan Documents, foreclose on any Collateral, accelerate the maturity of any Note or take any other like action under the Loan Documents without the prior written consent of El Paso.

Responsibility of Agent. It is expressly understood and agreed that ------------------------ the obligations of Agent under the Loan Documents hereunder are only those expressly set forth in the Loan Documents, or as may be imposed by applicable law, this Agreement and that Agent, as the case may be, Agent shall be entitled to assume that no Default or Event of Default has occurred and is continuing, unless Agent, as the case may be, Agent has actual knowledge of such fact or has received notice from fact. Except to the extent Agent is required by Lenders pursuant to the express terms hereof to take a Lender or Borrower that such Lender or Borrower consider that a Default or an Event of Default has occurred and is continuing and specifying the nature thereof. Neither specific action, Agent nor any of their directors, officers, attorneys or employees shall be liable for entitled to use its discretion with respect to exercising or refraining from exercising any rights which may be vested in it by, or with respect to taking or refraining from taking any action taken or omitted actions that it may be able to be taken by them take under or in connection with respect of, this Agreement and the Loan Documents, except for its or their own gross negligence or willful misconduct. Agent shall incur no liability under or in respect of any of this Agreement and 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 that it may do or refrain from doing in the reasonable exercise of its judgment, or which that may seem to it to be necessary or desirabledesirable under the circumstances. It is agreed among Agent and Lenders that Agent shall not be responsible have no responsibility to Lenders for any carry out audits or otherwise examine the books and records or properties of Borrower's or any Guarantor's recitals, statements, representations or warranties contained in any of the Loan Documents, or in any certificate or other document referred to or provided for in, or received by any Lender under, the Loan Documents, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of or any of the Loan Documents or for any failure by Borrower or any Guarantor to perform any of their obligations hereunder or thereunder. Agent may employ agents and attorneys-in-fact and shall not be answerableBorrowers, except as to money Agent in its sole discretion deems appropriate 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 careas otherwise expressly required hereunder. The relationship between Agent and each Lender is only and shall be that of agent and principal only and has no fiduciary aspects. Nothing in the Loan Documents or elsewhere nothing herein shall be construed to constitute Agent a joint venturer with any Lender, a trustee or fiduciary for any of Lenders or for the holder of a participation therein nor impose on Agent any duties or responsibilities and obligations other than those for which express provision is therein made. In performing its duties and functions hereunder, 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 Borrower or any of its beneficiaries or other creditors. As to any matters not expressly provided for by the Loan Documents, 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 all Lenders and such instructions shall be binding upon all Lenders and all holders of the Notes; provided, however, that Agent shall not be required to take any action which is contrary to the Loan Documents or applicable law. 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 Agent may have as a matter of law; provided, however, Agent shall not, without the consent of 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 the Required Lenders. 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 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 (except as provided in Section 13.2 hereof), or (vii) would amend this sentence. For purposes of this paragraph, a Lender shall be deemed to have consented to any such action by 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 Agent notice, complying with the provision of Section 16.2 hereof, to the contrary. Agent shall not have liability to Lenders for failure or delay in exercising any right or power possessed by Agent pursuant to the Loan Documents or otherwise unless such failure or delay is caused by the gross negligence of the Agentset forth herein.

Responsibility of Agent. It is expressly understood and agreed that the obligations of Agent under the Loan Documents are only those expressly set forth in the Loan Documents, or Documents as may be imposed by applicable law, to each and that Agent, as the case may be, shall be entitled to assume that no Default or Event of Default has occurred and is continuing, unless Agent, as the case may be, Agent has actual knowledge of such fact or has received notice from a Lender Bank or Borrower the Borrowers that such Lender Bank or Borrower consider the Borrowers considers that a Default or an Event of Default has occurred and is continuing and specifying the nature thereof. Neither Agent nor any of their its directors, officers, attorneys or employees shall be liable for any action taken or omitted to be taken by them under or in connection with the Loan Documents, except for its or their own gross negligence or willful misconduct. 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. Agent shall not be responsible to Lenders Banks for any of Borrower's or any Guarantor's the Borrowers' recitals, statements, representations or warranties contained in any of the Loan Documents, or in any certificate or other document referred to or provided for in, or received by any Lender Bank under, the Loan Documents, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of or any of the Loan Documents or for any failure by Borrower or any Guarantor the Borrowers to perform any of their its obligations hereunder or thereunder. Agent may employ 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 relationship between Agent and each Lender Bank is only that of agent and principal and has no fiduciary aspects. Nothing in the Loan Documents or elsewhere shall be construed to impose on Agent any duties or responsibilities other than those for which express provision is therein made. In performing its duties and functions hereunder, 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 Borrower or any of its beneficiaries or other creditors. As to any matters not expressly provided for by the Loan Documents, 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 all Lenders Banks and such instructions shall be binding upon all Lenders Banks and all holders of the Notes; provided, however, that Agent shall not be required to take any action which is contrary to the Loan Documents or applicable law. 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)Banks, any and all rights afforded to Agent, as the case may be, Agent by the Loan Documents or which Agent may have as a matter of law; provided, however, Agent shall notnot (i) except as provided in Section 7.2 hereof, without the consent of LendersMajority Banks designate the amount of the Borrowing Base or (ii) 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 the Required Lendersall Banks. Provided further, however, that no amendment, waiver, or other action shall be effected pursuant to the preceding sentence clause (ii) without the consent of all Lenders the Banks which: (i) would increase the Commitment amount of any LenderBorrowing Base, (ii) would reduce any fees hereunder, or the principal of, or the interest on, any LenderBank's Note or Notes, (iii) would postpone any date fixed for any payment of any fees hereunder, or any principal or interest of any LenderBank's Note or Notes, (iv) would materially increase any LenderBank's obligations hereunder or would materially alter Agent's obligations to any Lender Bank hereunder, (v) would release Borrower Borrowers from its their obligation to pay any LenderBank's NotesNote or Notes or to honor the terms of any guaranty agreement executed in conjunction herewith, (vi) would release any of the Guaranty and/or the Collateral (except as provided in Section 13.2 hereof)Collateral, or (vii) would change the definition of all Banks, (viii) would amend, modify or change any provision of this Agreement requiring the consent of all the Banks, (ix) 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 (x) would extend the Revolving Maturity Date or (xi) would amend this sentence or the previous sentence. For purposes of this paragraph, a Lender shall be deemed to have consented to any such action by 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 Agent notice, complying with the provision of Section 16.2 hereof, to the contrary. Agent shall not have liability to Lenders Banks for failure or delay in exercising any right or power possessed by Agent pursuant to the Loan Documents or otherwise unless such failure or delay is caused by the gross negligence of the Agent, in which case only the Agent responsible for such gross negligence shall have liability therefor to the Banks.

Responsibility of Agent. It is expressly understood and agreed that the obligations of Agent under the Loan Documents are only those expressly set forth in the Loan Documents, or as may be imposed by applicable law, Documents and that Agent, as the case may be, Agent shall be entitled to assume that no Default or Event of Default has occurred and is continuing, unless Agent, as the case may be, Agent has actual knowledge of such fact or has received notice from a Lender or the Borrower that such Lender or the Borrower consider that a Default or an Event of Default has occurred and is continuing and specifying the nature thereof. Neither Agent nor any of their its directors, officers, attorneys or employees shall be liable for any action taken or omitted to be taken by them under or in connection with the Loan Documents, except for its or their own gross negligence or willful misconduct. 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. The Syndication Agent shall have no responsibilities as an agent hereunder. Agent shall not be responsible to Lenders for any of the Borrower's ’s or any Guarantor's Subsidiary’s recitals, statements, representations or warranties contained in any of the Loan Documents, or in any certificate or other document referred to or provided for in, or received by any Lender under, the Loan Documents, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of or any of the Loan Documents or for any failure by the Borrower or any Guarantor Subsidiary to perform any of their obligations hereunder or thereunder. Agent may employ 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 relationship between Agent and each Lender is only that of agent and principal and has no fiduciary aspects. Nothing in the Loan Documents or elsewhere shall be construed to impose on Agent any duties or responsibilities other than those for which express provision is therein made. In performing its duties and functions hereunder, 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 Borrower the Borrower, any Subsidiary or any of its their beneficiaries or other creditors. As to any matters not expressly provided for by the Loan Documents, 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 all Lenders and such instructions shall be binding upon all Lenders and all holders of the Notes; provided, however, that Agent shall not be required to take any action which is contrary to the Loan Documents or applicable law. 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)Lenders, any and all rights afforded to Agent, as the case may be, Agent by the Loan Documents or which Agent may have as a matter of law; provided, however, Agent shall notnot (i) subject to the provisions of Section 7(f), without the consent of Majority Lenders, designate the amount of the Borrowing Base 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 the Required LendersDocuments. Provided further, however, that no amendment, waiver, or other action shall be effected pursuant to the preceding sentence clause (ii) without the consent of all Lenders which: (ia) would increase the Commitment amount of any LenderBorrowing Base, (iib) would reduce any fees hereunder, or the principal of, or the interest on, any Lender's ’s Note or Notes, (iiic) would postpone any date fixed for any payment of any fees hereunder, or any principal or interest of any Lender's ’s Note or Notes, (ivd) would increase the aggregate Commitments or any Lender's obligations ’s individual Commitment hereunder or would materially alter Agent's ’s obligations to any Lender hereunder, (ve) would release Borrower from its obligation to pay any Lender's ’s Note or Notes, (vif) would change the definition of Majority Lenders, (g) would extend the Maturity Date, (h) would release the Guaranty and/or the any Collateral (except as provided permitted in Section 13.2 15(q) hereof), or (viii) would amend this sentence or the previous sentence. For purposes of this paragraph, a Lender shall be deemed to have consented to any such action by 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 Agent notice, complying with the provision of Section 16.2 hereof, to the contrary. Agent shall not have liability to Lenders for failure or delay in exercising any right or power possessed by Agent pursuant to the Loan Documents or otherwise unless such failure or delay is caused by the gross negligence of the Agent, in which case only the Agent responsible for such gross negligence shall have liability therefor to the Lenders.

