Common use of Funds Transfer Disbursements Clause in Contracts

Funds Transfer Disbursements. The Borrower hereby authorizes Administrative Agent to disburse the proceeds of the Loan made by Lenders or any of their Affiliates pursuant to the Loan Documents as requested by an authorized representative of Borrower to any of the accounts designated in the Disbursement Instruction Agreement. Borrower agrees to be bound by any transfer request: (i) authorized or transmitted by Borrower; or (ii) made in Borrower’s name and accepted by Administrative Agent in good faith and in compliance with these transfer instructions, even if not properly authorized by Borrower. Borrower further agrees and acknowledges that Administrative Agent may rely solely on any bank routing number or identifying bank account number or name provided by Borrower to effect a wire of funds transfer even if the information provided by Borrower identifies a different bank or account holder than named by Borrower. Administrative Agent is not obligated or required in any way to take any actions to detect errors in information provided by Borrower. If Administrative Agent takes any actions in an attempt to detect errors in the transmission or content of transfer requests or takes any actions in an attempt to detect unauthorized funds transfer requests, Borrower agrees that no matter how many times Administrative Agent takes these actions Administrative Agent will not in any situation be liable for failing to take or correctly perform these actions in the future and such actions shall not become any part of the transfer disbursement procedures authorized under this provision, the Loan Documents, or any agreement between Administrative Agent and Borrower. Borrower agrees to notify Administrative Agent of any errors in the transfer of any funds or of any unauthorized or improperly authorized transfer requests within fourteen (14) days after Administrative Agent’s confirmation to Borrower of such transfer. Administrative Agent will, in its sole discretion, determine the funds transfer system and the means by which each transfer will be made. Administrative Agent may delay or refuse to accept a funds transfer request if the transfer would: (a) violate the terms of this authorization, (b) require use of a bank unacceptable to Administrative Agent or any Lender or prohibited by government authority; (c) cause Administrative Agent or any Lender to violate any Federal Reserve or other regulatory risk control program or guideline; or (d) otherwise cause Administrative Agent or any Lender to violate any applicable law or regulation. Neither Administrative Agent nor any Lender shall be liable to Borrower or any other parties for: (i) errors, acts or failures to act of others, including other entities, banks, communications carriers or clearinghouses, through which Borrower’s transfers may be made or information received or transmitted, and no such entity shall be deemed an agent of Administrative Agent or any Lender, (ii) any loss, liability or delay caused by fires, earthquakes, wars, civil disturbances, power surges or failures, acts of government, labor disputes, failures in communications networks, legal constraints or other events beyond Administrative Agent or any Lender’s control, or (iii) any special, consequential, indirect or punitive damages, whether or not (a) any claim for these damages is based on tort or contract or (b) Administrative Agent or any Lender or Borrower knew or should have known the likelihood of these damages in any situation. Neither Administrative Agent nor any Lender makes any representations or warranties other than those expressly made in this Agreement.

Funds Transfer Disbursements. The Borrower hereby authorizes Administrative Agent Lender to disburse the proceeds of the Loan any Loan(s) made by Lenders Lender or any of their Affiliates its affiliate pursuant to the Loan Documents as requested by an authorized representative of the Borrower to any of the accounts designated in the Disbursement Instruction Agreementthat certain Exhibit entitled Transfer Authorizer Designation. Borrower agrees to be bound by any transfer request: (i) authorized or transmitted by Borrower; or or, (ii) made in Borrower’s name and accepted by Administrative Agent Lender in good faith and in compliance with these transfer instructions, even if not properly authorized by Borrower. Borrower further agrees and acknowledges that Administrative Agent Lender may rely solely on any bank routing number or identifying bank account number or name provided by Borrower to effect a wire of or funds transfer even if the information provided by Borrower identifies a different bank or account holder than named by the Borrower. Administrative Agent Lender is not obligated or required in any way to take any actions to detect errors in information provided by Borrower. If Administrative Agent Lender takes any actions in an attempt to detect errors in the transmission or content of transfer or requests or takes any actions in an attempt to detect unauthorized funds transfer requests, Borrower agrees that no matter how many times Administrative Agent Lender takes these actions Administrative Agent Lender will not in any situation be liable for failing to take or correctly perform these actions in the future and such actions shall not become any part of the transfer disbursement procedures authorized under this provision, the Loan Documents, or any agreement between Administrative Agent Lender and Borrower. Borrower agrees to notify Administrative Agent Lender of any errors in the transfer of any funds or of any unauthorized or improperly authorized transfer requests within fourteen (14) 14 days after Administrative AgentLender’s confirmation to Borrower of such transfer. Administrative Agent Lender will, in its sole discretion, determine the funds transfer system and the means by which each transfer will be made. Administrative Agent Lender may delay or refuse to accept a funds transfer request if the transfer would: (ai) violate the terms of this authorization, authorization (bii) require use of a bank unacceptable to Administrative Agent or any Lender or prohibited by government authority; (ciii) cause Administrative Agent or any Lender to violate any Federal Reserve or other regulatory risk control program or guideline; , or (div) otherwise cause Administrative Agent or any Lender to violate any applicable law or regulation. Neither Administrative Agent nor any Lender shall not be liable to Borrower or any other parties for: for (i) errors, acts or failures to act of others, including other entities, banks, communications carriers or clearinghouses, through which Borrower’s transfers may be made or information received or transmitted, and no such entity shall be deemed an agent of Administrative Agent or any the Lender, (ii) any loss, liability or delay caused by fires, earthquakes, wars, civil disturbances, power surges or failures, acts of government, labor disputes, failures in communications networks, legal constraints or other events beyond Administrative Agent or any Lender’s control, or (iii) any special, consequential, indirect or punitive damages, whether or not (a) any claim for these damages is based on tort or contract or (b) Administrative Agent or any Lender or Borrower knew or should have known the likelihood of these damages in any situation. Neither Administrative Agent nor any Lender makes any no representations or warranties other than those expressly made in this Agreement.

Funds Transfer Disbursements. The (a) Borrower hereby authorizes Administrative Agent Lender to disburse the proceeds of the Loan made by Lenders Lender or any of their Affiliates its affiliate pursuant to the Loan Documents as requested by an authorized representative of the Borrower to any of the accounts designated in the Disbursement Instruction Agreement. Exhibit C. Borrower agrees to be bound by any transfer request: (i) authorized or transmitted by Borrower; or or, (ii) made in Borrower’s name and accepted by Administrative Agent Lender in good faith and in compliance with these transfer instructions, even if not properly authorized by Borrower. Borrower further agrees and acknowledges that Administrative Agent Lender may rely solely on any bank routing number or identifying bank account number or name provided by Borrower to effect affect a wire of or funds transfer even if the information provided by Borrower identifies a different bank or account holder than named by the Borrower. Administrative Agent Lender is not obligated or required in any way to take any actions to detect errors in information provided by Borrower. If Administrative Agent Lender takes any actions in an attempt to detect errors in the transmission or content of transfer or requests or takes any actions in an attempt to detect unauthorized funds transfer requests, Borrower agrees that no matter how many times Administrative Agent Lender takes these actions Administrative Agent Lender will not in any situation be liable for failing to take or correctly perform these actions in the future and such actions shall not become any part of the transfer disbursement procedures authorized under this provision, the Loan Documents, or any agreement between Administrative Agent Lender and Borrower. Borrower agrees to notify Administrative Agent Lender of any errors in the transfer of any funds or of any unauthorized or improperly authorized transfer requests within fourteen (14) 14 days after Administrative AgentLender’s confirmation to Borrower of such transfer. Administrative Agent will, in its sole discretion, determine the funds transfer system and the means by which each transfer will be made. Administrative Agent may delay or refuse to accept a funds transfer request if the transfer would: (a) violate the terms of this authorization, (b) require use of a bank unacceptable to Administrative Agent or any Lender or prohibited by government authority; (c) cause Administrative Agent or any Lender to violate any Federal Reserve or other regulatory risk control program or guideline; or (d) otherwise cause Administrative Agent or any Lender to violate any applicable law or regulation. Neither Administrative Agent nor any Lender shall be liable to Borrower or any other parties for: (i) errors, acts or failures to act of others, including other entities, banks, communications carriers or clearinghouses, through which Borrower’s transfers may be made or information received or transmitted, and no such entity shall be deemed an agent of Administrative Agent or any Lender, (ii) any loss, liability or delay caused by fires, earthquakes, wars, civil disturbances, power surges or failures, acts of government, labor disputes, failures in communications networks, legal constraints or other events beyond Administrative Agent or any Lender’s control, or (iii) any special, consequential, indirect or punitive damages, whether or not (a) any claim for these damages is based on tort or contract or (b) Administrative Agent or any Lender or Borrower knew or should have known the likelihood of these damages in any situation. Neither Administrative Agent nor any Lender makes any representations or warranties other than those expressly made in this Agreement.

Funds Transfer Disbursements. The (a) Borrower hereby authorizes Administrative Agent Lender to disburse the proceeds of the Loan made by Lenders Lender or any of their Affiliates its affiliate pursuant to the Loan Documents as requested by an authorized representative of the Borrower to any of the accounts designated in the Disbursement Instruction Agreement. Exhibit C. Borrower agrees to be bound by any transfer request: (i) authorized or transmitted by Borrower; or or, (ii) made in Borrower’s name and accepted by Administrative Agent Lender in good faith and in compliance with these transfer instructions, even if not properly authorized by Borrower. Borrower further agrees and acknowledges that Administrative Agent Lender may rely solely on any bank routing number or identifying bank account number or name provided by Borrower to effect affect a wire of or funds transfer even if the information provided by Borrower identifies a different bank or account holder than named by the Borrower. Administrative Agent Lender is not obligated or required in any way to take any actions to detect errors in information provided by Borrower. If Administrative Agent Lender takes any actions in an attempt to detect errors in the transmission or content of transfer or requests or takes any actions in an attempt to detect unauthorized funds transfer requests, Borrower agrees that no matter how many times Administrative Agent Lender takes these actions Administrative Agent Lender will not in any situation be liable for failing to take or correctly perform these actions in the future and such actions shall not become any part of the transfer disbursement procedures authorized under this provision, the Loan Documents, or any agreement between Administrative Agent Lender and Borrower. , Borrower agrees to notify Administrative Agent Lender of any errors in the transfer of any funds or of any unauthorized or improperly authorized transfer requests within fourteen (14) 14 days after Administrative AgentLender’s confirmation to Borrower of such transfer. Administrative Agent will, in its sole discretion, determine the funds transfer system and the means by which each transfer will be made. Administrative Agent may delay or refuse to accept a funds transfer request if the transfer would: (a) violate the terms of this authorization, (b) require use of a bank unacceptable to Administrative Agent or any Lender or prohibited by government authority; (c) cause Administrative Agent or any Lender to violate any Federal Reserve or other regulatory risk control program or guideline; or (d) otherwise cause Administrative Agent or any Lender to violate any applicable law or regulation. Neither Administrative Agent nor any Lender shall be liable to Borrower or any other parties for: (i) errors, acts or failures to act of others, including other entities, banks, communications carriers or clearinghouses, through which Borrower’s transfers may be made or information received or transmitted, and no such entity shall be deemed an agent of Administrative Agent or any Lender, (ii) any loss, liability or delay caused by fires, earthquakes, wars, civil disturbances, power surges or failures, acts of government, labor disputes, failures in communications networks, legal constraints or other events beyond Administrative Agent or any Lender’s control, or (iii) any special, consequential, indirect or punitive damages, whether or not (a) any claim for these damages is based on tort or contract or (b) Administrative Agent or any Lender or Borrower knew or should have known the likelihood of these damages in any situation. Neither Administrative Agent nor any Lender makes any representations or warranties other than those expressly made in this Agreement.

