Common use of Agent’s Duties Clause in Contracts

Agent’s Duties. The Administrative Agent shall not have any duties or obligations except those expressly set forth herein. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby that the Administrative Agent is required to exercise in writing by the Majority Lenders, and (c) except as expressly set forth herein, and except with respect to material information delivered pursuant to this Agreement to the Administrative Agent in its capacity as such, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Subsidiaries that is communicated to or obtained by the bank serving as Administrative Agent or any of its Affiliates in any capacity. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or not taken by it or them under or in connection with this Agreement, with the consent or at the request of the Majority Lenders (or all the Lenders, if applicable), in the absence of its or their own gross negligence or willful misconduct. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent by the Borrower or a Lender, and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement, (ii) the contents of any certificate, report or other document delivered hereunder or in connection herewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.

Agent’s Duties. The Administrative (a) Other than as specified in this Agreement and any amendment hereto, the Agent shall not be required to take or refrain from taking any actions, to exercise or refrain from exercising any rights, or to make or refrain from making any requests unless it shall first receive proper written instructions from Secured Parties (or their respective successors or assigns) holding at representing at least two-thirds of the aggregate principal amount of the Notes then outstanding. (b) The Agent shall hold all Collateral received by it, and shall make disposition thereof, only in accordance with this Agreement or any amendment thereto. Except for the safe custody of any Collateral in its possession and the accounting for moneys actually received by it hereunder, the Agent shall have no duty as to any Collateral, as to ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relative to any Pledged Interests, whether or not the Agent or any of the Secured Parties has or is deemed to have knowledge of such matters, or as to the taking of any necessary steps to preserve rights against any parties or any other rights pertaining to any Collateral. (c) The Agent shall not be under any duty or obligation to inspect, review or examine any document, instrument, certificate, agreement or other papers to determine that they are enforceable or that they are other than what they purport to be on their face. The Agent shall hold any Collateral delivered to the Agent as the agent of and for the benefit of each Secured Party, without preference as to any Secured Party. (d) The duties and obligations of the Agent shall be determined solely by the express provisions of this Agreement and the Purchase Agreement, or any amendments or any instructions permitted hereby. The Agent shall have no obligation with respect to any other matters covered in any other document other than as expressly provided herein, or any amendment hereto. The Agent shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Agreement or as set forth in a written amendment to this Agreement executed by the parties hereto or their successors or assigns. No representations, warranties, covenants or obligations except those expressly set forth hereinof the Agent or any Secured Party shall be implied with respect to this Agreement or the Agent’s services hereunder. Without limiting the generality of the foregoing, the Agent: (ai) shall use the Administrative same degree of care and skill as a reasonable person would use in similar circumstances (without limiting the generality of the foregoing, the Agent shall be deemed to have exercised reasonable care in the custody and preservation of any Collateral in its possession if such Collateral is accorded treatment substantially equal to that which the Agent accords its own property of like tenor); (ii) shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty obligated to take any discretionary legal action hereunder that might in its reasonable judgment involve any risk of expense or exercise liability unless it has been furnished with indemnity or security satisfactory to it from the Secured Parties; (iii) may conclusively rely on and shall be protected in acting in good faith upon any discretionary powerscertificate, except discretionary rights instrument, opinion, notice, letter, or other document, or any security, delivered to it and powers expressly contemplated hereby that the Administrative Agent is required in good faith believed by it to exercise in writing be genuine and to have been signed by the Majority Lendersproper party or parties; (iv) may conclusively rely on and shall be protected in acting in good faith upon the written instructions of Secured Parties holding at least two-thirds of the aggregate principal amount of the Notes then outstanding; (v) may consult its own independent counsel satisfactory to it and the opinion of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered, or omitted by it hereunder in good faith and in furtherance of its duties hereunder, in accordance with the opinion of such counsel; (cvi) except as expressly set forth herein, and except with respect to material information delivered pursuant to this Agreement to may execute any of the Administrative Agent in its capacity as such, the Administrative Agent shall not have powers hereunder or perform any duty to disclose, duties hereunder either directly or through agents or attorneys and shall not be liable for the failure to disclose, acts or omissions of any information relating such agent