Responsibility of Agent. It is expressly understood and agreed that the obligations of Agent under the Loan Documents hereunder are only those expressly set forth in the Loan Documents, or as may be imposed by applicable law, this Agreement and that Agent, as the case may be, Agent shall be entitled to assume that no Default or Event of Default Default, has occurred and is continuing, unless Agent, as the case may be, Agent has actual knowledge of such fact or has received notice from fact. Except to the extent Agent is required by Lenders pursuant to the express terms hereof to take a Lender or Borrower that such Lender or Borrower consider that a Default or an Event of Default has occurred and is continuing and specifying the nature thereof. Neither specific action, Agent nor any of their directors, officers, attorneys or employees shall be liable for entitled to use its discretion with respect to exercising or refraining from exercising any rights which may be vested in it by, or with respect to taking or refraining from taking any action taken or omitted actions that it may be able to be taken by them take under or in connection with respect of, this Agreement and the Loan Documents, except for its or their own gross negligence or willful misconduct. Agent shall incur no liability under or in respect of any of this Agreement and 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 that it may do or refrain from doing in the reasonable exercise of its judgment, or which that may seem to it to be necessary or desirabledesirable under the circumstances. Agent shall not be responsible have no responsibility to Lenders for any carry out audits or otherwise examine the books and records or properties of Borrower's or any Guarantor's recitals, statements, representations or warranties contained in any of the Loan Documents, or in any certificate or other document referred to or provided for in, or received by any Lender under, the Loan Documents, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of or any of the Loan Documents or for any failure by Borrower or any Guarantor to perform any of their obligations hereunder or thereunder. Agent may employ agents and attorneys-in-fact and shall not be answerable, except as to money or securities received by it or Agent in its authorized agents, for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable carediscretion deems appropriate. The relationship between Agent and each Lender is only and shall be limited to that of agent and principal and has no fiduciary aspects. Nothing in the Loan Documents or elsewhere nothing herein shall be construed to constitute Agent a joint venturer with any Lender, a trustee or fiduciary for any Lender or for the holder of a participation, nor impose on upon Agent any duties or responsibilities and obligations other than those for which express provision is therein made. In performing its duties and functions hereunder, 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 Borrower or any of its beneficiaries or other creditors. As to any matters not expressly provided for by the Loan Documents, 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 all Lenders and such instructions shall be binding upon all Lenders and all holders of the Notes; provided, however, that Agent shall not be required to take any action which is contrary to the Loan Documents or applicable law. 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 Agent may have as a matter of law; provided, however, Agent shall not, without the consent of 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 the Required Lenders. 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 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 (except as provided in Section 13.2 hereof), or (vii) would amend this sentence. For purposes of this paragraph, a Lender shall be deemed to have consented to any such action by 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 Agent notice, complying with the provision of Section 16.2 hereof, to the contrary. Agent shall not have liability to Lenders for failure or delay in exercising any right or power possessed by Agent pursuant to the Loan Documents or otherwise unless such failure or delay is caused by the gross negligence of the Agentset forth herein.

Responsibility of Agent. It is expressly understood and agreed that the obligations of Agent under the Loan Documents are only those expressly set forth in the Loan Documents, or as may be imposed by applicable law, Documents and that Agent, as the case may be, shall be entitled to assume that no Default or Event of Default has occurred and is continuing, unless Agent, as the case may be, has actual knowledge of such fact or has received notice from a Lender Bank or Borrower Borrowers that such Lender Bank or Borrower Borrowers consider that a Default or an Event of Default has occurred and is continuing and specifying the nature thereof. Neither Agent nor any of their directors, officers, attorneys or employees shall be liable for any action taken or omitted to be taken by them under or in connection with the Loan Documents, except for its or their own gross negligence or willful misconduct. 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. Agent shall not be responsible to Lenders Banks for any of Borrower's or any Guarantor's Borrowers' recitals, statements, representations or warranties contained in any of the Loan Documents, or in any certificate or other document referred to or provided for in, or received by any Lender Bank under, the Loan Documents, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of or any of the Loan Documents or for any failure by Borrower or any Guarantor Borrowers to perform any of their obligations hereunder or thereunder. Agent may employ 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 relationship between Agent and each Lender Bank is only that of agent and principal and has no fiduciary aspects. Nothing in the Loan Documents or elsewhere shall be construed to impose on Agent any duties or responsibilities other than those for which express provision is therein made. In performing its duties and functions hereunder, 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 Borrower Borrowers or any of its beneficiaries or other creditors. As to any matters not expressly provided for by the Loan Documents, 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 all Lenders Banks and such instructions shall be binding upon all Lenders Banks and all holders of the Notes; provided, however, that Agent shall not be required to take any action which is contrary to the Loan Documents or applicable law. 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 Agent may have as a matter of law; provided, however, Agent shall not, without the consent of 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 the Required Lenders. 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 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 (except as provided in Section 13.2 hereof), or (vii) would amend this sentence. For purposes of this paragraph, a Lender shall be deemed to have consented to any such action by 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 Agent notice, complying with the provision of Section 16.2 hereof, to the contrary. Agent shall not have liability to Lenders for failure or delay in exercising any right or power possessed by Agent pursuant to the Loan Documents or otherwise unless such failure or delay is caused by the gross negligence of the Agent.

Responsibility of Agent. It is expressly understood and agreed that the obligations of Agent under the Loan Documents are only those expressly set forth in the Loan Documents, or Documents as may be imposed by applicable law, to each and that Agent, as the case may be, shall be entitled to assume that no Default or Event of Default has occurred and is continuing, unless Agent, as the case may be, Agent has actual knowledge of such fact or has received notice from a Lender or the Borrower that such Lender or the Borrower consider considers that a Default or an Event of Default has occurred and is continuing and specifying the nature thereof. Neither Agent nor any of their its directors, officers, attorneys or employees shall be liable for any action taken or omitted to be taken by them under or in connection with the Loan Documents, except for its or their own gross negligence or willful misconduct. 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. None of the Co-Documentation Agents, the Syndication Agent, the Arrangers nor the Sole Bookrunner shall have any responsibilities as an agent hereunder. Agent shall not be responsible to Lenders for any of the Borrower's or any Guarantor's recitals, statements, representations or warranties contained in any of the Loan Documents, or in any certificate or other document referred to or provided for in, or received by any Lender under, the Loan Documents, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of or any of the Loan Documents or for any failure by the Borrower or any Guarantor to perform any of their its obligations hereunder or thereunder. Agent may employ 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 relationship between Agent and each Lender is only that of agent and principal and has no fiduciary aspects. Nothing in the Loan Documents or elsewhere shall be construed to impose on Agent any duties or responsibilities other than those for which express provision is therein made. In performing its duties and functions hereunder, 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 Borrower or any of its beneficiaries or other creditors. As to any matters not expressly provided for by the Loan Documents, 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 all Lenders and such instructions shall be binding upon all Lenders and all holders of the Notes; provided, however, that Agent shall not be required to take any action which is contrary to the Loan Documents or applicable law. 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)Lenders, any and all rights afforded to Agent, as the case may be, Agent by the Loan Documents or which Agent may have as a matter of law; provided, however, Agent shall not, not (i) 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 the Required LendersDocuments. 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: (ia) would increase the Commitment amount of any LenderBorrowing Base, (iib) would reduce any fees hereunder, or the principal of, or the interest on, any Lender's Note or Notes, (iiic) would postpone any date fixed for any payment of any fees hereunder, or any principal or interest of any Lender's Note or Notes, (ivd) would increase the aggregate Commitment or any Lender's obligations individual Commitment hereunder or would materially alter Agent's obligations to any Lender hereunder, (ve) would release Borrower from its obligation to pay any Lender's Note or Notes, (vif) would change the definition of Majority Lenders or Required Lenders, (g) would waive any of the conditions precedent to the Effective Date, (h) would extend the Revolving Maturity Date, (i) would release and substitute any Collateral except for releases or substitutions of Collateral sold in compliance with the Guaranty and/or the Collateral (except as provided in Section 13.2 hereof), provisions of Subsection 13(a)(ii) hereof or (viij) would amend this sentence or the previous sentence. For purposes of this paragraph, a Lender shall be deemed to have consented to any such action by 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 Agent notice, complying with the provision of Section 16.2 hereof, to the contrary. Agent shall not have liability to Lenders for failure or delay in exercising any right or power possessed by Agent pursuant to the Loan Documents or otherwise unless such failure or delay is caused by the gross negligence of the Agent, in which case only the Agent responsible for such gross negligence shall have liability therefor to the Lenders.