Funds Transfer Disbursements. The Borrower hereby authorizes Administrative Agent Agent, to disburse the proceeds of the any Loan made by Lenders or any of their Affiliates pursuant to the Loan Documents as requested by an authorized representative of the Borrower to any of the accounts designated in the Disbursement Instruction AgreementTransfer Authorizer Designation form. Borrower agrees to be bound by any transfer request: (i) authorized or transmitted by Borrower; or (ii) made in Borrower’s 's name and accepted by Administrative Agent in good faith and in compliance with these transfer instructions, even if not properly authorized by Borrower. Borrower further agrees and acknowledges that Administrative Agent may rely solely on any bank routing number or identifying bank account number or name provided by Borrower to effect a wire of funds transfer even if the information provided by Borrower identifies a different bank or account holder than named by the Borrower. Administrative Agent is not obligated or required in any way to take any actions to detect errors in information provided by Borrower. If Administrative Agent takes any actions in an attempt to detect errors in the transmission or content of transfer requests or takes any actions in an attempt to detect unauthorized funds transfer requests, Borrower agrees that no matter how many times Administrative Agent takes these actions Administrative Agent will not in any situation be liable for failing to take or correctly perform these actions in the future and such actions shall not become any part of the transfer disbursement procedures authorized under this provision, the Loan Documents, or any agreement between Administrative Agent and Borrower. Borrower agrees to notify Administrative Agent of any errors in the transfer of any funds or of any unauthorized or improperly authorized transfer requests within fourteen (14) days after Administrative Agent’s 's confirmation to Borrower of such transfer. Administrative Agent will, in its sole discretion, determine the funds transfer system and the means by which each transfer will be made. Administrative Agent Agent, may delay or refuse to accept a funds transfer request if the transfer would: (a) violate the terms of this authorization, (b) require use of a bank unacceptable to Administrative Agent or any Lender or prohibited by government authority; (ciii) cause Administrative Agent or any Lender to violate any Federal Reserve or other regulatory risk control program or guideline; or (div) otherwise cause Administrative Agent or any Lender to violate any applicable law or regulation. Neither Administrative Agent nor any Lender shall be shallbe liable to Borrower or any other parties for: (i) errors, acts or failures to act of others, including other entities, banks, communications carriers or clearinghouses, through which Borrower’s 's transfers may be made or information received or transmitted, and no such entity shall be deemed an agent of Administrative Agent or any Lender, (ii) any loss, liability or delay caused by fires, earthquakes, wars, civil disturbances, power surges or failures, acts of government, labor disputes, failures in communications networks, legal constraints or other events beyond Administrative Agent or any Lender’s 's control, or (iii) any special, consequential, indirect or punitive damages, whether or not (a) any claim for these damages is based on tort or contract or (b) Administrative Agent or any Lender or Borrower knew or should have known the likelihood of these damages in any situation. Neither Administrative Agent nor any Lender makes any representations or warranties other than those expressly made in this Agreement.

Funds Transfer Disbursements. The Borrower hereby authorizes Administrative Agent Bondowner Representative to disburse the proceeds of the Loan any Loan(s) made by Lenders Bondowner Representative or any of their Affiliates its affiliate pursuant to the Loan Documents as requested by an authorized representative of the Borrower to any of the accounts designated in the Disbursement Instruction Agreement. Exhibit F. Borrower agrees to be bound by any transfer request: (i) authorized or transmitted by Borrower; or or, (ii) made in Borrower’s name and accepted by Administrative Agent Bondowner Representative in good faith and in compliance with these transfer instructions, even if not properly authorized by Borrower. Borrower further agrees and acknowledges that Administrative Agent Bondowner Representative may rely solely on any bank routing number or identifying bank account number or name provided by Borrower to effect a wire of or funds transfer even if the information provided by Borrower identifies a different bank or account holder than named by Borrower. Administrative Agent Bondowner Representative is not obligated or required in any way to take any actions to detect errors in information provided by Borrower. If Administrative Agent Bondowner Representative takes any actions in an attempt to detect errors in the transmission or content of transfer or requests or takes any actions in an attempt to detect unauthorized funds transfer requests, Borrower agrees that no matter how many times Administrative Agent Bondowner Representative takes these actions Administrative Agent Bondowner Representative will not in any situation be liable for failing to take or correctly perform these actions in the future and such actions shall not become any part of the transfer disbursement procedures authorized under this provision, the Loan Documents, or any agreement between Administrative Agent Bondowner Representative and Borrower. Borrower agrees to notify Administrative Agent Bondowner Representative of any errors in the transfer of any funds or of any unauthorized or improperly authorized transfer requests within fourteen (14) days after Administrative AgentBondowner Representative’s confirmation to Borrower of such transfer. Administrative Agent Bondowner Representative will, in its sole discretion, determine the funds transfer system and the means by which each transfer will be made. Administrative Agent Bondowner Representative may delay or refuse to accept a funds transfer request if the transfer would: (ai) violate the terms of this authorization, ; (bii) require use of a bank unacceptable to Administrative Agent or any Lender Bondowner Representative or prohibited by government authority; (ciii) cause Administrative Agent or any Lender Bondowner Representative to violate any Federal Reserve or other regulatory risk control program or guideline; or (div) otherwise cause Administrative Agent or any Lender Bondowner Representative to violate any applicable law or regulation. Neither Administrative Agent nor any Lender Bondowner Representative shall not be liable to Borrower or any other parties for: for (i) errors, acts or failures to act of others, including other entities, banks, communications carriers or clearinghouses, through which Borrower’s transfers may be made or information received or transmitted, and no such entity shall be deemed an agent of Administrative Agent or any Lender, the Bondowner Representative; (ii) any loss, liability or delay caused by fires, earthquakes, wars, civil disturbances, power surges or failures, acts of government, labor disputes, failures in communications networks, legal constraints or other events beyond Administrative Agent or any LenderBondowner Representative’s control, ; or (iii) any special, consequential, indirect or punitive damages, whether or not (a) any claim for these damages is based on tort or contract or (b) Administrative Agent or any Lender Bondowner Representative or Borrower knew or should have known the likelihood of these damages in any situation. Neither Administrative Agent nor any Lender Bondowner Representative makes any no representations or warranties other than those expressly made in this Loan Agreement.

Funds Transfer Disbursements. The a. Borrower hereby authorizes Administrative Agent Lender to disburse the proceeds of the Loan made by Lenders Lender or any of their Affiliates its affiliate pursuant to the Loan Documents as requested by an authorized representative of Borrower (as authenticated in accordance with the authentication procedures implemented by Lender, as the same may be changed from time to time, and communicated to Borrower) to any of the accounts designated in the Disbursement Instruction Agreement. Exhibit D. Borrower agrees to be bound by any transfer request: (i) authorized or transmitted by Borrower; or or, (ii) made in Borrower’s name and accepted by Administrative Agent Lender in good faith and in compliance with these the transfer instructionsinstructions contained in Exhibit D, even if not properly authorized by Borrower. Borrower further agrees and acknowledges that Administrative Agent Lender may rely solely on any bank routing number or identifying bank account number or name provided by Borrower to effect a wire of or funds transfer even if the information provided by Borrower identifies a different bank or account holder than named by Borrower. Administrative Agent Lender is not obligated or required in any way to take any actions to detect errors in information provided by Borrower. If Administrative Agent Lender takes any actions in an attempt to detect errors in the transmission or content of transfer or requests or takes any actions in an attempt to detect unauthorized funds transfer requests, Borrower agrees that that, no matter how many times Administrative Agent Lender takes these actions Administrative Agent actions, Lender will not in any situation be liable for failing to take or correctly perform these actions in the future future, and such actions shall not become any part of the transfer disbursement procedures authorized under this provision, provision or the Loan Documents, or any agreement between Administrative Agent and Borrower. Borrower agrees to notify Administrative Agent Lender of any errors in the transfer of any funds or of any unauthorized or improperly authorized transfer requests within fourteen (14) days after Administrative AgentLender’s confirmation to Borrower of such transfer. Administrative Agent will, in its sole discretion, determine the funds transfer system and the means by which each transfer will be made. Administrative Agent may delay or refuse to accept a funds transfer request if the transfer would: (a) violate the terms of this authorization, (b) require use of a bank unacceptable to Administrative Agent or any Lender or prohibited by government authority; (c) cause Administrative Agent or any Lender to violate any Federal Reserve or other regulatory risk control program or guideline; or (d) otherwise cause Administrative Agent or any Lender to violate any applicable law or regulation. Neither Administrative Agent nor any Lender shall be liable to Borrower or any other parties for: (i) errors, acts or failures to act of others, including other entities, banks, communications carriers or clearinghouses, through which Borrower’s transfers may be made or information received or transmitted, and no such entity shall be deemed an agent of Administrative Agent or any Lender, (ii) any loss, liability or delay caused by fires, earthquakes, wars, civil disturbances, power surges or failures, acts of government, labor disputes, failures in communications networks, legal constraints or other events beyond Administrative Agent or any Lender’s control, or (iii) any special, consequential, indirect or punitive damages, whether or not (a) any claim for these damages is based on tort or contract or (b) Administrative Agent or any Lender or Borrower knew or should have known the likelihood of these damages in any situation. Neither Administrative Agent nor any Lender makes any representations or warranties other than those expressly made in this Agreement.