or attorney appointed with due care hereunder; and (vii) will be regarded as making no representation and having no responsibilities (except as expressly set forth herein) as to the Borrower validity, sufficiency, value, genuineness, ownership or transferability of any portion of its Subsidiaries that is communicated the Collateral, and will not be required to and will not make any representations as to the validity, value or obtained by genuineness of any portion of the bank serving as Administrative Agent or any of its Affiliates in any capacity. Collateral. (e) Neither the Administrative Agent nor any of its directors, officerspartners, agents or employees employees, shall be liable for any error in judgment, for any mistake of fact or for any action taken or not omitted to be taken by it or them under hereunder or in connection with herewith in good faith and believed by it or them to be within the purview of this Agreement, with the consent or at the request of the Majority Lenders (or all the Lenders, if applicable), in the absence of except for its or their own gross negligence or willful misconduct. The Administrative In no event shall the Agent shall or its partners, officers, agents and employees be deemed not held liable for any special, indirect, punitive or consequential damages resulting from any action taken or omitted to have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent be taken by the Borrower it or a Lender, and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or them hereunder in connection with herewith even if advised of the possibility of such damages. (f) Whenever, in the administration of this Agreement, the Agent reasonably shall deem it necessary that a matter be proved or established prior to taking, suffering or omitting any action under this Agreement, such matter (iiunless other evidence in respect thereof be herein specifically prescribed) the contents of any certificate, report or other document delivered hereunder or in connection herewith, (iii) the performance or observance of any may be deemed to be conclusively proved and established by a certificate of the covenantsSecured Parties, agreements and such certificate shall be full warranty to the Agent for any action taken, suffered or other terms or conditions set forth herein, (iv) omitted under the validity, enforceability, effectiveness or genuineness provisions of this Agreement or any other agreementAgreement, instrument or document, or (v) upon the satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agentfaith thereof.

Agent’s Duties. The Administrative Agent shall not have any follow its customary standards, policies and procedures in performing its duties or obligations except those expressly set forth herein. Without limiting the generality as Agent hereunder and in performing such duties shall use that degree of the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred care and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby attention that the Administrative Agent is required to exercise in writing by the Majority Lenders, and (c) except as expressly set forth herein, and except exercises with respect to material information delivered pursuant to this Agreement to the Administrative administration of comparable financing facilities that the Agent in extends for its capacity as such, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Subsidiaries that is communicated to or obtained by the bank serving as Administrative Agent or any of its Affiliates in any capacityown account. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or not omitted to be taken by it or them as Agent under or in connection with this Agreement (including, without limitation, the Agent's servicing, administering or collecting Collateral as Security Agent pursuant to the Warehouse Security Agreement, with the consent or at the request of the Majority Lenders (or all the Lenders, if applicable), in the absence of except for its or their own willful misconduct, gross negligence or willful misconductbad faith. The Administrative Agent Without limiting the generality of the foregoing, the Agent: (i) may consult with legal counsel, independent public accountants and other experts selected by it and shall not be deemed not liable for any action taken or omitted to have knowledge be taken in good faith by it in accordance with the advice of any Default unless and until written notice thereof is given such counsel, accountants or experts; (ii) makes no warranty or representation to the Administrative Agent by the Borrower or a Lender, Lender and the Administrative Agent shall not be responsible to the Lender for any statements, warranties or have any duty to ascertain representations (whether written or inquire into (ioral) any statement, warranty or representation made by the Borrower in or in connection with this Agreement, (ii) the contents of any certificate, report or other document delivered hereunder or in connection herewith, ; (iii) shall not be responsible to the performance or observance of any of Lender for the covenantsdue execution, agreements or other terms or conditions set forth hereinlegality, (iv) the validity, enforceability, effectiveness genuineness, sufficiency or genuineness value of this Agreement, the Note, any other Credit Document, any Collateral Document or any other instrument or document furnished pursuant hereto; and (iv) shall incur no liability under or in respect of this Agreement by acting upon any notice (including notice by telephone), consent, certificate or any other agreement, instrument or documentwriting (which may be by telecopier, telegram, cable or (vtelex) the satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required believed by it to be delivered to genuine and signed or sent by the Administrative Agentproper party or parties.