Responsibility of Agent. It is expressly understood and agreed that the obligations of Administrative Agent under the Loan Documents hereunder are only those expressly set forth in the Loan Documents, or as may be imposed by applicable law, this Agreement and that Agent, as the case may be, Administrative Agent shall be entitled to assume that no Default or Event of Default Default, and no event which with the passage of time, or the giving of notice, would constitute an Event of Default, has occurred and is continuing, unless Agent, as the case may be, Administrative Agent has actual knowledge of such fact fact. Except to the extent Administrative Agent is required by Lenders pursuant to the express terms hereof to take, or has received notice refrain from taking, a Lender or Borrower that such Lender or Borrower consider that a Default or an Event of Default has occurred and is continuing and specifying the nature thereof. Neither specific action, Administrative Agent nor any of their directors, officers, attorneys or employees shall be liable for entitled to use its discretion with respect to exercising or refraining from exercising any rights which may be vested in it by, or with respect to taking or refraining from taking any action taken or omitted actions that it may be able to be taken by them take under or in connection with respect of, this Agreement and the Loan Documents, except for its or their own gross negligence or willful misconduct. Administrative Agent shall incur no liability under or in respect of any of this Agreement and 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 that it may do or refrain from doing in the reasonable exercise of its judgment, or which that may seem to it to be necessary or desirabledesirable under the circumstances. It is agreed among Administrative Agent and Lenders that Administrative Agent shall not be responsible have the responsibility to Lenders for any carry out no less than two (2) field examinations per calendar year of Borrower's or any Guarantor's recitals, statements, representations or warranties contained in any of the Loan Documents, or in any certificate books and records and such other field examinations or other document referred to or provided for in, or received by any Lender under, the Loan Documents, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of or any of the Loan Documents or for any failure by Borrower or any Guarantor to perform any of their obligations hereunder or thereunder. examinations as Administrative Agent may employ agents and attorneys-in-fact and shall not be answerable, except as to money or securities received by it or in its authorized agents, for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable caresole discretion deems appropriate. The relationship between Administrative Agent and each Lender is only and shall be that of agent and principal only and has no fiduciary aspects. Nothing in the Loan Documents or elsewhere nothing herein shall be construed to constitute Administrative Agent a joint venturer with any Lender, a trustee or fiduciary for any of the Lenders or for the holder of a participation therein nor impose on Administrative Agent any duties or responsibilities and obligations other than those for which express provision is therein made. In performing its duties and functions hereunder, 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 Borrower or any of its beneficiaries or other creditors. As to any matters not expressly provided for by the Loan Documents, 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 all Lenders and such instructions shall be binding upon all Lenders and all holders of the Notes; provided, however, that Agent shall not be required to take any action which is contrary to the Loan Documents or applicable law. 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 Agent may have as a matter of law; provided, however, Agent shall not, without the consent of 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 the Required Lenders. 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 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 (except as provided in Section 13.2 hereof), or (vii) would amend this sentence. For purposes of this paragraph, a Lender shall be deemed to have consented to any such action by 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 Agent notice, complying with the provision of Section 16.2 hereof, to the contrary. Agent shall not have liability to Lenders for failure or delay in exercising any right or power possessed by Agent pursuant to the Loan Documents or otherwise unless such failure or delay is caused by the gross negligence of the Agentset forth herein.

Responsibility of Agent. It is expressly understood and agreed that the obligations of Agent under the Loan Documents are only those expressly set forth in the Loan Documents, or as may be imposed by applicable law, Documents and that Agent, as the case may be, Agent shall be entitled to assume that no Default or Event of Default has occurred and is continuing, unless Agent, as the case may be, Agent has actual knowledge of such fact or has received notice from a Lender or Borrower that such Lender or Borrower consider considers that a Default or an Event of Default has occurred and is continuing and specifying the nature thereof. Lenders recognize and agree that Agent shall not be required to determine independently whether the conditions described in Article VI have been satisfied and, in disbursing funds to Borrower, may rely fully upon statements contained in the relevant Notice of Borrowing. Neither Agent nor any of their its directors, officers, attorneys officers or employees shall be liable for any action taken or omitted to be taken by them it under or in connection with the Loan Documents, except for its or their own gross negligence or willful misconduct. 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 desirabledesirable in the circumstances. Agent shall not be responsible to Lenders for any of Borrower's or any Guarantor's recitals, statements, representations or warranties contained in any of the Loan Documentsthis Agreement, or in any certificate or other document referred to or provided for in, or received by any Lender under, the Loan Documentsthis Agreement, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any of the Loan Documents document referred to or provided for herein or for any failure by Borrower or any Guarantor to perform any of their its obligations hereunder or thereunderhereunder. Agent may employ agents and attorneys-in-fact and shall not be answerablemay, 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 relationship between Agent and each Lender of the Lenders is only that of agent and principal and has no fiduciary aspects, and Agent's duties hereunder are acknowledged to be only ministerial and not involving the exercise of discretion on its part. Nothing in the Loan Documents this Agreement or elsewhere contained shall be construed to impose on Agent any duties or responsibilities other than those for which express provision is therein herein made. In performing its duties and functions hereunder, 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 Borrower or any of its beneficiaries or other creditorsBorrower. As to any matters not expressly provided for by this Agreement (including, without limitation, enforcement or collection of the Loan DocumentsNotes), 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 all Lenders and such instructions shall be binding upon all Lenders and all holders of the NotesLenders; provided, however, that Agent shall not be required to take any action which exposes Agent to personal liability or which is contrary to the Loan Documents this Agreement or applicable law. 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 Agent may have as a matter of law; provided, however, Agent shall not, without the consent of 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 the Required Lenders. 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 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 (except as provided in Section 13.2 hereof), or (vii) would amend this sentence. For purposes of this paragraph, a Lender shall be deemed to have consented to any such action by 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 Agent notice, complying with the provision of Section 16.2 hereof, to the contrary. Agent shall not have liability to Lenders for failure or delay in exercising any right or power possessed by Agent pursuant to the Loan Documents or otherwise unless such failure or delay is caused by the gross negligence of the Agent.

Responsibility of Agent. It is expressly understood and agreed that the obligations of Agent under the Loan Documents are only those expressly set forth in the Loan Documents, or as may be imposed by applicable law, Documents and that Agent, as the case may be, Agent shall be entitled to assume that no Default or Event of Default has occurred and is continuing, unless Agent, as the case may be, Agent has actual knowledge of such fact or has received notice from a Lender or the Borrower that such Lender or the Borrower consider considers that a Default or an Event of Default has occurred and is continuing and specifying the nature thereof. Neither Agent nor any of their its directors, officers, attorneys or employees shall be liable for any action taken or omitted to be taken by them under or in connection with the Loan Documents, except for its or their own gross negligence or willful misconduct. 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. Agent shall not be responsible to Lenders for any of the Borrower's or any Guarantor's recitals, statements, representations or warranties contained in any of the Loan Documents, or in any certificate or other document referred to or provided for in, or received by any -54- Lender under, the Loan Documents, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of or any of the Loan Documents or for any failure by the Borrower or any Guarantor to perform any of their its obligations hereunder or thereunder. Agent may employ 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 relationship between Agent and each Lender is only that of agent and principal and has no fiduciary aspects. Nothing in the Loan Documents or elsewhere shall be construed to impose on Agent any duties or responsibilities other than those for which express provision is therein made. In performing its duties and functions hereunder, 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 Borrower or any of its beneficiaries or other creditors. As to any matters not expressly provided for by the Loan Documents, 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 all Lenders and such instructions shall be binding upon all Lenders and all holders of the Notes; provided, however, that Agent shall not be required to take any action which is contrary to the Loan Documents or applicable law. 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)Lenders, any and all rights afforded to Agent, as the case may be, Agent by the Loan Documents or which Agent may have as a matter of law; provided, however, Agent shall notnot (i) except as provided herein and in Section 7(b)(ii) hereof, without the consent of Majority Lenders designate the amount of the Borrowing Base or the Monthly Commitment Reduction 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 Documents, releasing or substituting any Collateral (except as permitted in Section 15(q) hereof) or taking any other action with respect to the Loan Documents which requires consent of the Required LendersDocuments. Provided further, however, that no amendment, waiver, or other action shall be effected pursuant to the preceding sentence clause (ii) without the consent of all Lenders which: (ia) would increase the Borrowing Base or decrease the Monthly Commitment amount of any LenderReduction, (iib) would reduce any fees hereunder, or the principal of, or the interest on, any Lender's Note or Notes, (iiic) would postpone any date fixed for any payment of any fees hereunder, or any principal or interest of any Lender's Note or Notes, (ivd) would increase the aggregate Commitments or any Lender's obligations individual Commitment hereunder or would materially alter Agent's obligations to any Lender hereunder, (ve) would release Borrower from its obligation to pay any Lender's Note or Notes, (vif) would release change the Guaranty and/or definition of Majority Lenders, (g) would extend the Collateral (except as provided in Section 13.2 hereof), Maturity Date or (viih) would amend this sentence or the previous sentence. For purposes of this paragraph, a Lender shall be deemed to have consented to any such action by 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 Agent notice, complying with the provision of Section 16.2 hereof, to the contrary. Agent shall not have liability to Lenders for failure or delay in exercising any -55- right or power possessed by Agent pursuant to the Loan Documents or otherwise unless such failure or delay is caused by the gross negligence of the Agent, in which case only the Agent responsible for such gross negligence shall have liability therefor to the Lenders.

Responsibility of Agent. It is expressly understood and agreed that the obligations of Agent under the Loan Documents are only those expressly set forth in the Loan Documents, or as may be imposed by applicable law, Documents and that Agent, as the case may be, Agent shall be entitled to assume that no Default or Event of Default has occurred and is continuing, unless Agent, as the case may be, Agent has actual knowledge of such fact or has received notice from Borrower or a Lender or Borrower that such Lender or Borrower consider that a Default or an Event of Default has occurred and is continuing and specifying the nature thereof. Neither Agent nor any of their its directors, officers, attorneys officers or employees shall be liable for any action taken or omitted to be taken by them it under or in connection with the Loan Documents, except for its or their own gross negligence or willful misconduct. 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 judgmentjudgment or discretion, or which may seem to it to be necessary or desirabledesirable in the premises. Agent shall not be responsible to Lenders for any of Borrower's or any Guarantor's recitals, statements, representations or warranties contained in any of the Loan Documentsthis Agreement, or in any certificate or other document referred to or provided for in, or received by any Lender under, the Loan Documentsthis Agreement, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any of the Loan Documents document referred to or provided for herein or for any failure by Borrower or any Guarantor to perform any of their its obligations hereunder or thereunderhereunder. Agent may employ 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 relationship between Agent and each Lender of the Lenders is only that of agent and principal and has no fiduciary aspects. Nothing in the Loan Documents this Agreement or elsewhere contained shall be construed to impose on Agent any duties or responsibilities other than those for which express provision is therein herein made. In performing its duties and functions hereunder, 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 Borrower or any of its beneficiaries or other creditorsBorrower. As to any matters not expressly provided for by the Loan Documentsthis Agreement, 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 all Lenders and such instructions shall be binding upon all Lenders and all holders of the NotesLenders; providedPROVIDED, howeverHOWEVER, that Agent shall not be required to take any action which exposes Agent to personal liability or which is contrary to the Loan Documents this Agreement or applicable law. 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 Agent may have as a matter of law; provided, however, Agent shall not, without the consent of 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 the Required Lenders. 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 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 (except as provided in Section 13.2 hereof), or (vii) would amend this sentence. For purposes of this paragraph, a Lender shall be deemed to have consented to any such action by 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 Agent notice, complying with the provision of Section 16.2 hereof, to the contrary. Agent shall not have liability to Lenders for failure or delay in exercising any right or power possessed by Agent pursuant to the Loan Documents or otherwise unless such failure or delay is caused by the gross negligence of the Agent.