Funds Transfer Disbursements. The Borrower Borrowers hereby authorizes authorize the Administrative Agent to disburse the proceeds of the any Loan made by the Lenders or any of their Affiliates pursuant to the Loan Documents as requested by an authorized representative of the Principal Borrower or any other Borrower to any of the accounts designated in the Disbursement Instruction Agreement. Borrower agrees The Borrowers agree to be bound by any transfer request: (i) authorized or transmitted by Borrowerthe Borrowers; or (ii) made in Borrower’s name the Borrowers’ name, not containing any manifest errors and accepted by the Administrative Agent in good faith and in compliance with these transfer instructions, even if not properly authorized by Borrowerthe Borrowers. Borrower The Borrowers further agrees agree and acknowledges acknowledge that the Administrative Agent may rely solely on any bank routing number or identifying bank account number or name provided by Borrower the Borrowers to effect a wire of funds transfer even if the information provided by Borrower the Borrowers identifies a different bank or account holder than named by Borrowerthe Borrowers. The Administrative Agent is not obligated or required in any way to take any actions to detect errors in information provided by Borrowerthe Borrowers. If the Administrative Agent takes any actions in an attempt to detect errors in the transmission or content of transfer or requests or takes any actions in an attempt to detect unauthorized funds transfer requests, Borrower agrees the Borrowers agree that no matter how many times the Administrative Agent takes these actions the Administrative Agent will not in any situation be liable for failing to take or correctly perform these actions in the future and such actions shall not become any part of the transfer disbursement procedures authorized under this provision, the Loan Documents, or any agreement between the Administrative Agent and Borrowerthe Borrowers. Borrower agrees The Borrowers agree to notify the Administrative Agent of any errors in the transfer of any funds or of any unauthorized or improperly authorized transfer requests within fourteen (14) days after the Administrative Agent’s confirmation to Borrower the Borrowers of such transfer. Administrative Agent will, in its sole discretion, determine the funds transfer system and the means by which each transfer will be made. Administrative Agent may delay or refuse to accept a funds transfer request if the transfer would: (a) violate the terms of this authorization, (b) require use of a bank unacceptable to Administrative Agent or any Lender or prohibited by government authority; (c) cause Administrative Agent or any Lender to violate any Federal Reserve or other regulatory risk control program or guideline; or (d) otherwise cause Administrative Agent or any Lender to violate any applicable law or regulation. Neither Administrative Agent nor any Lender shall be liable to Borrower or any other parties for: (i) errors, acts or failures to act of others, including other entities, banks, communications carriers or clearinghouses, through which Borrower’s transfers may be made or information received or transmitted, and no such entity shall be deemed an agent of Administrative Agent or any Lender, (ii) any loss, liability or delay caused by fires, earthquakes, wars, civil disturbances, power surges or failures, acts of government, labor disputes, failures in communications networks, legal constraints or other events beyond Administrative Agent or any Lender’s control, or (iii) any special, consequential, indirect or punitive damages, whether or not (a) any claim for these damages is based on tort or contract or (b) Administrative Agent or any Lender or Borrower knew or should have known the likelihood of these damages in any situation. Neither Administrative Agent nor any Lender makes any representations or warranties other than those expressly made in this Agreement.

Funds Transfer Disbursements. The (a) Borrower hereby authorizes Administrative Agent to disburse the proceeds of the Loan made by Lenders or any of their Affiliates Advance pursuant to the Loan Documents Documents, as requested by an authorized representative of Borrower Borrower, to any of the accounts account(s) to be designated in the Disbursement Instruction Agreement. form attached hereto as Exhibit J. Borrower agrees to be bound by any transfer request: (i) authorized or transmitted by Borrower; or (ii) made in Borrower’s name and accepted by Administrative Agent in good faith and in compliance with these transfer instructions, even if not properly authorized by Borrower. Borrower further agrees and acknowledges that Administrative Agent may rely solely on any bank routing number or identifying bank account number or name provided by Borrower to effect a wire of or funds transfer even if the information provided by Borrower identifies a different bank or account holder than named by Borrower. Administrative Agent is not obligated or required in any way to take any actions to detect errors in information provided by Borrower. If Administrative Agent takes any actions in an attempt to detect errors in the transmission or content of transfer or requests or takes any actions in an attempt to detect unauthorized funds transfer requests, Borrower agrees that no matter how many times Administrative Agent takes these actions actions, Administrative Agent will not in any situation be liable for failing to take or correctly perform these actions in the future future, and such actions shall not become any part of the transfer disbursement procedures authorized under this provision, the Loan Documents, Documents or any agreement between Administrative Agent and Borrower. Borrower agrees to notify Administrative Agent of any errors in the transfer of any funds or of any unauthorized or improperly authorized transfer requests within fourteen (14) days after Administrative Agent’s confirmation to Borrower of such transfer. Administrative Agent will, in its sole discretion, determine the funds transfer system and the means by which each transfer will be made. Administrative Agent may delay or refuse to accept a funds transfer request if the transfer would: (a) violate the terms of this authorization, (b) require use of a bank unacceptable to Administrative Agent or any Lender or prohibited by government authority; (c) cause Administrative Agent or any Lender to violate any Federal Reserve or other regulatory risk control program or guideline; or (d) otherwise cause Administrative Agent or any Lender to violate any applicable law or regulation. Neither Administrative Agent nor any Lender shall be liable to Borrower or any other parties for: (i) errors, acts or failures to act of others, including other entities, banks, communications carriers or clearinghouses, through which Borrower’s transfers may be made or information received or transmitted, and no such entity shall be deemed an agent of Administrative Agent or any Lender, (ii) any loss, liability or delay caused by fires, earthquakes, wars, civil disturbances, power surges or failures, acts of government, labor disputes, failures in communications networks, legal constraints or other events beyond Administrative Agent or any Lender’s control, or (iii) any special, consequential, indirect or punitive damages, whether or not (a) any claim for these damages is based on tort or contract or (b) Administrative Agent or any Lender or Borrower knew or should have known the likelihood of these damages in any situation. Neither Administrative Agent nor any Lender makes any representations or warranties other than those expressly made in this Agreement.

Funds Transfer Disbursements. The Borrower hereby authorizes Administrative Agent Lender to disburse the proceeds of the Loan any Loan(s) made by Lenders Lender or any of their Affiliates its affiliate pursuant to the Loan Documents as requested by an authorized representative of the Borrower to any of the accounts designated in the Disbursement Instruction Agreementthat certain Exhibit entitled Transfer Authorizer Designation. Borrower agrees to be bound by any transfer request: (i) authorized or transmitted by Borrower; or or, (ii) made in Borrower’s name and accepted by Administrative Agent Lender in good faith and in compliance with these transfer instructions, even if not properly authorized by Borrower. Borrower further agrees and acknowledges that Administrative Agent Lender may rely solely on any bank routing number or identifying bank account number or name provided by Borrower to effect a wire of or funds transfer even if the information provided by Borrower identifies a different bank or account holder than named by the Borrower. Administrative Agent Lender is not obligated or required in any way to take any actions to detect errors in information provided by Borrower. If Administrative Agent Lender takes any actions in an attempt to detect errors in the transmission or content of transfer or requests or takes any actions in an attempt to detect unauthorized funds transfer requests, Borrower agrees that no matter how many times Administrative Agent Lender takes these actions Administrative Agent Lender will not in any situation be liable for failing to take or correctly perform these actions in the future and such actions shall not become any part of the transfer disbursement procedures authorized under this provision, the Loan Documents, or any agreement between Administrative Agent Lender and Borrower. Borrower agrees to notify Administrative Agent Lender of any errors in the transfer of any funds or of any unauthorized or improperly authorized transfer requests within fourteen (14) 14 days after Administrative AgentLender’s confirmation to Borrower of such transfer. Administrative Agent Lender will, in its sole discretion, determine the funds transfer system and the means by which each transfer will be made. Administrative Agent Lender may delay or refuse to accept a funds transfer request if the transfer would: (ai) violate the terms of this authorization, authorization (bii) require use of a bank unacceptable to Administrative Agent or any Lender or prohibited by government authority; (ciii) cause Administrative Agent or any Lender to violate any Federal Reserve or other regulatory risk control program or guideline; , or (div) otherwise cause Administrative Agent or any Lender to violate any applicable law or regulation. Neither Administrative Agent nor any Lender shall not be liable to Borrower or any other parties for: for (i) errors, acts or failures to act of others, including other entities, banks, communications carriers or clearinghouses, through which Borrower’s transfers may be made or information received or transmitted, and no such entity shall be deemed an agent of Administrative Agent or any the Lender, (ii) any loss, liability or delay caused by fires, earthquakes, wars, civil disturbances, power surges or failures, acts of government, labor disputes, failures in communications networks, legal constraints or other events beyond Administrative Agent or any Lender’s control, or (iii) any special, consequential, indirect or punitive damages, whether or not (a) any claim for these damages is based on tort or contract or (b) Administrative Agent or any Lender or Borrower knew or should have known the likelihood of these damages in any situation. Neither Administrative Agent nor any Lender makes any no representations or warranties other than those expressly made in this Agreement.. Loan No. 1004853

Funds Transfer Disbursements. The (a) Section 2.1(c) of the Credit Agreement is hereby amended by inserting the following as the second full paragraph thereof: "Borrower hereby authorizes Administrative Agent to disburse the proceeds of the Loan made by Lenders or any of their Affiliates pursuant to the Loan Documents Revolving Advance as requested by an authorized representative of the Borrower to any of the accounts designated in the Disbursement Instruction AgreementExhibit O hereto. Borrower agrees to be bound by any transfer request: (i) authorized or transmitted by Borrower; or or, (ii) made in Borrower’s 's name and accepted by Administrative Agent in good faith and in compliance with these transfer instructions, even if not properly authorized by Borrower. Borrower further agrees and acknowledges that Administrative Agent may rely solely on any bank routing number or identifying bank account number or name provided by Borrower to effect a wire of or funds transfer even if the information provided by Borrower identifies a different bank or account holder than named by the Borrower. Administrative Agent is not obligated or required in any way to take any actions to detect errors in information provided by Borrower. If Administrative Agent takes any actions in an attempt to detect errors in the transmission or content of transfer or requests or takes any actions in an attempt to detect unauthorized funds transfer requests, Borrower agrees that no matter how many times Administrative Agent takes these actions Administrative Agent will not in any situation be liable for failing to take or correctly perform these actions in the future and such actions shall not become any part of the transfer disbursement procedures authorized under this provision, the Loan Documents, or any agreement between Administrative Agent and Borrower or between any Lender and Borrower. Borrower agrees to notify Administrative Agent of any errors in the transfer of any funds or of any unauthorized or improperly authorized transfer requests within fourteen (14) 14 days after Administrative Agent’s 's confirmation to Borrower of such transfer. Administrative Agent will, in its sole discretion, determine the funds transfer system and the means by which each transfer will be made. Administrative Agent may delay or refuse to accept a funds transfer request if the transfer would: (ai) violate the terms of this authorization, ; (bii) require use of a bank unacceptable to Administrative Agent or any Lender or prohibited by government authorityGovernment Authority; (ciii) cause Administrative Agent or any Lender to violate any Federal Reserve or other regulatory risk control program or guideline; , or (diii) otherwise cause Administrative Agent or any Lender to violate any applicable law or regulation. Neither Administrative Agent nor any Lender shall be liable to Borrower or any other parties for: for (i) errors, acts or failures to act of others, including other entities, banks, communications carriers or clearinghouses, through which Borrower’s 's transfers may be made or information received or transmitted, and no such entity shall be deemed an agent of Administrative Agent or any Lenderthe Agent, (ii) any loss, liability or delay caused by fires, earthquakes, wars, civil disturbances, power surges or failures, acts of government, labor disputes, failures in communications networks, legal constraints or other events beyond Administrative Agent or any Lender’s Agent's control, or (iii) any special, consequential, indirect or punitive damages, whether or not (a) any claim for these damages is based on tort or contract or (b) Administrative Agent or Agent, any Lender or Borrower knew or should have known the likelihood of these damages in any situation. Neither Administrative Agent nor any Lender makes any no representations or warranties other than those expressly made in this Agreement."