Agent’s Duties. The Administrative Agent shall not have any duties or obligations except those expressly set forth herein. Without limiting the generality of the foregoing, shall: -------------- (a) promptly upon receipt thereof, inform each Lender of the Administrative contents of (and, if requested, provide a copy to such Lender of) any notice, document, request or other information received by it in its capacity as Agent hereunder from either Borrower, any Guarantor, or any Lender; (b) promptly notify each Lender of the occurrence of any Event or Event of Default, provided, however, that the Agent shall not be subject -------- ------- deemed to have knowledge or notice of the occurrence of any fiduciary Event or other implied dutiesEvent of Default, regardless of whether a Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby that the Administrative Agent is required to exercise in writing by the Majority Lenders, and (c) except as expressly set forth herein, and except with respect to material information delivered pursuant defaults in the payment of principal, interest and fees required to be paid to the Agent for the account of the Lenders, unless the Agent shall have received written notice from a Lender or a Borrower referring to this Agreement Agreement, describing such Event or Event of Default and stating that such notice is a "notice of default"; (c) each time either Borrower requests the prior written consent of the Instructing Group of the Lenders, use its best efforts to obtain and communicate to such Borrower the response of the Instructing Group of the Lenders in a reasonable and timely manner having due regard to the Administrative nature and circumstances of the request; (d) subject to the foregoing provisions of this Article, take such actions with respect to any Event or Event of Default as may be requested by the Instructing Group, provided, however, that -------- ------- unless and until the Agent in its capacity as suchhas received any such request, the Administrative Agent shall not have any duty to disclose, and may (but shall not be liable for obligated to) take such action, or refrain from taking such action, with respect to such Event or Event of Default as it shall deem advisable or in the failure best interest of the Lenders; and (e) if so instructed by the Instructing Group, and subject to disclosebeing indemnified to its satisfaction by all Lenders, do and perform the things contemplated in Articles 6 and 11 in respect of the Revolving Credit Facilities, or refrain from exercising any information relating to right, power or discretion vested in it under the Borrower Loan Documents or any of its Subsidiaries that is communicated to or obtained by the bank serving as Administrative Agent or any of its Affiliates in any capacity. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or not taken by it or them under or in connection with this Agreement, with the consent or at the request of the Majority Lenders (or all the Lenders, if applicable), in the absence of its or their own gross negligence or willful misconduct. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent by the Borrower or a Lender, and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement, (ii) the contents of any certificate, report or other document delivered hereunder or in connection herewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agentincidental thereto.

Agent’s Duties. The Administrative Agent shall not have any duties or obligations except those expressly set forth hereinin this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a an Event of Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby that by this Agreement and the Administrative Agent is required to exercise in writing by the Majority Lendersother Loan Documents, and (c) except as expressly set forth herein, herein and except with respect to material information delivered pursuant to this Agreement to in the Administrative Agent in its capacity as suchother Loan Documents, the Administrative Agent shall not have any duty to disclose, and nor shall not be liable for the failure to disclose, any information relating to the Borrower Company or any of its Subsidiaries subsidiaries that is communicated to or obtained by the bank serving as Administrative Agent or any of its Affiliates affiliates in any capacity. Neither the Administrative The Agent nor any of its directors, officers, agents or employees shall be not liable for any action taken or not taken by it or them under or in connection with this Agreement, with the consent or at the request of the Majority Lenders (Purchasers, or all the Lenders, if applicable), in the absence of its or their own gross negligence or willful misconduct. The Administrative Agent shall not be deemed not to have knowledge of any Event of Default unless and until written notice thereof is given to the Administrative Agent by the Borrower Company or a LenderPurchaser, and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in in, or in connection with with, this AgreementAgreement or the other Loan Documents, (ii) the contents of any certificate, report or other document delivered hereunder or under any of the other Loan Documents or in connection herewithherewith of therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth hereinherein or in any other Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement Agreement, the other Loan Documents or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article IV 5 or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent. The Agent shall not, except to the extent the Agent expressly instructed by the Purchasers with respect to the Collateral hereunder, be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document; provided, however, that the Agent shall not be required to take any action which exposes the Agent to personal liability or which is contrary to the Loan Documents or applicable law.