Responsibility of Agent. It is expressly understood and agreed that the obligations of Agent under the Loan Documents are only those expressly set forth in the Loan Documents, or as may be imposed by applicable law, Documents and that Agent, as the case may be, Agent shall be entitled to assume that no Default default or Event of Default has occurred and is continuing, unless Agent, as the case may be, Agent has actual knowledge of such fact or has received notice from a Lender or Borrower Bank that such Lender or Borrower consider Bank considers that a Default default or an Event of Default has occurred and is continuing and specifying the nature thereof. Neither Agent nor any of their its directors, officers, attorneys officers or employees shall be liable for any action taken or omitted to be taken by them it under or in connection with the Loan Documents, except for its or their own gross negligence or willful misconduct. 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. Agent shall not be responsible to Lenders Banks for any of Borrower's or any Guarantor's recitals, statements, representations or warranties contained in any of the Loan Documents, or in any certificate or other document referred to or provided for in, or received by any Lender Bank under, the Loan Documents, or for the value, validity, effectiveness, genuineness, -41- enforceability or sufficiency of any of the Collateral or any of the Loan Documents or for any failure by Borrower or any Guarantor to perform any of their obligations hereunder or thereunder. Agent may employ 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 relationship between Agent and each Lender Bank is only that of agent and principal and has no fiduciary aspects. Nothing in the Loan Documents or elsewhere shall be construed to impose on Agent any duties or responsibilities other than those for which express provision is therein made. In performing its duties and functions hereunder, 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 Borrower or any of its beneficiaries their shareholders or other creditors. As to any matters not expressly provided for by the Loan DocumentsDocuments (including, without limitation, enforcement or collection of the Notes), 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 all Lenders Banks and such instructions shall be binding upon all Lenders Banks and all holders of the Notes; provided, however, that Agent shall not be required to take any action which is contrary to the Loan Documents or applicable law. 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)Banks, any and all rights afforded to Agent, as the case may be, Agent by the Loan Documents or which Agent may have as a matter of law; providedPROVIDED, howeverHOWEVER, that Agent shall notnot (i) except as provided herein and in Section 7(b) hereof, without the consent of Lenders, Majority Banks designate the amount of the Borrowing Base or the Monthly Commitment Reduction or (ii) 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 the Required LendersDocuments. Provided further, however, that no amendment, waiver, or other action shall be effected pursuant to the preceding sentence clause (ii) without the consent of all Lenders Banks which: (i) would increase the Borrowing Base or decrease the Monthly Commitment amount of any LenderReduction, (ii) would reduce any fees hereunder, or the principal of, or the interest on, any LenderBank's Note or Notes, (iii) would postpone any date fixed for any payment of any fees hereunder, or any principal or interest of any LenderBank's Note or Notes, (iv) would increase the aggregate Commitment or any LenderBank's obligations individual Commitment hereunder or would materially alter Agent's obligations to any Lender Bank hereunder, (v) would release Borrower from its obligation to pay any LenderBank's Note or Notes, (vi) would release change the Guaranty and/or the Collateral (except as provided in Section 13.2 hereof)definition of Majority Banks, or (vii) would amend, modify or change any provision of this Agreement requiring the consent of all the Banks, (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. Agent shall have the right and authority without necessity of notice or liability to the Banks to release (i) Collateral in amounts of up to $1,000,000 in the aggregate between Borrowing Base redeterminations and (ii) in addition to amounts released pursuant to (i) above, additional Collateral if 100% of the net proceeds from the sale of such Collateral, after payment of superior lien indebtedness and taxes relating thereto, is paid to Agent for the ratable benefit of the Banks as a prepayment of the Notes; provided, however, that Agent's right to release Collateral hereunder shall be limited to releases of Collateral the net sale proceeds of which shall not exceed, in the aggregate, on an annual basis, $5,000,000.00. For purposes of this paragraph, a Lender Bank shall be deemed to have consented to any such action by the Agent upon the passage of five ten (510) Business Days after written notice thereof is given to such Lender Bank in accordance with Section 16.2. 16 hereof, unless such Lender Bank shall have previously given Agent notice, complying with the provision of Section 16.2 16 hereof, to the contrary. Agent shall not have no liability to Lenders Banks for failure or delay in exercising any right or power possessed by Agent pursuant to the Loan Documents or otherwise unless such failure or delay is caused by the gross negligence of the Agent.

Responsibility of Agent. It is expressly understood and agreed that the obligations of Agent under the Loan Documents are only those expressly set forth in the Loan Documents, or as may be imposed by applicable law, Documents and that Agent, as the case may be, Agent shall be entitled to assume that no Default or Event of Default has occurred and is continuing, unless Agent, as the case may be, Agent has actual knowledge of such fact or has received notice from a Lender or Borrower that such Lender or Borrower consider considers that a Default or an Event of Default has occurred and is continuing and specifying the nature thereof. Lenders recognize and agree that Agent shall not be required to determine independently whether the conditions described in Article IV have been satisfied and, in disbursing funds to Borrower, may rely fully upon statements contained in the relevant Request for Advance . Neither Agent nor any of their its directors, officers, attorneys officers or employees shall be liable for any action taken or omitted to be taken by them it under or in connection with the Loan Documents, except for its or their own gross negligence or willful misconduct. 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 desirabledesirable in the circumstances. Agent shall not be responsible to Lenders for any of Borrower's or any Guarantor's recitals, statements, representations or warranties contained in any of the Loan Documentsthis Agreement, or in any certificate or other document referred to or provided for in, or received by any Lender under, the Loan Documentsthis Agreement, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any of the Loan Documents document referred to or provided for herein or for any failure by Borrower or any Guarantor to perform any of their its obligations hereunder or thereunderhereunder. Agent may may, after consultation with Lenders, employ 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 relationship between Agent and each Lender of the Lenders is only that of agent and principal and has no fiduciary aspects, and Agent's duties hereunder are acknowledged to be only ministerial and not involving the exercise of discretion on its part. Nothing in the Loan Documents this Agreement or elsewhere contained shall be construed to impose on Agent any duties or responsibilities other than those for which express provision is therein herein made. In performing its duties and functions hereunder, 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 Borrower or any of its beneficiaries or other creditorsBorrower. As to any matters not expressly provided for by this Agreement (including, without limitation, enforcement or collection of the Loan DocumentsNote), 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 all Lenders and such instructions shall be binding upon all Lenders and all holders of the NotesLenders; provided, however, that Agent shall not be required to take any action which exposes Agent to personal liability or which is contrary to the Loan Documents this Agreement or applicable law. 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 Agent may have as a matter of law; provided, however, Agent shall not, without the consent of 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 the Required Lenders. 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 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 (except as provided in Section 13.2 hereof), or (vii) would amend this sentence. For purposes of this paragraph, a Lender shall be deemed to have consented to any such action by 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 Agent notice, complying with the provision of Section 16.2 hereof, to the contrary. Agent shall not have liability to Lenders for failure or delay in exercising any right or power possessed by Agent pursuant to the Loan Documents or otherwise unless such failure or delay is caused by the gross negligence of the Agent.

Responsibility of Agent. It is expressly understood and agreed that the obligations of the Agent under the Loan Documents hereunder are only those expressly set forth in the Loan Documents, or as may be imposed by applicable law, this Agreement and that Agent, as the case may be, Agent shall be entitled to assume that no Event of Default or and no Unmatured Event of Default has occurred and is continuing, unless Agent, as the case may be, Agent has actual knowledge of such fact or has received notice from fact. Except to the extent Agent is required by the Lenders pursuant to the express terms hereof to take a Lender or Borrower that such Lender or Borrower consider that a Default or an Event of Default has occurred and is continuing and specifying specific action, the nature thereof. Neither Agent nor any of their directors, officers, attorneys or employees shall be liable for entitled to use its discretion with respect to exercising or refraining from exercising any rights which may be vested in it by, or with respect to taking or refraining from taking any action taken or omitted actions that it may be able to be taken by them take under or in connection with respect of, this Agreement and the Loan Documents, except for its or their own gross negligence or willful misconduct. The Agent shall incur no liability under or in respect of any of this Agreement and 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 that it may do or refrain from doing in the reasonable exercise of its judgment, or which that may seem to it to be necessary or desirabledesirable under the circumstances. It is agreed among the Agent and the Lenders that the Agent shall not be responsible have no responsibility to Lenders for any carry out field examinations or otherwise examine the books and records or properties of Borrower's or any Guarantor's recitals, statements, representations or warranties contained in any of the Loan Documents, or in any certificate or other document referred to or provided for in, or received by any Lender under, the Loan Documents, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of or any of the Loan Documents or for any failure by Borrower or any Guarantor to perform any of their obligations hereunder or thereunder. Agent may employ agents and attorneys-in-fact and shall not be answerable, except as to money or securities received by it or the Agent in its authorized agents, for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable caresole discretion deems appropriate. The relationship between the Agent and each Lender is only and shall be that of agent and principal only and has no fiduciary aspects. Nothing in the Loan Documents or elsewhere nothing herein shall be construed to constitute the Agent a joint venturer with any Lender, a trustee or fiduciary for any of the Lenders or for the holder of a participation therein nor impose on the Agent any duties or responsibilities and obligations other than those for which express provision is therein made. In performing its duties and functions hereunder, 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 Borrower or any of its beneficiaries or other creditors. As to any matters not expressly provided for by the Loan Documents, 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 all Lenders and such instructions shall be binding upon all Lenders and all holders of the Notes; provided, however, that Agent shall not be required to take any action which is contrary to the Loan Documents or applicable law. 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 Agent may have as a matter of law; provided, however, Agent shall not, without the consent of 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 the Required Lenders. 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 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 (except as provided in Section 13.2 hereof), or (vii) would amend this sentence. For purposes of this paragraph, a Lender shall be deemed to have consented to any such action by 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 Agent notice, complying with the provision of Section 16.2 hereof, to the contrary. Agent shall not have liability to Lenders for failure or delay in exercising any right or power possessed by Agent pursuant to the Loan Documents or otherwise unless such failure or delay is caused by the gross negligence of the Agentset forth herein.