Funds Transfer Disbursements. The Borrower hereby authorizes Administrative Agent Lender to disburse the proceeds of the Loan made by Lenders Lender or any of their Affiliates its affiliate pursuant to the Loan Documents as requested by an authorized representative of the Borrower to any of the accounts designated in the Disbursement Instruction AgreementExhibit “C” attached hereto entitled Transfer Authorizer Designation. Borrower agrees to be bound by any transfer request: (i) authorized or transmitted by Borrower; or or, (ii) made in Borrower’s name and accepted by Administrative Agent Lender in good faith and in compliance with these transfer instructions, even if not properly authorized by Borrower. Borrower further agrees and acknowledges that Administrative Agent Lender may rely solely on any bank routing number or identifying bank account number or name provided by Borrower to effect a wire of or funds transfer even if the information provided by Borrower identifies a different bank or account holder than named by the Borrower. Administrative Agent Lender is not obligated or required in any way to take any actions to detect errors in information provided by Borrower. If Administrative Agent Lender takes any actions in an attempt to detect errors in the transmission or content of transfer or requests or takes any actions in an attempt to detect unauthorized funds transfer requests, Borrower agrees that no matter how many times Administrative Agent Lender takes these actions Administrative Agent Lender will not in any situation be liable for failing to take or correctly perform these actions in the future and such actions shall not become any part of the transfer disbursement procedures authorized under this provision, the Loan Documents, or any agreement between Administrative Agent Lender and Borrower. Borrower agrees to notify Administrative Agent Lender of any errors in the transfer of any funds or of any unauthorized or improperly authorized transfer requests within fourteen (14) 14 days after Administrative AgentLender’s confirmation to Borrower of such transfer. Administrative Agent Lender will, in its sole discretion, determine the funds transfer system and the means by which each transfer will be made. Administrative Agent Lender may delay or refuse to accept a funds transfer request if the transfer would: (ai) violate the terms of this authorization, authorization (bii) require use of a bank unacceptable to Administrative Agent or any Lender or prohibited by government authorityauthority (it being understood that Bank of Hawaii is acceptable to Lender for this purpose); (ciii) cause Administrative Agent or any Lender to violate any Federal Reserve or other regulatory risk control program or guideline; , or (div) otherwise cause Administrative Agent or any Lender to violate any applicable law or regulation. Neither Administrative Agent nor any Lender shall not be liable to Borrower or any other parties for: for (i) errors, acts or failures to act of others, including other entities, banks, communications carriers or clearinghouses, through which Borrower’s transfers may be made or information received or transmitted, and no such entity shall be deemed an agent of Administrative Agent or any the Lender, (ii) any loss, liability or delay caused by fires, earthquakes, wars, civil disturbances, power surges or failures, acts of government, labor disputes, failures in communications networks, legal constraints or other events beyond Administrative Agent or any Lender’s control, or (iii) any special, consequential, indirect or punitive damages, whether or not (a) any claim for these damages is based on tort or contract or (b) Administrative Agent or any Lender or Borrower knew or should have known the likelihood of these damages in any situation. Neither Administrative Agent nor any Lender makes any no representations or warranties other than those expressly made in this Agreement.

Funds Transfer Disbursements. The Borrower hereby authorizes Administrative Agent Bondowner Representative to disburse the proceeds of the Loan any Loan(s) made by Lenders Bondowner Representative or any of their Affiliates its affiliate pursuant to the Loan Documents as requested by an authorized representative of the Borrower to any of the accounts designated in the Disbursement Instruction Agreement. Exhibit E. Borrower agrees to be bound by any transfer request: (i) authorized or transmitted by Borrower; or or, (ii) made in Borrower’s name by one of the individuals named in Section 4.4 or in a Disbursement Instruction Agreement in the form of Exhibit E duly executed by an authorized signatory of Borrower and accepted by Administrative Agent Bondowner Representative in good faith and in compliance with these transfer instructions, even if not properly authorized by Borrower. Borrower further agrees and acknowledges that Administrative Agent Bondowner Representative may rely solely on any bank routing number or identifying bank account number or name provided by Borrower to effect a wire of or funds transfer even if the information provided by Borrower identifies a different bank or account holder than that named by the Borrower. Administrative Agent Bondowner Representative is not obligated or required in any way to take any actions to detect errors in information provided by Borrower. If Administrative Agent Bondowner Representative takes any actions in an attempt to detect errors in the transmission or content of transfer or requests or takes any actions in an attempt to detect unauthorized funds transfer requests, Borrower agrees that no matter how many times Administrative Agent Bondowner Representative takes these actions Administrative Agent Bondowner Representative will not in any situation be liable for failing to take or correctly perform these actions in the future and such actions shall not become any part of the transfer disbursement procedures authorized under this provision, the Loan Documents, or any agreement between Administrative Agent Bondowner Representative and Borrower. Borrower agrees to notify Administrative Agent Bondowner Representative of any errors in the transfer of any funds or of any unauthorized or improperly authorized transfer requests within fourteen (14) days after Administrative AgentBondowner Representative’s confirmation to Borrower of such transfer. Administrative Agent Bondowner Representative will, in its sole discretion, determine the funds transfer system and the means by which each transfer will be made. Administrative Agent Bondowner Representative may delay or refuse to accept a funds transfer request if the transfer would: (ai) violate the terms of this authorization, ; (bii) require use of a bank unacceptable to Administrative Agent or any Lender Bondowner Representative or prohibited by government authority; (ciii) cause Administrative Agent or any Lender Bondowner Representative to violate any Federal Reserve or other regulatory risk control program or guideline; , or (div) otherwise cause Administrative Agent or any Lender Bondowner Representative to violate any applicable law or regulation. Neither Administrative Agent nor any Lender Bondowner Representative shall not be liable to Borrower or any other parties for: for (i) errors, acts or failures to act of others, including other entities, banks, communications carriers or clearinghouses, through which Borrower’s transfers may be made made, or information received or transmitted, and no such entity shall be deemed an agent of Administrative Agent or any LenderBondowner Representative, (ii) any loss, liability or delay caused by fires, earthquakes, wars, civil disturbances, power surges or failures, acts of government, labor disputes, failures in communications networks, legal constraints or other events beyond Administrative Agent or any LenderBondowner Representative’s control, or (iii) any special, consequential, indirect or punitive damages, whether or not (a) any claim for these damages is based on tort or contract or (b) Administrative Agent or any Lender Bondowner Representative or Borrower knew or should have known the likelihood of these damages in any situation. Neither Administrative Agent nor any Lender Bondowner Representative makes any no representations or warranties other than those expressly made in this Agreement.

Funds Transfer Disbursements. The (a) Borrower hereby authorizes Administrative Agent Lender to disburse the proceeds of the Loan made by Lenders or any of their Affiliates pursuant to the Loan Documents as requested by an authorized representative of the Borrower to any of the accounts designated in the Disbursement Instruction Agreement. Exhibit C. Borrower agrees to be bound by any transfer request: (i) authorized or transmitted by Borrower; or or, (ii) made in Borrower’s 's name and accepted by Administrative Agent Lender in good faith and in compliance with these transfer instructions, even if not properly authorized by Borrower. Borrower further agrees and acknowledges that Administrative Agent Lender may rely solely on any bank routing number or identifying bank account number or name provided by Borrower to effect a wire of or funds transfer even if the information provided by Borrower identifies a different bank or account holder than named by the Borrower. Administrative Agent Lender is not obligated or required in any way to take any actions to detect errors in information provided by Borrower. If Administrative Agent Lender takes any actions in an attempt to detect errors in the transmission or content of transfer or requests or takes any actions in an attempt to detect unauthorized funds transfer requests, Borrower agrees that no matter how many times Administrative Agent Lender takes these actions Administrative Agent Lender will not in any situation be liable for failing to take or correctly perform these actions in the future and such actions shall not become any part of the transfer disbursement procedures authorized under this provision, the Loan Documents, or any agreement between Administrative Agent Lender and Borrower. Borrower agrees to notify Administrative Agent Lender of any errors in the transfer of any funds or of any unauthorized or improperly authorized transfer requests within fourteen (14) 14 days after Administrative Agent’s Lender's confirmation to Borrower of such transfer. Administrative Agent will, in its sole discretion, determine the funds transfer system and the means by which each transfer will be made. Administrative Agent may delay or refuse to accept a funds transfer request if the transfer would: (a) violate the terms of this authorization, (b) require use of a bank unacceptable to Administrative Agent or any Lender or prohibited by government authority; (c) cause Administrative Agent or any Lender to violate any Federal Reserve or other regulatory risk control program or guideline; or (d) otherwise cause Administrative Agent or any Lender to violate any applicable law or regulation. Neither Administrative Agent nor any Lender shall be liable to Borrower or any other parties for: (i) errors, acts or failures to act of others, including other entities, banks, communications carriers or clearinghouses, through which Borrower’s transfers may be made or information received or transmitted, and no such entity shall be deemed an agent of Administrative Agent or any Lender, (ii) any loss, liability or delay caused by fires, earthquakes, wars, civil disturbances, power surges or failures, acts of government, labor disputes, failures in communications networks, legal constraints or other events beyond Administrative Agent or any Lender’s control, or (iii) any special, consequential, indirect or punitive damages, whether or not (a) any claim for these damages is based on tort or contract or (b) Administrative Agent or any Lender or Borrower knew or should have known the likelihood of these damages in any situation. Neither Administrative Agent nor any Lender makes any representations or warranties other than those expressly made in this Agreement.