Agent’s Duties. The Administrative Agent shall not have any duties or obligations except those expressly set forth herein. Without limiting the generality of the foregoing, shall: (a) promptly upon receipt thereof, inform each Lender of the Administrative contents of (and, if requested, provide a copy to such Lender of) any notice, document, request or other information received by it in its capacity as Agent hereunder from any Obligor or any Lender; (b) promptly notify each Lender of the occurrence of any Default or Event of Default, provided, however, that the Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default, unless the Agent shall have received written notice from a Lender or an Obligor referring to this Agreement, describing such Default or Event of Default and stating that such notice is a “notice of default”; (c) each time any Obligor requests the prior written consent of the Lenders, use its best efforts to obtain and communicate to such Obligor the response of the Lenders in a reasonable and timely manner having due regard to the nature and circumstances of the request; (d) subject to the foregoing provisions of this Article and Article 13, take such actions with respect to any fiduciary Default or other implied dutiesEvent of Default as may be requested by the Lenders, regardless of whether a Default provided, however, that unless and until the Agent has occurred and is continuingreceived any such request, the Agent may (b) the Administrative Agent but shall not have any duty be obligated to) take such action, or refrain from taking such action, with respect to take any discretionary action such Default or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby that Event of Default as it shall deem advisable or in the Administrative Agent is required to exercise in writing best interest of the Lenders; and (e) if so instructed by the Majority Lenders, and (c) except as expressly set forth hereinsubject to being indemnified to its satisfaction by all Lenders, do and except with respect to material information delivered pursuant to this Agreement to perform the Administrative Agent things contemplated in its capacity as suchSections 6 and 11, or refrain from exercising any right, power or discretion vested in it under the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower Loan Documents or any of its Subsidiaries that is communicated to or obtained by the bank serving as Administrative Agent or any of its Affiliates in any capacity. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or not taken by it or them under or in connection with this Agreement, with the consent or at the request of the Majority Lenders (or all the Lenders, if applicable), in the absence of its or their own gross negligence or willful misconduct. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent by the Borrower or a Lender, and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement, (ii) the contents of any certificate, report or other document delivered hereunder or in connection herewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agentincidental thereto.

Agent’s Duties. The Administrative Agent shall not have any duties or obligations except those expressly set forth hereinin this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a an Event of Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby that by this Agreement and the Administrative Agent is required to exercise in writing by the Majority Lendersother Loan Documents, and (c) except as expressly set forth herein, herein and except with respect to material information delivered pursuant to this Agreement to in the Administrative Agent in its capacity as suchother Loan Documents, the Administrative Agent shall not have any duty to disclose, and nor shall not be liable for the failure to disclose, any information relating to the Borrower Company or any of its Subsidiaries subsidiaries that is communicated to or obtained by the bank serving as Administrative Agent or any of its Affiliates affiliates in any capacity. Neither the Administrative The Agent nor any of its directors, officers, agents or employees shall be not liable for any action taken or not taken by it or them under or in connection with this Agreement, with the consent or at the request of the Majority Lenders (Purchasers, or all the Lenders, if applicable), in the absence of its or their own gross negligence or willful misconduct. The Administrative Agent shall not be deemed not to have knowledge of any Event of Default unless and until written notice thereof is given to the Administrative Agent by the Borrower Company or a LenderPurchaser, and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in in, or in connection with with, this AgreementAgreement or the other Loan Documents, (ii) the contents of any certificate, report or other document delivered hereunder or under any of the other Loan Documents or in connection herewithherewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth hereinherein or in any other Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement Agreement, the other Loan Documents or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article IV V or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent. The Agent shall not, except to the extent the Agent is expressly instructed by the Purchasers with respect to the Collateral hereunder, be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document; provided, however, that the Agent shall not be required to take any action that exposes the Agent to personal liability or that is contrary to the Loan Documents or applicable law.