Responsibility of Agent. Agent agrees to act, subject to the express conditions contained in this Section 15, in substantially the same manner that it would act in dealing with a loan held for its own account. It is expressly understood and agreed that the obligations of Agent under the Loan Documents are only those expressly set forth in the Loan Documents, or Documents as may be imposed by applicable law, to each and that Agent, as the case may be, shall be entitled to assume that no Default or Event of Default has occurred and is continuing, unless Agent, as the case may be, Agent has actual knowledge of such fact or has received notice from a Lender Bank or Borrower the Borrowers that such Lender Bank or Borrower consider the Borrowers considers that a Default or an Event of Default has occurred and is continuing and specifying the nature thereof. Neither Agent nor any of their its directors, officers, attorneys or employees shall be liable for any action taken or omitted to be taken by them under or in connection with the Loan Documents, except for its or their own gross negligence or willful misconduct. 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. Agent shall not be responsible to Lenders Banks for any of Borrower's or any Guarantor's the Borrowers' recitals, statements, representations or warranties contained in any of the Loan Documents, or in any certificate or other document referred to or provided for in, or received by any Lender Bank under, the Loan Documents, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of or any of the Loan Documents or for any failure by Borrower or any Guarantor the Borrowers to perform any of their its obligations hereunder or thereunder. Agent may employ 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 relationship between Agent and each Lender Bank is only that of agent and principal and has no fiduciary aspects. Nothing in the Loan Documents or elsewhere shall be construed to impose on Agent any duties or responsibilities other than those for which express provision is therein made. In performing its duties and functions hereunder, 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 Borrower or any of its beneficiaries or other creditors. As to any matters not expressly provided for by the Loan Documents, 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 all Lenders Banks and such instructions shall be binding upon all Lenders Banks and all holders of the Notes; provided, however, that Agent shall not be required to take any action which is contrary to the Loan Documents or applicable law. 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)Banks, any and all rights afforded to Agent, as the case may be, Agent by the Loan Documents or which Agent may have as a matter of law; provided, however, Agent shall notnot (i) except as provided in Section 7(b) hereof, without the consent of LendersMajority Banks designate the amount of the Borrowing Base or the Monthly Commitment Reduction or (ii) without the consent of all 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 the Required Lendersall Banks. Provided further, however, that no amendment, waiver, or other action shall be effected pursuant to the preceding sentence clause (ii) without the consent of all Lenders Banks which: (i) would increase the Borrowing Base or decrease the Monthly Commitment amount of any LenderReduction, (ii) would reduce any fees hereunder, or the principal of, or the interest on, any LenderBank's Note or Notes, (iii) would postpone any date fixed for any payment of any fees hereunder, or any principal or interest of any LenderBank's Note or Notes, (iv) would materially increase any LenderBank's obligations hereunder or would materially alter Agent's obligations to any Lender Bank hereunder, (v) would release Borrower Borrowers from its their obligation to pay any LenderBank's Note or Notes, (vi) would release any of the Guaranty and/or the Collateral (except as provided in Section 13.2 hereof)Collateral, or (vii) would change the definition of Majority Banks, (viii) would amend, modify or change any provision of this Agreement requiring the consent of all the Banks, (ix) 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 (x) would extend the Revolving Maturity Date or (xi) would amend this sentence or the previous sentence. For purposes of this paragraph, a Lender shall be deemed to have consented to any such action by 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 Agent notice, complying with the provision of Section 16.2 hereof, to the contrary. Agent shall not have liability to Lenders Banks for failure or delay in exercising any right or power possessed by Agent pursuant to the Loan Documents or otherwise unless such failure or delay is caused by the gross negligence of the Agent, in which case only the Agent responsible for such gross negligence shall have liability therefor to the Banks.

Responsibility of Agent. It is expressly understood and agreed that the obligations of Agent under the Loan Documents are only those expressly set forth in the Loan Documents, or as may be imposed by applicable law, Documents and that Agent, as the case may be, Agent shall be entitled to assume that no Default default or Event of Default has occurred and is continuing, unless Agent, as the case may be, Agent has actual knowledge of such fact or has received notice from a Lender or Borrower Bank that such Lender or Borrower consider Bank considers that a Default default or an Event of Default has occurred and is continuing and specifying the nature thereof. Neither Agent nor any of their its directors, officers, attorneys officers or employees shall be liable for any action taken or omitted to be taken by them it under or in connection with the Loan Documents, except for its or their own gross negligence or willful misconduct. 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. Agent shall not be responsible to Lenders Banks for any of Borrower's or any Guarantor's recitals, statements, representations or warranties contained in any of the Loan Documents, or in any certificate or other document referred to or provided for in, or received by any Lender Bank under, the Loan Documents, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of any of the Collateral or any of the Loan Documents or for any failure by Borrower or any Guarantor to perform any of their obligations hereunder or thereunder. Agent may employ 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 relationship between Agent and each Lender Bank is only that of agent and principal and has no fiduciary aspects. Nothing in the Loan Documents or elsewhere shall be construed to impose on Agent any duties or responsibilities other than those for which express provision is therein made. In performing its duties and functions hereunder, 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 Borrower or any of its beneficiaries their shareholders or other creditors. As to any matters not expressly provided for by the Loan DocumentsDocuments (including, without limitation, enforcement or collection of the Notes), 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 all Lenders Banks and such instructions shall be binding upon all Lenders Banks and all holders of the Notes; provided, however, that Agent shall not be required to take any action which is contrary to the Loan Documents or applicable law. (i) make any other amendment to the Loan Documents; or (ii) accelerate the outstanding balance due on the Notes. Agent shall have the right to exercise or refrain from exercising, and authority without necessity of notice or liability to the Lenders (except as otherwise provided Banks to release Collateral, if 100% of the net proceeds from the sale of such Collateral, after payment of superior lien indebtedness and taxes relating thereto, is paid to Agent for in this Agreement or by applicable law), any and all rights afforded to Agent, as the case may be, by ratable benefit of the Loan Documents or which Agent may have Banks as a matter prepayment of lawthe Notes; provided, however, Agent shall not, without the consent of Lenders, take any other action with regard that Agent's right 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 the Required Lenders. Provided further, however, that no amendment, waiver, or other action release Collateral hereunder shall be effected pursuant limited to releases of Collateral the preceding sentence without net sale proceeds of which shall not exceed, in the consent of all Lenders which: (i) would increase the Commitment amount of any Lenderaggregate, (ii) would reduce any fees hereunderon an annual basis, 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 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 (except as provided in Section 13.2 hereof), or (vii) would amend this sentence$5,000,000.00. For purposes of this paragraph, a Lender Bank shall be deemed to have consented to any such action by the Agent upon the passage of five ten (510) Business Days after written notice thereof is given to such Lender Bank in accordance with Section 16.2. 16 hereof, unless such Lender Bank shall have previously given Agent notice, complying with the provision of Section 16.2 16 hereof, to the contrary. Agent shall not have no liability to Lenders Banks for failure or delay in exercising any right or power possessed by Agent pursuant to the Loan Documents or otherwise unless such failure or delay is caused by the gross negligence of the Agent.

Responsibility of Agent. It is expressly understood and agreed that the obligations of Agent under the Loan Documents hereunder are only those expressly set forth in the Loan Documents, or as may be imposed by applicable law, this Agreement and that Agent, as the case may be, Agent shall be entitled to assume that no Default or Event of Default Default, has occurred and is continuing, unless Agent, as the case may be, Agent has actual knowledge of such fact or has received notice from fact. Except to the extent Agent is required by Lenders pursuant to the express terms hereof to take a Lender or Borrower that such Lender or Borrower consider that a Default or an Event of Default has occurred and is continuing and specifying the nature thereof. Neither specific action, Agent nor any of their directors, officers, attorneys or employees shall be liable for entitled to use its discretion with respect to exercising or refraining from exercising any rights which may be vested in it by, or with respect to taking or refraining from taking any action taken or omitted actions that it may be able to be taken by them take under or in connection with respect of, this Agreement and the Loan Documents, except for its or their own gross negligence or willful misconduct. Agent shall incur no liability under or in respect of any of this Agreement and 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 that it may do or refrain from doing in the reasonable exercise of its judgment, or which that may seem to it to be necessary or desirabledesirable under the circumstances. It is agreed among Agent and Lenders that Agent shall not be responsible have no responsibility to Lenders for carry out audits or otherwise examine the books and records or properties of any of Borrower's or any Guarantor's recitals, statements, representations or warranties contained in any of the Loan Documents, or in any certificate or other document referred to or provided for in, or received by any Lender under, the Loan Documents, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of or any of the Loan Documents or for any failure by Borrower or any Guarantor to perform any of their obligations hereunder or thereunder. Agent may employ agents and attorneys-in-fact and shall not be answerable, except as to money or securities received by it or Agent in its authorized agents, for reasonable discretion deems appropriate and in accordance with the negligence or misconduct terms of any such agents or attorneys-in-fact selected by it with reasonable carethis Agreement. The relationship between Agent and each Lender is only and shall be that of agent and principal only and has no fiduciary aspects. Nothing in the Loan Documents or elsewhere nothing herein shall be construed to constitute Agent a joint venturer with any Lender, a trustee or fiduciary for any Lender or for the holder of a participation therein nor impose on Agent any duties or responsibilities and obligations other than those for which express provision is therein made. In performing its duties and functions hereunder, 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 Borrower or any of its beneficiaries or other creditors. As to any matters not expressly provided for by the Loan Documents, 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 all Lenders and such instructions shall be binding upon all Lenders and all holders of the Notes; provided, however, that Agent shall not be required to take any action which is contrary to the Loan Documents or applicable law. 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 Agent may have as a matter of law; provided, however, Agent shall not, without the consent of 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 the Required Lenders. 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 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 (except as provided in Section 13.2 hereof), or (vii) would amend this sentence. For purposes of this paragraph, a Lender shall be deemed to have consented to any such action by 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 Agent notice, complying with the provision of Section 16.2 hereof, to the contrary. Agent shall not have liability to Lenders for failure or delay in exercising any right or power possessed by Agent pursuant to the Loan Documents or otherwise unless such failure or delay is caused by the gross negligence of the Agentset forth herein.