Funds Transfer Disbursements. The (a) Borrower hereby authorizes Administrative Agent Lender to disburse the proceeds of the Loan made by Lenders or any of their Affiliates pursuant to the Loan Documents as requested by an authorized representative of the Borrower to any of the accounts designated by Borrower in a Transfer Authorizer Designation in the Disbursement Instruction Agreementform of Exhibit C hereto. Borrower agrees to be bound by any transfer request: (i) authorized or transmitted by Borrower; or or, (ii) made in Borrower’s 's name and accepted by Administrative Agent Lender in good faith and in compliance with these transfer instructions, even if not properly authorized by Borrower. Borrower further agrees and acknowledges that Administrative Agent Lender may rely solely on any bank routing number or identifying bank account number or name provided by Borrower to effect a wire of or funds transfer even if the information provided by Borrower identifies a different bank or account holder than named by the Borrower. Administrative Agent Lender is not obligated or required in any way to take any actions to detect errors in information provided by Borrower. If Administrative Agent Lender takes any actions in an attempt to detect errors in the transmission or content of transfer or requests or takes any actions in an attempt to detect unauthorized funds transfer requests, Borrower agrees that no matter how many times Administrative Agent Lender takes these actions Administrative Agent Lender will not in any situation be liable for failing to take or correctly perform these actions in the future and such actions shall not become any part of the transfer disbursement procedures authorized under this provision, the Loan Documents, or any agreement between Administrative Agent Lender and Borrower. Borrower agrees to notify Administrative Agent Lender of any errors in the transfer of any funds or of any unauthorized or improperly authorized transfer requests within fourteen (14) 14 days after Administrative Agent’s Lender's confirmation to Borrower of such transfer. Administrative Agent will, in its sole discretion, determine the funds transfer system and the means by which each transfer will be made. Administrative Agent may delay or refuse to accept a funds transfer request if the transfer would: (a) violate the terms of this authorization, (b) require use of a bank unacceptable to Administrative Agent or any Lender or prohibited by government authority; (c) cause Administrative Agent or any Lender to violate any Federal Reserve or other regulatory risk control program or guideline; or (d) otherwise cause Administrative Agent or any Lender to violate any applicable law or regulation. Neither Administrative Agent nor any Lender shall be liable to Borrower or any other parties for: (i) errors, acts or failures to act of others, including other entities, banks, communications carriers or clearinghouses, through which Borrower’s transfers may be made or information received or transmitted, and no such entity shall be deemed an agent of Administrative Agent or any Lender, (ii) any loss, liability or delay caused by fires, earthquakes, wars, civil disturbances, power surges or failures, acts of government, labor disputes, failures in communications networks, legal constraints or other events beyond Administrative Agent or any Lender’s control, or (iii) any special, consequential, indirect or punitive damages, whether or not (a) any claim for these damages is based on tort or contract or (b) Administrative Agent or any Lender or Borrower knew or should have known the likelihood of these damages in any situation. Neither Administrative Agent nor any Lender makes any representations or warranties other than those expressly made in this Agreement.

Funds Transfer Disbursements. The Borrower hereby authorizes Administrative Agent Lender to disburse the proceeds of the Loan made by Lenders or any of their Affiliates pursuant to the Loan Documents as requested by an authorized representative of the Borrower to any of the accounts designated in the Disbursement Instruction Agreementthat certain Exhibit B entitled Transfer Authorizer Designation. Borrower agrees to be bound by any transfer request: (i) authorized or transmitted by Borrower; or (ii) made in Borrower’s name and accepted by Administrative Agent Lender in good faith and in compliance with these transfer instructions, even if not properly authorized by Borrower. Borrower further agrees and acknowledges that Administrative Agent Lender may rely solely on any bank routing number or identifying bank account number or name provided by Borrower to effect a wire of or funds transfer even if the information provided by Borrower identifies a different bank or account holder than named by the Borrower. Administrative Agent Lender is not obligated or required in any way to take any actions to detect errors in information provided by Borrower. If Administrative Agent Lender takes any actions in an attempt to detect errors in the transmission or content of transfer or requests or takes any actions in an attempt to detect unauthorized funds transfer requests, Borrower agrees that no matter how many times Administrative Agent Lender takes these actions Administrative Agent actions, Lender will not in any situation be liable for failing to take or correctly perform these actions in the future and such actions shall not become any part of the transfer disbursement procedures authorized under this provision, the Loan Documents, or any agreement between Administrative Agent Borrower and BorrowerLender. Borrower agrees to notify Administrative Agent Lender of any errors in the transfer of any funds or of any unauthorized or improperly authorized transfer requests within fourteen (14) days after Administrative AgentLender’s confirmation to Borrower of such transfer. Administrative Agent Lender will, in its sole discretion, determine the funds transfer system and the means by which each transfer will be made. Administrative Agent Lender may delay or refuse to accept a funds transfer request if the transfer would: (ai) violate the terms of this authorization, authorization (bii) require use of a bank unacceptable to Administrative Agent or any Lender or prohibited by government authority; (ciii) cause Administrative Agent or any Lender to violate any Federal Reserve or other regulatory risk control program or guideline; , or (div) otherwise cause Administrative Agent Lender or any Lender to violate any applicable law or regulation. Neither Administrative Agent nor any Lender shall not be liable to Borrower or any other parties for: for (i) errors, acts or failures to act of others, including other entities, banks, communications carriers or clearinghouses, through which Borrower’s transfers may be made or information received or transmitted, and no such entity shall be deemed an agent of Administrative Agent Lender or any Lender, (ii) any loss, liability or delay caused by fires, earthquakes, wars, civil disturbances, power surges or failures, acts of government, labor disputes, failures in communications networks, legal constraints or other events beyond Administrative Agent or any the control of Lender’s control, or (iii) any special, consequential, indirect or punitive damages, whether or not (a) any claim for these damages is based on tort or contract or (b) Administrative Agent or any Lender or Borrower knew or should have known the likelihood of these damages in any situation. Neither Administrative Agent nor any Lender makes any no representations or warranties other than those expressly made in this Agreement.

Funds Transfer Disbursements. The a. Borrower hereby authorizes Administrative Agent Lender to disburse the proceeds of the Loan made by Lenders Lender or any of their Affiliates its affiliate pursuant to the Loan Documents as requested by an authorized representative of the Borrower to any of the accounts designated in the Disbursement Instruction Agreement. Exhibit D. Borrower agrees to be bound by any transfer request: (i) authorized or transmitted by Borrower; or or, (ii) made in Borrower’s name and accepted by Administrative Agent Lender in good faith and in compliance with these transfer instructions, even if not properly authorized by Borrower. Borrower further agrees and acknowledges that Administrative Agent Lender may rely solely on any bank routing number or identifying bank account number or name provided by Borrower to effect a wire of or funds transfer even if the information provided by Borrower identifies a different bank or account holder than named by the Borrower. Administrative Agent Lender is not obligated or required in any way to take any actions to detect errors in information provided by Borrower. If Administrative Agent Lender takes any actions in an attempt to detect errors in the transmission or content of transfer or requests or takes any actions in an attempt to detect unauthorized funds transfer requests, Borrower agrees that no matter how many times Administrative Agent Lender takes these actions Administrative Agent Lender will not in any situation be liable for failing to take or correctly perform these actions in the future and such actions shall not become any part of the transfer disbursement procedures authorized under this provision, the Loan Documents, or any agreement Loan No. 105093 between Administrative Agent Lender and Borrower. Borrower agrees to notify Administrative Agent Lender of any errors in the transfer of any funds or of any unauthorized or improperly authorized transfer requests within fourteen (14) 14 days after Administrative AgentLender’s confirmation to Borrower of such transfer. Administrative Agent will, in its sole discretion, determine the funds transfer system and the means by which each transfer will be made. Administrative Agent may delay or refuse to accept a funds transfer request if the transfer would: (a) violate the terms of this authorization, (b) require use of a bank unacceptable to Administrative Agent or any Lender or prohibited by government authority; (c) cause Administrative Agent or any Lender to violate any Federal Reserve or other regulatory risk control program or guideline; or (d) otherwise cause Administrative Agent or any Lender to violate any applicable law or regulation. Neither Administrative Agent nor any Lender shall be liable to Borrower or any other parties for: (i) errors, acts or failures to act of others, including other entities, banks, communications carriers or clearinghouses, through which Borrower’s transfers may be made or information received or transmitted, and no such entity shall be deemed an agent of Administrative Agent or any Lender, (ii) any loss, liability or delay caused by fires, earthquakes, wars, civil disturbances, power surges or failures, acts of government, labor disputes, failures in communications networks, legal constraints or other events beyond Administrative Agent or any Lender’s control, or (iii) any special, consequential, indirect or punitive damages, whether or not (a) any claim for these damages is based on tort or contract or (b) Administrative Agent or any Lender or Borrower knew or should have known the likelihood of these damages in any situation. Neither Administrative Agent nor any Lender makes any representations or warranties other than those expressly made in this Agreement.

Funds Transfer Disbursements. The Borrower Borrowers hereby authorizes Administrative Agent authorize Lender to disburse the proceeds of the Loan made by Lenders Lender or any of their Affiliates its affiliate pursuant to the Loan Documents as requested by an authorized representative of Borrower the Borrowers to any of the accounts designated in the Disbursement Instruction Agreement. Borrower agrees Exhibit C. Borrowers agree to be bound by any transfer request: (i) authorized or transmitted by BorrowerBorrowers; or or, (ii) made in any Borrower’s 's name and accepted by Administrative Agent Lender in good faith and in compliance with these transfer instructions, even if not properly authorized by BorrowerBorrowers. Borrower Borrowers further agrees agree and acknowledges acknowledge that Administrative Agent Lender may rely solely on any bank routing number or identifying bank account number or name provided by any Borrower to effect a wire of or funds transfer even if the information provided by such Borrower identifies a different bank or account holder than named by Borrowerthe Borrowers. Administrative Agent Lender is not obligated or required in any way to take any actions to detect errors in information provided by any Borrower. If Administrative Agent Lender takes any actions in an attempt to detect errors in the transmission or content of transfer or requests or takes any actions in an attempt to detect unauthorized funds transfer requests, Borrower agrees Borrowers agree that no matter how many times Administrative Agent Lender takes these actions Administrative Agent Lender will not in any situation be liable for failing to take or correctly perform these actions in the future and such actions shall not become any part of the transfer disbursement procedures authorized under this provision, the Loan Documents, or any agreement between Administrative Agent Lender and BorrowerBorrowers. Borrower agrees Borrowers agree to notify Administrative Agent Lender of any errors in the transfer of any funds or of any unauthorized or improperly authorized transfer requests within fourteen (14) days after Administrative Agent’s Lender's confirmation to Borrower Borrowers of such transfer. Administrative Agent Lender will, in its sole discretion, determine the funds transfer system and the means by which each transfer will be made. Administrative Agent Lender may delay or refuse to accept a funds transfer request if the transfer would: (ai) violate the terms of this authorization, ; (bii) require use of a bank unacceptable to Administrative Agent or any Lender or prohibited by government authority; (ciii) cause Administrative Agent or any Lender to violate any Federal Reserve or other regulatory risk control program or guideline; or and/or (div) otherwise cause Administrative Agent or any Lender to violate any applicable law or regulation. Neither Administrative Agent nor any Lender shall not be liable to any Borrower or any other parties for: for (i) errors, acts or failures to act of others, including other entities, banks, communications carriers or clearinghouses, through which Borrower’s Borrowers' transfers may be made or information received or transmitted, and no such entity shall be deemed an agent of Administrative Agent or any the Lender, ; (ii) any loss, liability or delay caused by fires, earthquakes, wars, civil disturbances, power surges or failures, acts of government, labor disputes, failures in communications networks, legal constraints or other events beyond Administrative Agent or any Lender’s 's control, or ; and/or (iii) any special, consequential, indirect or punitive damages, whether or not (a) any claim for these damages is based on tort or contract or (b) Administrative Agent or any Lender or Borrower Borrowers knew or should have known the likelihood of these damages in any situation. Neither Administrative Agent nor any Lender makes any no representations or warranties other than those expressly made in this Agreement.