Agent’s Duties. The Administrative (a) Other than as specified in this Agreement and any amendment hereto, the Agent shall not be required to take or refrain from taking any actions, to exercise or refrain from exercising any rights, or to make or refrain from making any requests unless it shall first receive proper written instructions from Secured Parties (or their respective successors or assigns) holding at representing at least a majority of the aggregate principal amount of the Notes then outstanding. (b) The Agent shall hold all Collateral received by it, and shall make disposition thereof, only in accordance with this Agreement or any amendment thereto. Except for the safe custody of any Collateral in its possession and the accounting for moneys actually received by it hereunder, the Agent shall have no duty as to any Collateral, as to ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relative to any Pledged Interests, whether or not the Agent or any of the Secured Parties has or is deemed to have knowledge of such matters, or as to the taking of any necessary steps to preserve rights against any parties or any other rights pertaining to any Collateral. (c) The Agent shall not be under any duty or obligation to inspect, review or examine any document, instrument, certificate, agreement or other papers to determine that they are enforceable or that they are other than what they purport to be on their face. The Agent shall hold any Collateral delivered to the Agent as the agent of and for the benefit of each Secured Party, without preference as to any Secured Party. (d) The duties and obligations of the Agent shall be determined solely by the express provisions of this Agreement and the Subscription Agreements, or any amendments or any instructions permitted hereby. The Agent shall have no obligation with respect to any other matters covered in any other document other than as expressly provided herein, or any amendment hereto. The Agent shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Agreement or as set forth in a written amendment to this Agreement executed by the parties hereto or their successors or assigns. No representations, warranties, covenants or obligations except those expressly set forth hereinof the Agent or any Secured Party shall be implied with respect to this Agreement or the Agent’s services hereunder. Without limiting the generality of the foregoing, the Agent: (ai) shall use the Administrative same degree of care and skill as a reasonable person would use in similar circumstances (without limiting the generality of the foregoing, the Agent shall be deemed to have exercised reasonable care in the custody and preservation of any Collateral in its possession if such Collateral is accorded treatment substantially equal to that which the Agent accords its own property of like tenor); (ii) shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty obligated to take any discretionary legal action hereunder that might in its reasonable judgment involve any risk of expense or exercise liability unless it has been furnished with indemnity or security satisfactory to it from the Secured Parties; (iii) may conclusively rely on and shall be protected in acting in good faith upon any discretionary powerscertificate, except discretionary rights instrument, opinion, notice, letter, or other document, or any security, delivered to it and powers expressly contemplated hereby that the Administrative Agent is required in good faith believed by it to exercise in writing be genuine and to have been signed by the Majority Lendersproper party or parties; (iv) may conclusively rely on and shall be protected in acting in good faith upon the written instructions of Secured Parties holding at least a majority (50.1%) of the aggregate principal amount of the Notes then outstanding; (v) may consult its own independent counsel satisfactory to it and the opinion of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered, or omitted by it hereunder in good faith and in furtherance of its duties hereunder, in accordance with the opinion of such counsel; (cvi) except as expressly set forth herein, and except with respect to material information delivered pursuant to this Agreement to may execute any of the Administrative Agent in its capacity as such, the Administrative Agent shall not have powers hereunder or perform any duty to disclose, duties hereunder either directly or through agents or attorneys and shall not be liable for the failure to disclose, acts or omissions of any information relating such agent or attorney appointed with due care hereunder; and (vii) will be regarded as making no representation and having no responsibilities (except as expressly set forth herein) as to the Borrower validity, sufficiency, value, genuineness, ownership or transferability of any portion of its Subsidiaries that is communicated the Collateral, and will not be required to and will not make any representations as to the validity, value or obtained by genuineness of any portion of the bank serving as Administrative Agent or any of its Affiliates in any capacity. Collateral. (e) Neither the Administrative Agent nor any of its directors, officerspartners, agents or employees employees, shall be liable for any error in judgment, for any mistake of fact or for any action taken or not omitted to be taken by it or them under hereunder or in connection with herewith in good faith and believed by it or them to be within the purview of this Agreement, with the consent or at the request of the Majority Lenders (or all the Lenders, if applicable), in the absence of except for its or their own gross negligence or willful misconduct. The Administrative In no event shall the Agent shall or its partners, officers, agents and employees be deemed not held liable for any special, indirect, punitive or consequential damages resulting from any action taken or omitted to have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent be taken by the Borrower it or a Lender, and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or them hereunder in connection with herewith even if advised of the possibility of such damages. (f) Whenever, in the administration of this Agreement, the Agent reasonably shall deem it necessary that a matter be proved or established prior to taking, suffering or omitting any action under this Agreement, such matter (iiunless other evidence in respect thereof be herein specifically prescribed) the contents of any certificate, report or other document delivered hereunder or in connection herewith, (iii) the performance or observance of any may be deemed to be conclusively proved and established by a certificate of the covenantsSecured Parties, agreements and such certificate shall be full warranty to the Agent for any action taken, suffered or other terms or conditions set forth herein, (iv) omitted under the validity, enforceability, effectiveness or genuineness provisions of this Agreement or any other agreementAgreement, instrument or document, or (v) upon the satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agentfaith thereof.