Responsibility of Agent. It is expressly understood and agreed that the obligations of Agent under the Loan Documents are only those expressly set forth in the Loan Documents, or Documents as may be imposed by applicable law, to each and that Agent, as the case may be, shall be entitled to assume that no Default or Event of Default has occurred and is continuing, unless Agent, as the case may be, Agent has actual knowledge of such fact or has received notice from a Lender Bank or Borrower the Borrowers that such Lender Bank or Borrower consider the Borrowers considers that a Default or an Event of Default has occurred and is continuing and specifying the nature thereof. Neither Agent nor any of their its directors, officers, attorneys or employees shall be liable for any action taken or omitted to be taken by them under or in connection with the Loan Documents, except for its or their own gross negligence or willful misconduct. 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. Agent shall not be responsible to Lenders Banks for any of Borrower's or any Guarantor's the Borrowers' recitals, statements, representations or warranties contained in any of the Loan Documents, or in any certificate or other document referred to or provided for in, or received by any Lender Bank under, the Loan Documents, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of or any of the Loan Documents or for any failure by Borrower or any Guarantor the Borrowers to perform any of their its obligations hereunder or thereunder. Agent may employ 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 relationship between Agent and each Lender Bank is only that of agent and principal and has no fiduciary aspects. Nothing in the Loan Documents or elsewhere shall be construed to impose on Agent any duties or responsibilities other than those for which express provision is therein made. In performing its duties and functions hereunder, 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 Borrower or any of its beneficiaries or other creditors. As to any matters not expressly provided for by the Loan Documents, 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 all Lenders Banks and such instructions shall be binding upon all Lenders Banks and all holders of the Notes; provided, however, that Agent shall not be required to take any action which is contrary to the Loan Documents or applicable law. 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)Banks, any and all rights afforded to Agent, as the case may be, Agent by the Loan Documents or which Agent may have as a matter of law; provided, however, Agent shall notnot (i) except as provided in Section 7.2 hereof, without the consent of LendersMajority Banks designate the amount of the Borrowing Base or the Monthly Commitment Reduction or (ii) without the consent of all 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 the Required Lendersall Banks. Provided further, however, that no amendment, waiver, or other action shall be effected pursuant to the preceding sentence clause (ii) without the consent of all Lenders Banks which: (i) would increase the Borrowing Base or decrease the Monthly Commitment amount of any LenderReduction, (ii) would reduce any fees hereunder, or the principal of, or the interest on, any LenderBank's Note or Notes, (iii) would postpone any date fixed for any payment of any fees hereunder, or any principal or interest of any LenderBank's Note or Notes, (iv) would materially increase any LenderBank's obligations hereunder or would materially alter Agent's obligations to any Lender Bank hereunder, (v) would release Borrower Borrowers from its their obligation to pay any LenderBank's Note or Notes, (vi) would release any of the Guaranty and/or the Collateral (except as provided in Section 13.2 hereof)Collateral, or (vii) would change the definition of all Banks, (viii) would amend, modify or change any provision of this Agreement requiring the consent of all the Banks, (ix) 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 (x) would extend the Revolving Maturity Date or (xi) would amend this sentence or the previous sentence. For purposes of this paragraph, a Lender shall be deemed to have consented to any such action by 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 Agent notice, complying with the provision of Section 16.2 hereof, to the contrary. Agent shall not have liability to Lenders Banks for failure or delay in exercising any right or power possessed by Agent pursuant to the Loan Documents or otherwise unless such failure or delay is caused by the gross negligence of the Agent, in which case only the Agent responsible for such gross negligence shall have liability therefor to the Banks.

Responsibility of Agent. It is expressly understood and agreed that the obligations of Agent under the Loan Documents are only those expressly set forth in the Loan Documents, or Documents as may be imposed by applicable law, to each and that Agent, as the case may be, shall be entitled to assume that no Default or Event of Default has occurred and is continuing, unless Agent, as the case may be, Agent has actual knowledge of such fact or has received notice from a Lender or Borrower Borrowers that such Lender or Borrower Borrowers consider that a Default or an Event of Default has occurred and is continuing and specifying the nature thereof. Neither Agent nor any of their its directors, officers, attorneys or employees shall be liable for any action taken or omitted to be taken by them under or in connection with the Loan Documents, except for its or their own gross negligence or willful misconduct. 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. The Syndication Agents, the Documentation Agents and the Arranger shall have no responsibilities as an agent hereunder. Agent shall not be responsible to Lenders for any of Borrower's or any Guarantor's Borrowers' recitals, statements, representations or warranties contained in any of the Loan Documents, or in any certificate or other document referred to or provided for in, or received by any Lender under, the Loan Documents, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of or any of the Loan Documents or for any failure by Borrower or any Guarantor Borrowers to perform any of their obligations hereunder or thereunder. Agent may employ 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 relationship between Agent and each Lender is only that of agent and principal and has no fiduciary aspects. Nothing in the Loan Documents or elsewhere shall be construed to impose on Agent any duties or responsibilities other than those for which express provision is therein made. In performing its duties and functions hereunder, 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 Borrower Borrowers or any of its their beneficiaries or other creditors. As to any matters not expressly provided for by the Loan Documents, 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 all Lenders and such instructions shall be binding upon all Lenders and all holders of the Notes; provided, however, that Agent shall not be required to take any action which is contrary to the Loan Documents or applicable law. 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)Lenders, any and all rights afforded to Agent, as the case may be, Agent by the Loan Documents or which Agent may have as a matter of law; provided, however, Agent shall notnot (i) except as provided herein and in Section 7(b), without the consent of Super Majority Lenders designate the amount of the Borrowing Base, or approve the sale, release or substitution of Collateral other than the sale of Collateral permitted pursuant to Section 13(a)(ii), or (ii) without the consent of Required Lenders, take any other action with regard to amending the Loan Documents, waiving any default under the Loan Documents Documents, or taking any other action with respect to the Loan Documents which requires consent of the Required Lenders. 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 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 (except as provided in Section 13.2 hereof), or (vii) would amend this sentence. For purposes of this paragraph, a Lender shall be deemed to have consented to any such action by 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 Agent notice, complying with the provision of Section 16.2 hereof, to the contraryDocuments. Agent shall not have liability to Lenders for failure or delay in exercising any right or power possessed by Agent pursuant to the Loan Documents or otherwise unless such failure or delay is caused by the gross negligence of the Agent, in which case only the Agent responsible for such gross negligence shall have liability therefor to the Lenders.

Responsibility of Agent. It is expressly understood and agreed that the obligations of Agent under the Loan Documents hereunder are only those expressly set forth in the Loan Documents, or as may be imposed by applicable law, this Agreement and that Agent, as the case may be, Agent shall be entitled to assume that no Default or Event of Default Default, has occurred and is continuing, unless Agent, as the case may be, Agent has actual knowledge of such fact or has received notice from fact. Except to the extent Agent is required by Majority Lenders pursuant to the express terms hereof to take a Lender or Borrower that such Lender or Borrower consider that a Default or an Event of Default has occurred and is continuing and specifying the nature thereof. Neither specific action, Agent nor any of their directors, officers, attorneys or employees shall be liable for entitled to use its discretion with respect to exercising or refraining from exercising any rights which may be vested in it by, or with respect to taking or refraining from taking any action taken or omitted actions that it may be able to be taken by them take under or in connection with respect of, this Agreement and the Loan Documents, except for its or their own gross negligence or willful misconduct. Agent shall incur no liability under or in respect of any of this Agreement and 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 that it may do or refrain from doing in the reasonable exercise of its judgment, or which that may seem to it to be necessary or desirabledesirable under the circumstances. It is agreed among Agent and Lenders that Agent shall not be responsible have no responsibility to Lenders for carry out audits or otherwise examine the books and records or properties of any of Borrower's or any Guarantor's recitals, statements, representations or warranties contained in any of the Loan Documents, or in any certificate or other document referred to or provided for in, or received by any Lender under, the Loan Documents, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of or any of the Loan Documents or for any failure by Borrower or any Guarantor to perform any of their obligations hereunder or thereunder. Agent may employ agents and attorneys-in-fact and shall not be answerable, except as to money or securities received by it or Agent in its authorized agents, for reasonable discretion deems appropriate and in accordance with the negligence or misconduct terms of any such agents or attorneys-in-fact selected by it with reasonable carethis Agreement. The relationship between Agent and each Lender is only and shall be that of agent and principal only and has no fiduciary aspects. Nothing in the Loan Documents or elsewhere nothing herein shall be construed to constitute Agent a joint venturer with any Lender, a trustee or fiduciary for any Lender or for the holder of a participation therein nor impose on Agent any duties or responsibilities and obligations other than those for which express provision is therein made. In performing its duties and functions hereunder, 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 Borrower or any of its beneficiaries or other creditors. As to any matters not expressly provided for by the Loan Documents, 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 all Lenders and such instructions shall be binding upon all Lenders and all holders of the Notes; provided, however, that Agent shall not be required to take any action which is contrary to the Loan Documents or applicable law. 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 Agent may have as a matter of law; provided, however, Agent shall not, without the consent of 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 the Required Lenders. 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 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 (except as provided in Section 13.2 hereof), or (vii) would amend this sentence. For purposes of this paragraph, a Lender shall be deemed to have consented to any such action by 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 Agent notice, complying with the provision of Section 16.2 hereof, to the contrary. Agent shall not have liability to Lenders for failure or delay in exercising any right or power possessed by Agent pursuant to the Loan Documents or otherwise unless such failure or delay is caused by the gross negligence of the Agentset forth herein.