Funds Transfer Disbursements. The (a) Borrower hereby authorizes Administrative Agent and Lenders to disburse the proceeds of the Loan any Loan(s) made by Lenders or any of their Affiliates affiliates pursuant to the Loan Documents as requested by an authorized representative of the Borrower to any of the accounts designated by Borrower in a Transfer Authorizer Designation in the Disbursement Instruction Agreementform of Exhibit C hereto. Borrower agrees to be bound by any transfer request: (i) authorized or transmitted by Borrower; or or, (ii) made in Borrower’s 's name and accepted by Administrative Agent or Lenders in good faith and in compliance with these transfer instructions, even if not properly authorized by Borrower. Borrower further agrees and acknowledges that Administrative Agent and Lenders may rely solely on any bank routing number or identifying bank account number or name provided by Borrower to effect a wire of or funds transfer even if the information provided by Borrower identifies a different bank or account holder than named by the Borrower. Administrative Neither Agent nor any Lender is not obligated or required in any way to take any actions to detect errors in information provided by Borrower. If Administrative Agent or any Lender takes any actions in an attempt to detect errors in the transmission or content of transfer or requests or takes any actions in an attempt to detect unauthorized funds transfer requests, Borrower agrees that no matter how many times Administrative Agent or any Lender takes these actions Administrative neither Agent nor any Lender will not in any situation be liable for failing to take or correctly perform these actions in the future and such actions shall not become any part of the transfer disbursement procedures authorized under this provision, the Loan Documents, or any agreement between Administrative Agent among Agent, Lenders and Borrower. Borrower agrees to notify Administrative Agent of any errors in the transfer of any funds or of any unauthorized or improperly authorized transfer requests within fourteen (14) days after Administrative Agent’s 's or any Lender's confirmation to Borrower of such transfer. Administrative Agent will, in its sole discretion, determine the funds transfer system and the means by which each transfer will be made. Administrative Agent may delay or refuse to accept a funds transfer request if the transfer would: (a) violate the terms of this authorization, (b) require use of a bank unacceptable to Administrative Agent or any Lender or prohibited by government authority; (c) cause Administrative Agent or any Lender to violate any Federal Reserve or other regulatory risk control program or guideline; or (d) otherwise cause Administrative Agent or any Lender to violate any applicable law or regulation. Neither Administrative Agent nor any Lender shall be liable to Borrower or any other parties for: (i) errors, acts or failures to act of others, including other entities, banks, communications carriers or clearinghouses, through which Borrower’s transfers may be made or information received or transmitted, and no such entity shall be deemed an agent of Administrative Agent or any Lender, (ii) any loss, liability or delay caused by fires, earthquakes, wars, civil disturbances, power surges or failures, acts of government, labor disputes, failures in communications networks, legal constraints or other events beyond Administrative Agent or any Lender’s control, or (iii) any special, consequential, indirect or punitive damages, whether or not (a) any claim for these damages is based on tort or contract or (b) Administrative Agent or any Lender or Borrower knew or should have known the likelihood of these damages in any situation. Neither Administrative Agent nor any Lender makes any representations or warranties other than those expressly made in this Agreement.

Funds Transfer Disbursements. The Borrower hereby authorizes Administrative Agent Lender to disburse the proceeds of the Loan any Loan(s) made by Lenders Lender or any of their Affiliates its Affiliate pursuant to the Loan Documents as requested by an authorized representative of the Borrower to any of the accounts designated in the Disbursement Instruction Agreementthat certain Exhibit entitled Transfer Authorizer Designation. Borrower agrees to be bound by any transfer request: (i) authorized or transmitted by Borrower; or or, (ii) made in Borrower’s name and accepted by Administrative Agent Lender in good faith and in compliance with these transfer instructions, even if not properly authorized by Borrower. Borrower further agrees and acknowledges that Administrative Agent Lender may rely solely on any bank routing number or identifying bank account number or name provided by Borrower to effect a wire of or funds transfer even if the information provided by Borrower identifies a different bank or account holder than named by the Borrower. Administrative Agent Lender is not obligated or required in any way to take any actions to detect errors in information provided by Borrower. If Administrative Agent Lender takes any actions in an attempt to detect errors in the transmission or content of transfer or requests or takes any actions in an attempt to detect unauthorized funds transfer requests, Borrower agrees that no matter how many times Administrative Agent Lender takes these actions Administrative Agent Lender will not in any situation be liable for failing to take or correctly perform these actions in the future and such actions shall not become any part of the transfer disbursement procedures authorized under this provision, the Loan Documents, or any agreement between Administrative Agent Lender and Borrower. Borrower agrees to notify Administrative Agent Lender of any errors in the transfer of any funds or of any unauthorized or improperly authorized transfer requests within fourteen (14) days after Administrative AgentLender’s confirmation to Borrower of such transfer. Administrative Agent Lender will, in its sole discretion, determine the funds transfer system and the means by which each transfer will be made. Administrative Agent Lender may delay or refuse to accept a funds transfer request if the transfer would: (ai) violate the terms of this authorization, (bii) require use of a bank unacceptable to Administrative Agent or any Lender or prohibited by government authority; , (ciii) cause Administrative Agent or any Lender to violate any Federal Reserve or other regulatory risk control program or guideline; , or (div) otherwise cause Administrative Agent or any Lender to violate any applicable law or regulation. Neither Administrative Agent nor any Lender shall not be liable to Borrower or any other parties for: for (i) errors, acts or failures to act of others, including other entities, banks, communications carriers or clearinghouses, through which Borrower’s transfers may be made or information received or transmitted, and no such entity shall be deemed an agent of Administrative Agent or any the Lender, (ii) any loss, liability or delay caused by fires, earthquakes, wars, civil disturbances, power surges or failures, acts of government, labor disputes, failures in communications networks, legal constraints or other events beyond Administrative Agent or any Lender’s control, or (iii) any special, consequential, indirect or punitive damages, whether or not (a) any claim for these damages is based on tort or contract contract, or (b) Administrative Agent or any Lender or Borrower knew or should have known the likelihood of these damages in any situation. Neither Administrative Agent nor any Lender makes any no representations or warranties other than those expressly made in this Agreement.

Funds Transfer Disbursements. The Borrower hereby authorizes Administrative Agent to disburse the proceeds of the any Loan made by Lenders or any of their Affiliates pursuant to the Loan Documents as requested by an authorized representative of Borrower to any of the accounts designated an account identified in the Disbursement Instruction Agreementwriting by such authorized representative. Borrower agrees to be bound by any transfer request: (ia) authorized or transmitted by Borrower; Borrower or (iib) made in Borrower’s name and accepted by Administrative Agent in good faith and in compliance with these transfer instructionsinstructions by a Person designated in writing by Borrower to make such transfer request, even if not properly authorized by Borrower. Borrower further agrees and acknowledges that Administrative Agent may rely solely on any bank routing number or identifying bank account number or name provided by Borrower to effect a wire of or funds transfer even if the information provided by Borrower identifies a different bank or account holder than named by Borrower. Administrative Agent is not obligated or required in any way to take any actions to detect errors in information provided by Borrower. If Administrative Agent takes any actions in an attempt to detect errors in the transmission or content of transfer transfer, requests or takes any actions in an attempt to detect unauthorized funds transfer requests, Borrower agrees that no matter how many times Administrative Agent takes these actions Administrative Agent will not in any situation be liable for failing to take or correctly perform these actions in the future and such actions shall not become any part of the transfer disbursement procedures authorized under this provision, the Loan Documents, or any agreement between Administrative Agent and Borrower. Borrower agrees to notify Administrative Agent of any errors in the transfer of any funds or of any unauthorized or improperly authorized transfer requests within fourteen (14) days after Administrative Agent’s confirmation to Borrower of such transfer. Administrative Agent will, in its sole discretion, determine the funds transfer system and the means by which each transfer will be made. Administrative Agent may delay or refuse to accept a funds transfer request if the transfer would: (a) violate the terms of this authorization, authorization (b) require use of a bank unacceptable to Administrative Agent or any Lender or prohibited by government authority; (c) cause Administrative Agent or any Lender to violate any Federal Reserve or other regulatory risk control program or guideline; , or (d) otherwise cause Administrative Agent or any Lender to violate any applicable law or regulation. Neither Administrative Agent nor any Lender shall not be liable to Borrower or any other parties for: for (ia) errors, acts or failures to act of others, including other entities, banks, communications carriers or clearinghouses, through which Borrower’s transfers may be made or information received or transmitted, and no such entity shall be deemed an agent of Administrative Agent or any LenderAgent, (iib) any loss, liability or delay caused by fires, earthquakes, wars, civil disturbances, power surges or failures, acts of government, labor disputes, failures in communications networks, legal constraints or other events beyond Administrative Agent or any LenderAgent’s control, or (iiic) any special, consequential, indirect or punitive damages, whether or not (ai) any claim for these damages is based on tort or contract or (bii) Administrative Agent or any Lender or Borrower knew or should have known the likelihood of these damages in any situation. Neither Administrative Agent nor any Lender makes any no representations or warranties other than those expressly made in this Agreement.