Agent’s Duties. The Administrative (a) Other than as specified in this Agreement and any amendment hereto, the Agent shall not be required to take or refrain from taking any actions, to exercise or refrain from exercising any rights, or to make or refrain from making any requests unless it shall first receive proper written instructions from Secured Parties (or their respective successors or assigns) holding at representing at least two-thirds of the aggregate principal amount of the Notes then outstanding. (b) The Agent shall hold all Collateral received by it, and shall make disposition thereof, only in accordance with this Agreement or any amendment thereto. Except for the safe custody of any Collateral in its possession and the accounting for moneys actually received by it hereunder, the Agent shall have no duty as to any Collateral, as to ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relative to any Pledged Interests, whether or not the Agent or any of the Secured Parties has or is deemed to have knowledge of such matters, or as to the taking of any necessary steps to preserve rights against any parties or any other rights pertaining to any Collateral. (c) The Agent shall not be under any duty or obligation to inspect, review or examine any document, instrument, certificate, agreement or other papers to determine that they are enforceable or that they are other than what they purport to be on their face. The Agent shall hold any Collateral delivered to the Agent as the agent of and for the benefit of each Secured Party, without preference as to any Secured Party. (d) The duties and obligations of the Agent shall be determined solely by the express provisions of this Agreement and the Purchase Agreement, or any amendments or any instructions permitted hereby. The Agent shall have no obligation with respect to any other matters covered in any other document other than as expressly provided herein, or any amendment hereto. The Agent shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Agreement or as set forth in a written amendment to this Agreement executed by the parties hereto or their successors or assigns. No representations, warranties, covenants or obligations except those expressly set forth hereinof the Agent or any Secured Party shall be implied with respect to this Agreement or the Agent’s services hereunder. Without limiting the generality of the foregoing, the Agent: (ai) shall use the Administrative same degree of care and skill as a reasonable person would use in similar circumstances (without limiting the generality of the foregoing, the Agent shall be deemed to have exercised reasonable care in the custody and preservation of any Collateral in its possession if such Collateral is accorded treatment substantially equal to that which the Agent accords its own property of like tenor); (ii) shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty obligated to take any discretionary legal action hereunder that might in its reasonable judgment involve any risk of expense or exercise liability unless it has been furnished with indemnity or security satisfactory to it from the Secured Parties; (iii) may conclusively rely on and shall be protected in acting in good faith upon any discretionary powerscertificate, except discretionary rights instrument, opinion, notice, letter, or other document, or any security, delivered to it and powers expressly contemplated hereby that the Administrative Agent is required in good faith believed by it to exercise in writing be genuine and to have been signed by the Majority Lendersproper party or parties; (iv) may conclusively rely on and shall be protected in acting in good faith upon the written instructions of Secured Parties holding at least two-thirds of the aggregate principal amount of the Notes then outstanding; (v) may consult its own independent counsel satisfactory to it and the opinion of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered, or omitted by it hereunder in good faith and in furtherance of its duties hereunder, in accordance with the opinion of such counsel; (cvi) except as expressly set forth herein, and except with respect to material information delivered pursuant to this Agreement to may execute any of the Administrative Agent in its capacity as such, the Administrative Agent shall not have powers hereunder or perform any duty to disclose, duties hereunder either directly or through agents or attorneys and shall not be liable for the failure to disclose, acts or omissions of any information relating such agent or attorney appointed with due care hereunder; and (vii) will be regarded as making no representation and having no responsibilities (except as expressly set forth herein) as to the Borrower validity, sufficiency, value, genuineness, ownership or transferability of any portion of its Subsidiaries that is communicated the Collateral, and will not be required to and will not make any representations as to the validity, value or obtained by genuineness of any portion of the bank serving as