Responsibility of Agent. It is expressly understood and agreed that the obligations of Agent under the Loan Documents are only those expressly set forth in the Loan Documents, or as may be imposed by applicable law, Documents and that Agent, as the case may be, Agent shall be entitled to assume that no Default default or Event of Default has occurred and is continuing, unless Agent, as the case may be, Agent has actual knowledge of such fact or has received notice from a Lender or Borrower Bank that such Lender or Borrower consider Bank considers that a Default default or an Event of Default has occurred and is continuing and specifying the nature thereof. Neither Agent nor any of their its directors, officers, attorneys officers or employees shall be liable for any action taken or omitted to be taken by them it under or in connection with the Loan Documents, except for its or their own gross negligence or willful misconduct. 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. Agent shall not be responsible to Lenders Banks for any of Borrower's or any Guarantor's recitals, statements, representations or warranties contained in any of the Loan Documents, or in any certificate or other document referred to or provided for in, or received by any Lender Bank under, the Loan Documents, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of any of the Collateral or any of the Loan Documents or for any failure by Borrower or any Guarantor to perform any of their obligations hereunder or thereunder. Agent may employ 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 relationship between Agent and each Lender Bank is only that of agent and principal and has no fiduciary aspects. Nothing in the Loan Documents or elsewhere shall be construed to impose on Agent any duties or responsibilities other than those for which express provision is therein made. In performing its duties and functions hereunder, 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 Borrower or any of its beneficiaries their shareholders or other creditors. As to any matters not expressly provided for by the Loan DocumentsDocuments (including, without limitation, enforcement or collection of the Notes), 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 all Lenders Banks and such instructions shall be binding upon all Lenders Banks and all holders of the Notes; provided, however, that Agent shall not be required to take any action which is contrary to the Loan Documents or applicable law. 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)Banks, any and all rights afforded to Agent, as the case may be, Agent by the Loan Documents or which Agent may have as a matter of law; providedPROVIDED, howeverHOWEVER, that Agent shall not, not (A) without the consent of Lenders, take any other action with regard to amending all Banks (i) amend the Loan DocumentsDocuments to (x) change the method of computing interest so as to decrease the interest payable on the Notes, waiving (y) increase or decrease the principal amount of the Notes, (z) extend the Maturity Date; or (ii) waive any default under the Loan Documents Documents; or taking (iii) make a redetermination of the Borrowing Base; or (iv) defer the date for payment of principal interest or any fee; or (v) make any changes in the fees payable hereunder (except the Agency fee which does not require the consent of the Banks other than the Agent); or (vi) release any guaranty; or (vii) make any change in the definition of Majority Banks; or (viii) make any change in the number of Banks required to take any action under this Agreement; or (ix) make any change in Sections 7(b) or 13(n) of this Agreement; or (x) make any change in the Subordination Agreement; and (B) without the consent of Majority Banks (i) make any other action with respect amendment to the Loan Documents which requires consent Documents; or (ii) accelerate the outstanding balance due on the Notes. Agent shall have the right and authority without necessity of notice or liability to the Banks to release Collateral, if 100% of the Required Lenders. Provided furthernet proceeds from the sale of such Collateral, after payment of superior lien indebtedness and taxes relating thereto, is paid to Agent for the ratable benefit of the Banks as a prepayment of the Notes; provided, however, that no amendment, waiver, or other action Agent's right to release Collateral hereunder shall be effected pursuant limited to releases of Collateral the preceding sentence without net sale proceeds of which shall not exceed, in the consent of all Lenders which: (i) would increase the Commitment amount of any Lenderaggregate, (ii) would reduce any fees hereunderon an annual basis, 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 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 (except as provided in Section 13.2 hereof), or (vii) would amend this sentence$5,000,000.00. For purposes of this paragraph, a Lender Bank shall be deemed to have consented to any such action by the Agent upon the passage of five ten (510) Business Days after written notice thereof is given to such Lender Bank in accordance with Section 16.2. 16 hereof, unless such Lender Bank shall have previously given Agent notice, complying with the provision of Section 16.2 16 hereof, to the contrary. Agent shall not have no liability to Lenders Banks for failure or delay in exercising any right or power possessed by Agent pursuant to the Loan Documents or otherwise unless such failure or delay is caused by the gross negligence of the Agent.

Responsibility of Agent. Agent agrees to act, subject to the express conditions contained in this Section 13, in substantially the same manner that it would act in dealing with a loan held for its own account. It is expressly understood and agreed that the obligations of Agent under the Loan Documents are only those expressly set forth in the Loan Documents, or as may be imposed by applicable law, Documents and that Agent, as the case may be, Agent shall be entitled to assume that no Default or Event of Default has occurred and is continuing, unless Agent, as the case may be, Agent has actual knowledge of such fact or has received notice from a Lender Bank or Borrower the Borrowers that such Lender Bank or Borrower consider the Borrowers considers that a Default or an Event of Default has occurred and is continuing and specifying the nature thereof. Neither Agent nor any of their its directors, officers, attorneys or employees shall be liable for any action taken or omitted to be taken by them under or in connection with the Loan Documents, except for its or their own gross negligence or willful misconduct. 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. Agent shall not be responsible to Lenders the Banks for any of Borrower's or any Guarantor's the Borrowers' recitals, statements, representations or warranties contained in any of the Loan Documents, or in any certificate or other document referred to or provided for in, or received by any Lender Bank under, the Loan Documents, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of or any of the Loan Documents or for any failure by Borrower or any Guarantor the Borrowers to perform any of their obligations hereunder or thereunder. Agent may employ 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 relationship between Agent and each Lender Bank is only that of agent and principal and has no fiduciary aspects. Nothing in the Loan Documents or elsewhere shall be construed to impose on Agent any duties or responsibilities other than those for which express provision is therein made. In performing its duties and functions hereunder, 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 Borrower or any of its beneficiaries or other creditors. As to any matters not expressly provided for by the Loan Documents, 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 all Lenders Banks and such instructions shall be binding upon all Lenders Banks and all holders of the Notes; provided, however, that Agent shall not be required to take any action which is contrary to the Loan Documents or applicable law. 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)Banks, any and all rights afforded to Agent, as the case may be, Agent by the Loan Documents or which Agent may have as a matter of law; provided, however, Agent shall notnot (i) except as provided in Section 5(b) above, without the consent of LendersMajority Banks designate the amount of the Borrowing Base or the Monthly Commitment Reduction or (ii) without the consent of all 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 the Required Lenders. Provided further, however, all Banks; provided that no amendment, waiver, or other action shall be effected pursuant to the preceding sentence clause (ii) without the consent of all Lenders Banks which: (iA) would increase the Borrowing Base or decrease the Monthly Commitment amount of any LenderReduction, (iiB) would reduce any fees hereunder, or the principal of, or the interest on, any LenderBank's Note or Notes, (iiiC) would postpone any date fixed for any payment of any fees hereunder, or any principal or interest of any LenderBank's Note or Notes, (ivD) would materially increase any LenderBank's obligations hereunder or would materially alter Agent's obligations to any Lender Bank hereunder, (vE) would release Borrower any of the Borrowers from its obligation to pay any LenderBank's Note or Notes, (viF) would release any of the Guaranty and/or Collateral, (G) would change the Collateral definition of Majority Banks, (except as provided in Section 13.2 hereof)H) would amend, modify or change any provision of this Agreement requiring the consent of all of the Banks, (I) 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 (viiJ) would extend the Maturity Date or (K) would amend this sentence or the previous sentence. For purposes of this paragraph, a Lender shall be deemed to have consented to any such action by 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 Agent notice, complying with the provision of Section 16.2 hereof, to the contrary. Agent shall not have liability to Lenders Banks for failure or delay in exercising any right or power possessed by Agent pursuant to the Loan Documents or otherwise unless such failure or delay is caused by the gross negligence of Agent, in which case only such Agent that was responsible for such gross negligence shall have liability therefor to the AgentBanks.

Responsibility of Agent. It is expressly understood and agreed that the obligations of Agent under the Loan Documents are only those expressly set forth in the Loan Documents, or Documents as may be imposed by applicable law, to each and that Agent, as the case may be, shall be entitled to assume that no Default or Event of Default has occurred and is continuing, unless Agent, as the case may be, Agent has actual knowledge of such fact or has received notice from a Lender or the Borrower that such Lender or the Borrower consider considers that a Default or an Event of Default has occurred and is continuing and specifying the nature thereof. Neither Agent nor any of their its directors, officers, attorneys or employees shall be liable for any action taken or omitted to be taken by them under or in connection with the Loan Documents, except for its or their own gross negligence or willful misconduct. 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. The Syndication Agent and the Arranger shall have no responsibilities as an agent hereunder. Agent shall not be responsible to Lenders for any of the Borrower's or any Guarantor's recitals, statements, representations or warranties contained in any of the Loan Documents, or in any certificate or other document referred to or provided for in, or received by any Lender under, the Loan Documents, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of or any of the Loan Documents or for any failure by the Borrower or any Guarantor to perform any of their its obligations hereunder or thereunder. Agent may employ 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 relationship between Agent and each Lender is only that of agent and principal and has no fiduciary aspects. Nothing in the Loan Documents or elsewhere shall be construed to impose on Agent any duties or responsibilities other than those for which express provision is therein made. In performing its duties and functions hereunder, 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 Borrower or any of its beneficiaries or other creditors. As to any matters not expressly provided for by the Loan Documents, 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 all Lenders and such instructions shall be binding upon all Lenders and all holders of the Notes; provided, however, that Agent shall not be required to take any action which is contrary to the Loan Documents or applicable law. 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 Agent may have as a matter of law; provided, however, Agent shall not, without the consent of 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 the Required Lenders. 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 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 (except as provided in Section 13.2 hereof), or (vii) would amend this sentence. For purposes of this paragraph, a Lender shall be deemed to have consented to any such action by 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 Agent notice, complying with the provision of Section 16.2 hereof, to the contrary. Agent shall not have liability to Lenders for failure or delay in exercising any right or power possessed by Agent pursuant to the Loan Documents or otherwise unless such failure or delay is caused by the gross negligence of the Agent.