Funds Transfer Disbursements. The Borrower hereby authorizes Administrative Agent to disburse the proceeds of the Loan made by Lenders or any of their Affiliates pursuant to the Loan Documents Facility as requested by an authorized representative Authorized Officer of the Borrower to any of the accounts designated in the Disbursement Instruction Agreement. Exhibit G. Borrower agrees to be bound by any transfer request: (i) authorized or transmitted by Borrower; or or, (ii) made in Borrower’s name and accepted by Administrative Agent in good faith and in compliance with these transfer instructions, even if not properly authorized by Borrower. Borrower further agrees and acknowledges that Administrative Agent may rely solely on any bank routing number or identifying bank account number or name provided by Borrower to effect a wire of or funds transfer even if the information provided by Borrower identifies a different bank or account holder than named by the Borrower. Administrative Agent is not obligated or required in any way to take any actions to detect errors in information provided by Borrower. If Administrative Agent takes any actions in an attempt to detect errors in the transmission or content of transfer or requests or takes any actions in an attempt to detect unauthorized funds transfer requests, Borrower agrees that no matter how many times Administrative Agent takes these actions Administrative Agent will not in any situation be liable for failing to take or correctly perform these actions in the future and such actions shall not become any part of the transfer disbursement procedures authorized under this provision, the Loan Documents, or any agreement between Administrative Agent and Borrower. Borrower agrees to notify Administrative Agent of any errors in the transfer of any funds or of any unauthorized or improperly authorized transfer requests within fourteen (14) days after Administrative Agent’s confirmation to Borrower of such transfer. Administrative Agent will, in its sole discretion, determine the funds transfer system and the means by which each transfer will be made. Administrative Agent may delay or refuse to accept a funds transfer request if the transfer would: (ai) violate the terms of this authorization, Agreement; (bii) require use of a bank unacceptable on a reasonable basis to Administrative Agent or any Lender or prohibited by government authorityGovernmental Authority; (ciii) cause Administrative Agent or any Lender to violate any Federal Reserve or other regulatory risk control program or guideline; , or (diii) otherwise cause Administrative Agent or any Lender to violate any applicable law or regulation. Neither Administrative Agent nor any Lender shall not be liable to Borrower or any other parties for: for (i) errors, acts or failures to act of others, including other entities, banks, communications carriers or clearinghouses, through which Borrower’s transfers may be made or information received or transmitted, and no such entity shall be deemed an agent of the Administrative Agent or any LenderAgent, (ii) any loss, liability or delay caused by fires, earthquakes, wars, civil disturbances, power surges or failures, acts of government, labor disputes, failures in communications networks, legal constraints or other events beyond Administrative Agent or any LenderAgent’s control, or (iii) any special, consequential, indirect or punitive damages, whether or not (a) any claim for these damages is based on tort or contract or (b) Administrative Agent or any Lender or Borrower knew or should have known the likelihood of these damages in any situation. Neither Administrative Agent nor any Lender makes any no representations or warranties other than those expressly made in this Agreement.

Funds Transfer Disbursements. The If requested by Borrower, Borrower hereby authorizes Administrative Agent Lender to disburse the proceeds of the Loan any Loan(s) made by Lenders Lender or any of their Affiliates its affiliate pursuant to the Loan Documents as requested by an authorized representative of the Borrower to any of the accounts designated in the Disbursement Instruction Agreementthat certain Exhibit entitled Transfer Authorizer Designation. Borrower agrees to be bound by any transfer request: (i) authorized or transmitted by Borrower; or , or, (ii) made in Borrower’s name and accepted by Administrative Agent Lender in good faith and in compliance with these transfer instructionsinstruction, even if not properly authorized by Borrower. Borrower further agrees and acknowledges that Administrative Agent Lender may rely solely on any bank routing number or identifying bank account number or name provided by Borrower to effect a wire of or funds transfer even if the information provided by Borrower identifies a different bank or account holder than named by the Borrower. Administrative Agent Lender is not obligated or required in any way to take any actions to detect errors in information provided by Borrower. If Administrative Agent Lender takes any actions in an attempt to detect errors in the transmission or content of transfer or requests or takes any actions in an attempt to detect unauthorized funds transfer requests, Borrower agrees that no matter how many times Administrative Agent Lender takes these actions Administrative Agent Lender will not in any situation be liable for failing to take or correctly perform these actions in the future and such actions shall not become any part of the transfer disbursement procedures authorized under this provision, the Loan Documents, or any agreement between Administrative Agent Lender and Borrower. Borrower agrees to notify Administrative Agent Lender of any errors in the transfer of any funds or of any unauthorized or improperly authorized transfer requests within fourteen (14) 14 days after Administrative AgentLender’s confirmation to Borrower of such transfer. Administrative Agent Lender will, in its sole discretion, determine the funds transfer system and the means by which each transfer will be made. Administrative Agent Lender may delay or refuse to accept a funds transfer request if the transfer would: (ai) violate the terms of this authorization, ; (bii) require use of a bank unacceptable to Administrative Agent or any Lender or prohibited by government governmental authority; (ciii) cause Administrative Agent or any Lender to violate any and Federal Reserve or other regulatory risk control program or guideline; , or (div) otherwise cause Administrative Agent or any Lender to violate any applicable law or regulation. Neither Administrative Agent nor any Lender shall not be liable to Borrower or any other parties for: for (i) errors, acts or failures to act of others, including other entities, banks, communications carriers or clearinghouses, through which Borrower’s transfers may be made or information received or transmitted, and no such entity shall be deemed an agent of Administrative Agent or any the Lender, (ii) any loss, liability or delay caused by fires, earthquakes, wars, civil disturbances, power surges or failures, acts of government, labor disputes, failures in communications networks, legal constraints or other events beyond Administrative Agent or any Lender’s control, or (iii) any special, consequential, indirect or punitive damages, whether or not (a) any claim for these damages is based on tort or contract or (b) Administrative Agent or any Lender or Borrower knew or should have known the likelihood of these damages in any situation. Neither Administrative Agent nor any Lender makes any no representations or warranties other than those expressly made in this Agreement.

Funds Transfer Disbursements. The Section 2.1(c) of the Credit Agreement is hereby amended by inserting the following as the second full paragraph thereof: "Borrower hereby authorizes Administrative Agent to disburse the proceeds of the Loan made by Lenders or any of their Affiliates pursuant to the Loan Documents Advance as requested by an authorized representative of the Borrower to any of the accounts designated in the Disbursement Instruction AgreementExhibit H hereto. Borrower agrees to be bound by any transfer request: (i) authorized or transmitted by Borrower; or or, (ii) made in Borrower’s 's name and accepted by Administrative Agent in good faith and in compliance with these transfer instructions, even if not properly authorized by Borrower. Borrower further agrees and acknowledges that Administrative Agent may rely solely on any bank routing number or identifying bank account number or name provided by Borrower to effect a wire of or funds transfer even if the information provided by Borrower identifies a different bank or account holder than named by the Borrower. Administrative Agent is not obligated or required in any way to take any actions to detect errors in information provided by Borrower. If Administrative Agent takes any actions in an attempt to detect errors in the transmission or content of transfer or requests or takes any actions in an attempt to detect unauthorized funds transfer requests, Borrower agrees that no matter how many times Administrative Agent takes these actions Administrative Agent will not in any situation be liable for failing to take or correctly perform these actions in the future and such actions shall not become any part of the transfer disbursement procedures authorized under this provision, the Loan Documents, or any agreement between Administrative Agent and Borrower or between any Lender and Borrower. Borrower agrees to notify Administrative Agent of any errors in the transfer of any funds or of any unauthorized or improperly authorized transfer requests within fourteen (14) 14 days after Administrative Agent’s 's confirmation to Borrower of such transfer. Administrative Agent will, in its sole discretion, determine the funds transfer system and the means by which each transfer will be made. Administrative Agent may delay or refuse to accept a funds transfer request if the transfer would: (ai) violate the terms of this authorization, ; (bii) require use of a bank unacceptable to Administrative Agent or any Lender or prohibited by government authorityGovernment Authority; (ciii) cause Administrative Agent or any Lender to violate any Federal Reserve or other regulatory risk control program or guideline; , or (diii) otherwise cause Administrative Agent or any Lender to violate any applicable law or regulation. Neither Administrative Agent nor any Lender shall be liable to Borrower or any other parties for: for (i) errors, acts or failures to act of others, including other entities, banks, communications carriers or clearinghouses, through which Borrower’s 's transfers may be made or information received or transmitted, and no such entity shall be deemed an agent of Administrative the Agent or any Lender, (ii) any loss, liability or delay caused by fires, earthquakes, wars, civil disturbances, power surges or failures, acts of government, labor disputes, failures in communications networks, legal constraints or other events beyond Administrative Agent or any Lender’s Agent's control, or (iii) any special, consequential, indirect or punitive damages, whether or not (a) any claim for these damages is based on tort or contract or (b) Administrative Agent or Agent, any Lender or Borrower knew or should have known the likelihood of these damages in any situation. Neither Administrative Agent nor any Lender makes any no representations or warranties other than those expressly made in this Agreement."

Funds Transfer Disbursements. The Borrower hereby authorizes Administrative Agent to disburse the proceeds of the Loan made by Lenders or any of their Affiliates pursuant to the Loan Documents as requested by an authorized representative of Borrower to any of the accounts designated in the Disbursement Instruction Agreement. Borrower agrees to be bound by any transfer request: (i) authorized or transmitted by Borrower; or (ii) made in Borrower’s name and accepted by Administrative Agent Lender in good faith and in compliance with these transfer instructions, even if not properly authorized by Borrower. Borrower further agrees and acknowledges that Administrative Agent Lender may rely solely on any bank routing number or identifying bank account number or name provided by Borrower to effect a wire of funds transfer even if the information provided by Borrower identifies a different bank or account holder than named by Borrower. Administrative Agent Lender is not obligated or required in any way to take any actions to detect errors in information provided by Borrower. If Administrative Agent Lender takes any actions in an attempt to detect errors in the transmission or content of transfer requests or takes any actions in an attempt to detect unauthorized funds transfer requests, Borrower agrees that no matter how many times Administrative Agent Lender takes these actions Administrative Agent Lender will not in any situation be liable for failing to take or correctly perform these actions in the future and such actions shall not become any part of the transfer disbursement procedures authorized under this provision, the Loan Documents, or any agreement between Administrative Agent Lender and Borrower. Borrower agrees to notify Administrative Agent Lender of any errors in the transfer of any funds or of any unauthorized or improperly authorized transfer requests within fourteen (14) days after Administrative AgentLender’s confirmation to Borrower of such transfer. Administrative Agent Lender will, in its sole discretion, determine the funds transfer system and the means by which each transfer will be made. Administrative Agent Lender may delay or refuse to accept a funds transfer request if the transfer would: (a) violate the terms of this authorization, (b) require use of a bank unacceptable to Administrative Agent or any Lender or prohibited by government authority; (c) cause Administrative Agent or any Lender to violate any Federal Reserve or other regulatory risk control program or guideline; or (d) otherwise cause Administrative Agent or any Lender to violate any applicable law or regulation. Neither Administrative Agent nor any Lender shall not be liable to Borrower or any other parties for: (i) errors, acts or failures to act of others, including other entities, banks, communications carriers or clearinghouses, through which Borrower’s transfers may be made or information received or transmitted, and no such entity shall be deemed an agent of Administrative Agent or any Lender, (ii) any loss, liability or delay caused by fires, earthquakes, wars, civil disturbances, power surges or failures, acts of government, labor disputes, failures in communications networks, legal constraints or other events beyond Administrative Agent or any Lender’s control, or (iii) any special, consequential, indirect or punitive damages, whether or not (a) any claim for these damages is based on tort or contract or (b) Administrative Agent or any Lender or Borrower knew or should have known the likelihood of these damages in any situation. Neither Administrative Agent nor any Lender makes does not make any representations or warranties other than those expressly made in this Agreement.