Administrative Agent or any of its Affiliates in any capacity. Collateral. (e) Neither the Administrative Agent nor any of its directors, officerspartners, agents or employees employees, shall be liable for any error in judgment, for any mistake of fact or for any action taken or not omitted to be taken by it or them under hereunder or in connection with herewith in good faith and believed by it or them to be within the purview of this Agreement, with the consent or at the request of the Majority Lenders (or all the Lendersexcept for fraud, if applicable), in the absence of its or their own gross negligence or willful misconduct. The Administrative In no event shall the Agent shall or its partners, officers, agents and employees be deemed not held liable for any special, indirect, punitive or consequential damages resulting from any action taken or omitted to have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent be taken by the Borrower it or a Lender, and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or them hereunder in connection with herewith even if advised of the possibility of such damages. (f) Whenever, in the administration of this Agreement, the Agent reasonably shall deem it necessary that a matter be proved or established prior to taking, suffering or omitting any action under this Agreement, such matter (iiunless other evidence in respect thereof be herein specifically prescribed) the contents of any certificate, report or other document delivered hereunder or in connection herewith, (iii) the performance or observance of any may be deemed to be conclusively proved and established by a certificate of the covenantsSecured Parties, agreements and such certificate shall be full warranty to the Agent for any action taken, suffered or other terms or conditions set forth herein, (iv) omitted under the validity, enforceability, effectiveness or genuineness provisions of this Agreement or any other agreementAgreement, instrument or document, or (v) upon the satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agentfaith thereof.

Agent’s Duties. The Administrative Agent shall not have any duties or obligations except those expressly set forth herein. Without limiting the generality of the foregoing, shall: -------------- (a) promptly upon receipt thereof, inform each Lender of the Administrative contents of (and, if requested, provide a copy to such Lender of) any notice, document, request or other information received by it in its capacity as Agent hereunder from the Borrower, any Guarantor, or any Lender; (b) promptly notify each Lender of the occurrence of any Event or Event of Default, provided, however, that the Agent shall not be subject -------- ------- deemed to have knowledge or notice of the occurrence of any fiduciary Event or other implied dutiesEvent of Default, regardless of whether a Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby that the Administrative Agent is required to exercise in writing by the Majority Lenders, and (c) except as expressly set forth herein, and except with respect to material information delivered pursuant defaults in the payment of principal, interest and fees required to be paid to the Agent for the account of the Lenders, unless the Agent shall have received written notice from a Lender or a Borrower referring to this Agreement Agreement, describing such Event or Event of Default and stating that such notice is a "notice of default"; (c) subject to the Administrative foregoing provisions of this Article, take such actions with respect to any Event or Event of Default as may be requested by the Lenders, provided, however, that unless and -------- ------- until the Agent in its capacity as suchhas received any such request, the Administrative Agent shall not have any duty to disclose, and may (but shall not be liable for obligated to) take such action, or refrain from taking such action, with respect to such Event or Event of Default as it shall deem advisable or in the failure to disclosebest interest of the Lenders; and (d) do and perform the things contemplated in Articles 6 and 11 in respect of the Revolving Credit Facilities, or refrain from exercising any information relating to right, power or discretion vested in it under the Borrower Loan Documents or any of its Subsidiaries that is communicated to or obtained by the bank serving as Administrative Agent or any of its Affiliates in any capacity. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or not taken by it or them under or in connection with this Agreement, with the consent or at the request of the Majority Lenders (or all the Lenders, if applicable), in the absence of its or their own gross negligence or willful misconduct. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent by the Borrower or a Lender, and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement, (ii) the contents of any certificate, report or other document delivered hereunder or in connection herewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agentincidental thereto.