Responsibility of Agent. It is expressly understood and agreed that the obligations of the Agent under the Loan Documents hereunder are only those expressly set forth in the Loan Documents, or as may be imposed by applicable law, this Agreement and that Agent, as the case may be, Agent shall be entitled to assume that no Event of Default or and no Unmatured Event of Default has occurred and is continuing, unless Agent, as the case may be, Agent has actual knowledge of such fact or has received notice from fact. Except to the extent Agent is required by the Lenders pursuant to the express terms hereof to take a Lender or Borrower that such Lender or Borrower consider that a Default or an Event of Default has occurred and is continuing and specifying specific action, the nature thereof. Neither Agent nor any of their directors, officers, attorneys or employees shall be liable for entitled to use its discretion with respect to exercising or refraining from exercising any rights which may be vested in it by, or with respect to taking or refraining from taking any action taken or omitted actions that it may be able to be taken by them take under or in connection with respect of, this Agreement and the Loan Documents, except for its or their own gross negligence or willful misconduct. The Agent shall incur no liability under or in respect of any of this Agreement and 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 that it may do or refrain from doing in the reasonable exercise of its judgment, or which that may seem to it to be necessary or desirabledesirable under the circumstances. It is agreed among the Agent and the Lenders that the Agent shall not be responsible have no responsibility to Lenders for any carry out audits or otherwise examine the books and records or properties of Borrower's or any Guarantor's recitals, statements, representations or warranties contained in any of the Loan Documents, or in any certificate or other document referred to or provided for in, or received by any Lender under, the Loan Documents, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of or any of the Loan Documents or for any failure by Borrower or any Guarantor to perform any of their obligations hereunder or thereunder. Agent may employ agents and attorneys-in-fact and shall not be answerableBorrowers, except as to money or securities received by it or the Agent in its authorized agents, for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable caresole discretion deems appropriate. The relationship between the Agent and each Lender is only and shall be that of agent and principal only and has no fiduciary aspects. Nothing in the Loan Documents or elsewhere nothing herein shall be construed to constitute the Agent a joint venturer with any Lender, a trustee or fiduciary for any of the Lenders or for the holder of a participation therein nor impose on the Agent any duties or responsibilities and obligations other than those for which express provision is therein made. In performing its duties and functions hereunder, 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 Borrower or any of its beneficiaries or other creditors. As to any matters not expressly provided for by the Loan Documents, 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 all Lenders and such instructions shall be binding upon all Lenders and all holders of the Notes; provided, however, that Agent shall not be required to take any action which is contrary to the Loan Documents or applicable law. 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 Agent may have as a matter of law; provided, however, Agent shall not, without the consent of 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 the Required Lenders. 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 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 (except as provided in Section 13.2 hereof), or (vii) would amend this sentence. For purposes of this paragraph, a Lender shall be deemed to have consented to any such action by 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 Agent notice, complying with the provision of Section 16.2 hereof, to the contrary. Agent shall not have liability to Lenders for failure or delay in exercising any right or power possessed by Agent pursuant to the Loan Documents or otherwise unless such failure or delay is caused by the gross negligence of the Agentset forth herein.

Responsibility of Agent. It is expressly understood and agreed that the obligations of Agent under the Loan Documents hereunder are only those expressly set forth in the Loan Documents, or as may be imposed by applicable law, this Agreement and that Agent, as the case may be, Agent shall be entitled to assume that no Default or Event of Default has occurred and is continuing, unless Agent, as the case may be, Agent has actual knowledge of such fact or has received notice from fact. Except to the extent Agent is required by Lenders pursuant to the express terms hereof to take a Lender or Borrower that such Lender or Borrower consider that a Default or an Event of Default has occurred and is continuing and specifying the nature thereof. Neither specific action, Agent nor any of their directors, officers, attorneys or employees shall be liable for entitled to use its discretion with respect to exercising or refraining from exercising any rights which may be vested in it by, or with respect to taking or refraining from taking any action taken or omitted actions that it may be able to be taken by them take under or in connection with respect of, this Agreement and the Loan Documents, except for its or their own gross negligence or willful misconduct. Agent shall incur no liability under or in respect of any of this Agreement and 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 that it may do or refrain from doing in the reasonable exercise of its judgment, or which that may seem to it to be necessary or desirabledesirable under the circumstances. Agent shall not be responsible have no responsibility to Lenders for any carry out audits or otherwise examine the books and records or properties of Borrower's or any Guarantor's recitals, statements, representations or warranties contained in any of the Loan Documents, or in any certificate or other document referred to or provided for in, or received by any Lender under, the Loan Documents, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of or any of the Loan Documents or for any failure by Borrower or any Guarantor to perform any of their obligations hereunder or thereunder. Agent may employ agents and attorneys-in-fact and shall not be answerableBorrowers, except as to money or securities received by it or Agent in its authorized agents, for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable carediscretion deems appropriate. The relationship between Agent and each Lender is only and shall be limited to that of agent and principal and has no fiduciary aspects. Nothing in the Loan Documents or elsewhere nothing herein shall be construed to constitute Agent a joint venturer with any Lender, a trustee or fiduciary for any Lender or for the holder of a participation, nor impose on upon Agent any duties or responsibilities and obligations other than those for which express provision is therein made. In performing its duties and functions hereunder, 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 Borrower or any of its beneficiaries or other creditors. As to any matters not expressly provided for by the Loan Documents, 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 all Lenders and such instructions shall be binding upon all Lenders and all holders of the Notes; provided, however, that Agent shall not be required to take any action which is contrary to the Loan Documents or applicable law. 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 Agent may have as a matter of law; provided, however, Agent shall not, without the consent of 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 the Required Lenders. 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 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 (except as provided in Section 13.2 hereof), or (vii) would amend this sentence. For purposes of this paragraph, a Lender shall be deemed to have consented to any such action by 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 Agent notice, complying with the provision of Section 16.2 hereof, to the contrary. Agent shall not have liability to Lenders for failure or delay in exercising any right or power possessed by Agent pursuant to the Loan Documents or otherwise unless such failure or delay is caused by the gross negligence of the Agentset forth herein.

Responsibility of Agent. It is expressly understood and agreed that the obligations of the Agent under the Loan Documents hereunder are only those expressly set forth in the Loan Documents, or as may be imposed by applicable law, this Agreement and that Agent, as the case may be, Agent shall be entitled to assume that no Default or Event of Default Default, and no event which with the passage of time, or the giving of notice, would constitute an Event of Default, has occurred and is continuing, unless Agent, as the case may be, Agent has actual knowledge of such fact fact. Except to the extent Agent is required by the Lenders pursuant to the express terms hereof to take, or has received notice refrain from taking, a Lender or Borrower that such Lender or Borrower consider that a Default or an Event of Default has occurred and is continuing and specifying specific action, the nature thereof. Neither Agent nor any of their directors, officers, attorneys or employees shall be liable for entitled to use its discretion with respect to exercising or refraining from exercising any rights which may be vested in it by, or with respect to taking or refraining from taking any action taken or omitted actions that it may be able to be taken by them take under or in connection with respect of, this Agreement and the Loan Documents, except for its or their own . Except gross negligence or willful wilful misconduct. , the Agent shall incur no liability under or in respect of any of this Agreement and 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 that it may do or refrain from doing in the reasonable exercise of its judgment, or which that may seem to it to be necessary or desirable. Agent shall not be responsible to Lenders for any of Borrower's or any Guarantor's recitals, statements, representations or warranties contained in any of desirable under the Loan Documents, or in any certificate or other document referred to or provided for in, or received by any Lender under, the Loan Documents, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of or any of the Loan Documents or for any failure by Borrower or any Guarantor to perform any of their obligations hereunder or thereunder. Agent may employ 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 carecircumstances. The relationship between the Agent and each Lender is only and shall be that of agent and principal only and has no fiduciary aspects. Nothing in the Loan Documents or elsewhere nothing herein shall be construed to constitute the Agent a joint venturer with any Lender, a trustee or fiduciary for any of the Lenders or for the holder of a participation therein nor impose on the Agent any duties or responsibilities and obligations other than those for which express provision is therein made. In performing its duties and functions hereunder, 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 Borrower or any of its beneficiaries or other creditors. As to any matters not expressly provided for by the Loan Documents, 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 all Lenders and such instructions shall be binding upon all Lenders and all holders of the Notes; provided, however, that Agent shall not be required to take any action which is contrary to the Loan Documents or applicable law. 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 Agent may have as a matter of law; provided, however, Agent shall not, without the consent of 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 the Required Lenders. 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 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 (except as provided in Section 13.2 hereof), or (vii) would amend this sentence. For purposes of this paragraph, a Lender shall be deemed to have consented to any such action by 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 Agent notice, complying with the provision of Section 16.2 hereof, to the contrary. Agent shall not have liability to Lenders for failure or delay in exercising any right or power possessed by Agent pursuant to the Loan Documents or otherwise unless such failure or delay is caused by the gross negligence of the Agentset forth herein.