Agent’s Duties. The Administrative Agent shall not have any duties or obligations except those expressly set forth herein. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless If an Event of whether a Default has occurred and is continuingcontinuing and Agent has received written notice thereof from the Company, the Trustee, any Additional Pari Passu Agent or the Required Secured Parties, Agent may exercise such of the rights and powers vested in it by this Agreement and the Security Documents, and unless Agent has requested instruction pursuant to Section 9(k) hereof or has otherwise received appropriate direction from those entitled to provide it, Agent shall use the same degree of care and skill in its exercise as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs. (b) Except during the Administrative continuance of an Event of Default: (i) the duties of Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby that the Administrative Agent is required to exercise in writing be determined solely by the Majority Lendersexpress provisions of this Agreement and Agent need perform only those duties that are specifically set forth in this Agreement and the Security Documents and no others, and no implied covenants or obligations shall be read into this Agreement or the Security Documents against Agent; and (ii) in the absence of gross negligence, willful misconduct or bad faith on its part, Agent may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to Agent. (c) Agent may not be relieved from liability for its own grossly negligent action, its own grossly negligent failure to act, or its own willful misconduct, except as expressly set forth herein, and except with respect to material information delivered pursuant to that: (i) this Agreement to paragraph does not limit the Administrative effect of paragraph (b) or (e) of this Section 12; (ii) Agent in its capacity as such, the Administrative Agent shall not have any duty to disclose, and shall not be liable for any error of judgment made in good faith by an officer of Agent, unless it is proved that Agent was grossly negligent in ascertaining the failure to disclose, any information relating to the Borrower or any of its Subsidiaries that is communicated to or obtained by the bank serving as Administrative Agent or any of its Affiliates in any capacity. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or not taken by it or them under or in connection with this Agreement, with the consent or at the request of the Majority Lenders pertinent facts; and (or all the Lenders, if applicable), in the absence of its or their own gross negligence or willful misconduct. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent by the Borrower or a Lender, and the Administrative iii) Agent shall not be responsible for liable with respect to any action it takes or have any duty omits to ascertain take in good faith in accordance with a direction received by it pursuant to Section 16 hereof or inquire into (i) any statement, warranty or representation made otherwise in or in connection accordance with this Agreement, (ii) the contents of any certificate, report or other document delivered hereunder or in connection herewith, (iii) the performance or observance of any direction of the covenantsRequired Secured Parties, agreements or other terms for the method and place of conducting any proceeding for any remedy available to Agent, or conditions set forth hereinexercising any trust or power conferred upon Agent, under this Agreement or any Security Document. (ivd) the validityWhether or not therein expressly so provided, enforceability, effectiveness or genuineness every provision of this Agreement or any other agreement, instrument or document, or (v) the satisfaction provision of any condition set forth Security Document that in Article IV any way relates to Agent is subject to paragraphs (a), (b), (c), (e) and (f) of this Section 12. (e) No provision of this Agreement or elsewhere hereinany Security Document shall require Agent to expend or risk its own funds or incur any liability. Agent shall be under no obligation to exercise any of its rights and powers under this Agreement or any Security Document at the request of any Secured Parties, unless such Secured Parties shall have offered to Agent security and indemnity satisfactory to it against any loss, liability or expense. (f) Agent shall not be liable for interest on any money received by it except as Agent may agree in writing with the Grantors. Money held in trust by Agent need not be segregated from other than to confirm receipt of items expressly required to be delivered funds except to the Administrative extent required by law. (g) At any time or times, for the purpose of meeting the Laws of any jurisdiction in which any of the Collateral may at the time be located, the Company and Agent shall have power to appoint agents and sub-agents to the extent permitted under the Indenture and each Additional Pari Passu Agreement, if any. (h) The powers conferred on Agent hereunder are solely to protect Agent’s interest in the Collateral, for the benefit of the Secured Parties, and shall not impose any duty upon Agent to exercise any such powers. Except for the safe custody of any Collateral in its actual possession and the accounting for moneys actually received by it hereunder, Agent shall have no duty as to any Collateral or as to the taking of any necessary steps to preserve rights against prior parties or any other rights pertaining to any Collateral. Agent shall be deemed to have exercised reasonable care in the custody and preservation of any Collateral in its actual possession if such Collateral is accorded treatment substantially equal to that which Agent accords its own property.