Funds Transfer Disbursements. The Borrower hereby authorizes Administrative Agent Lender to disburse the proceeds of the Loan any Loan(s) made by Lenders Lender or any of their Affiliates its affiliate pursuant to the Loan Documents as requested by an authorized representative of Borrower to any of the accounts designated in that certain Exhibit entitled Transfer Authorizer Designation, the Disbursement Instruction Agreement. form of which is attached hereto as Exhibit C. Borrower agrees to be bound by any transfer request: (i) authorized or transmitted by Borrower; or or, (ii) made in Borrower’s 's name and accepted by Administrative Agent Lender in good faith and in compliance with these transfer instructions, even if not properly authorized by Borrower. Borrower further agrees and acknowledges that Administrative Agent Lender may rely solely on any bank routing number or identifying bank account number or name provided by Borrower to effect a wire of or funds transfer even if the information provided by Borrower identifies a different bank or account holder than named by Borrower. Administrative Agent Lender is not obligated or required in any way to take any actions to detect errors in information provided by Borrower. If Administrative Agent Lender takes any actions in an attempt to detect errors in the transmission or content of transfer or requests or takes any actions in an attempt to detect unauthorized funds transfer requests, Borrower agrees that no matter how many times Administrative Agent Lender takes these actions Administrative Agent Lender will not in any situation be liable for failing to take or correctly perform these actions in the future and such actions shall not become any part of the transfer disbursement procedures authorized under this provision, the Loan Documents, or any agreement between Administrative Agent Lender and Borrower. Borrower agrees to notify Administrative Agent Lender of any errors in the transfer of any funds or of any unauthorized or improperly authorized transfer requests within fourteen (14) 14 days after Administrative Agent’s Lender's confirmation to Borrower of such transfer. Administrative Agent Lender will, in its sole discretion, determine the funds transfer system and the means by which each transfer will be made. Administrative Agent Lender may delay or refuse to accept a funds transfer request if the transfer would: (ai) violate the terms of this authorization, authorization (bii) require use of a bank unacceptable to Administrative Agent or any Lender or prohibited by government authority; (ciii) cause Administrative Agent or any Lender to violate any Federal Reserve or other regulatory risk control program or guideline; , or (div) otherwise cause Administrative Agent or any Lender to violate any applicable law or regulation. Neither Administrative Agent nor any Lender shall not be liable to Borrower or any other parties for: for (i) errors, acts or failures to act of others, including other entities, banks, communications carriers or clearinghouses, through which Borrower’s 's transfers may be made or information received or transmitted, and no such entity shall be deemed an agent of Administrative Agent or any Lender, (ii) any loss, liability or delay caused by fires, earthquakes, wars, civil disturbances, power surges or failures, acts of government, labor disputes, failures in communications networks, legal constraints or other events beyond Administrative Agent or any Lender’s 's control, or (iii) any special, consequential, indirect or punitive damages, whether or not (a) any claim for these damages is based on tort or contract or (b) Administrative Agent or any Lender or Borrower knew or should have known the likelihood of these damages in any situation. Neither Administrative Agent nor any Lender makes any no representations or warranties other than those expressly made in this Agreement.

Funds Transfer Disbursements. The Borrower hereby authorizes Administrative Agent Agent, to disburse the proceeds of all or any portion of the Loan made by Lenders or any of their Affiliates pursuant to the Loan Documents as requested by an authorized representative of the Borrower to any of the accounts designated in the Disbursement Instruction Agreementcompleted Transfer Authorizer Designation. Borrower agrees to be bound by any transfer request: (i) authorized or transmitted by Borrower; or (ii) made in Borrower’s name and accepted by Administrative Agent in good faith and in compliance with these transfer instructions, even if not properly authorized by Borrower. Borrower further agrees and acknowledges that Administrative Agent may rely solely on any bank routing number or identifying bank account number or name provided by Borrower to effect a wire of funds transfer even if the information provided by Borrower identifies a different bank or account holder than named by the Borrower. Administrative Agent is not obligated or required in any way to take any actions to detect errors in information provided by Borrower. If Administrative Agent takes any actions in an attempt to detect errors in the transmission or content of transfer requests or takes any actions in an attempt to detect unauthorized funds transfer requests, Borrower agrees that no matter how many times Administrative Agent takes these actions Administrative Agent will not in any situation be liable for failing to take or correctly perform these actions in the future and such actions shall not become any part of the transfer disbursement procedures authorized under this provision, the Loan Documents, or any agreement between Administrative Agent and Borrower. Borrower agrees to notify Administrative Agent of any errors in the transfer of any funds or of any unauthorized or improperly authorized transfer requests within fourteen (14) days after Administrative Agent’s confirmation to Borrower of such transfer. Administrative Agent will, in its sole discretion, determine the funds transfer system and the means by which each transfer will be made. Administrative Agent Agent, may delay or refuse to accept a funds transfer request if the transfer would: (a) violate the terms of this authorization, (b) require use of a bank unacceptable to Administrative Agent or any Lender or prohibited by government authority; (c) cause Administrative Agent or any Lender to violate any Federal Reserve or other regulatory risk control program or guideline; or (d) otherwise cause Administrative Agent or any Lender to violate any applicable law Applicable Law or regulation. Neither Administrative Agent nor any Lender shall be liable to Borrower or any other parties for: (i) errors, acts or failures to act of others, including other entities, banks, communications carriers or clearinghouses, through which Borrower’s transfers may be made or information received or transmitted, and no such entity shall be deemed an agent of Administrative Agent or any Lender, (ii) any loss, liability or delay caused by fires, earthquakes, wars, civil disturbances, power surges or failures, acts of government, labor disputes, failures in communications networks, legal constraints or other events beyond Administrative Agent or any Lender’s control, or (iii) any special, consequential, indirect or punitive damages, whether or not (a) any claim for these damages is based on tort or contract or (b) Administrative Agent or any Lender or Borrower knew or should have known the likelihood of these damages in any situation. Neither Administrative Agent nor any Lender makes any representations or warranties other than those expressly made in this Agreement. Notwithstanding anything contained above to the contrary, Administrative Agent shall remain liable for its gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final non-appealable judgment.

Funds Transfer Disbursements. The Borrower hereby authorizes Administrative Agent Agent, to disburse the proceeds of the Loan any Loans made by Lenders or any of their Affiliates pursuant to the Loan Documents as requested by an authorized representative of the Borrower to any of the accounts designated in the Disbursement Instruction AgreementAgreement form. Borrower agrees to be bound by any transfer request: (i) authorized or transmitted by Borrower; or (ii) made in Borrower’s name and accepted by Administrative Agent in good faith and in compliance with these transfer instructions, even if not properly authorized by Borrower. Borrower further agrees and acknowledges that Administrative Agent may rely solely on any bank routing number or identifying bank account number or name provided by Borrower to effect a wire of funds transfer even if the information provided by Borrower identifies a different bank or account holder than named by the Borrower. Administrative Agent is not obligated or required in any way to take any actions to detect errors in information provided by Borrower. If Administrative Agent takes any actions in an attempt to detect errors in the transmission or content of transfer requests or takes any actions in an attempt to detect unauthorized funds transfer requests, Borrower agrees that no matter how many times Administrative Agent takes these actions Administrative Agent will not in any situation be liable for failing to take or correctly perform these actions in the future and such actions shall not become any part of the transfer disbursement procedures authorized under this provision, the Loan Documents, or any agreement between Administrative Agent and Borrower. Borrower agrees to notify Administrative Agent of any errors in the transfer of any funds or of any unauthorized or improperly authorized transfer requests within fourteen (14) days after Administrative Agent’s confirmation to Borrower of such transfer. Administrative Agent will, in its sole discretion, determine the funds transfer system and the means by which each transfer will be made. Administrative Agent Agent, may delay or refuse to accept a funds transfer request if the transfer would: (a) violate the terms of this authorization, (b) require use of a bank unacceptable to Administrative Agent or any Lender or prohibited by government authority; (ciii) cause Administrative Agent or any Lender to violate any Federal Reserve or other regulatory risk control program or guideline; or (div) otherwise cause Administrative Agent or any Lender to violate any applicable law or regulationApplicable Law. Neither Administrative Agent nor any Lender shall be liable to Borrower or any other parties for: (i) errors, acts or failures to act of others, including other entities, banks, communications carriers or clearinghouses, through which Borrower’s transfers may be made or information received or transmitted, and no such entity shall be deemed an agent of Administrative Agent or any Lender, (ii) any loss, liability or delay caused by fires, earthquakes, wars, civil disturbances, power surges or failures, acts of government, labor disputes, failures in communications networks, legal constraints or other events beyond Administrative Agent or any Lender’s control, or (iii) any special, consequential, indirect or punitive damages, whether or not (a) any claim for these damages is based on tort or contract or (b) Administrative Agent or any Lender or Borrower knew or should have known the likelihood of these damages in any situation. Neither Administrative Agent nor any Lender makes any representations or warranties other than those expressly made in this Agreement.

Funds Transfer Disbursements. The Borrower hereby authorizes Administrative Agent to disburse the proceeds of the Loan any Loan(s) made by Lenders each Lender or any of their Affiliates its affiliate pursuant to the Loan Documents as requested by an authorized representative of the Borrower to any of the accounts designated in the Disbursement Instruction Agreementthat certain Exhibit entitled Transfer Authorizer Designation. Borrower agrees to be bound by any transfer request: (i) authorized or transmitted by Borrower; or or, (ii) made in Borrower’s name and accepted by Administrative Agent in good faith and in compliance with these transfer instructions, even if not properly authorized by Borrower. Borrower further agrees and acknowledges that Administrative Agent may rely solely on any bank routing number or identifying bank account number or name provided by Borrower to effect a wire of or funds transfer even if the information provided by Borrower identifies a different bank or account holder than named by the Borrower. Administrative Agent is not obligated or required in any way to take any actions to detect errors in information provided by Borrower. If Administrative Agent takes any actions in an attempt to detect errors in the transmission or content of transfer or requests or takes any actions in an attempt to detect unauthorized funds transfer requests, Borrower agrees that no matter how many times Administrative Agent takes these actions Administrative Agent will not in any situation be liable for failing to take or correctly perform these actions in the future and such actions shall not become any part of the transfer disbursement procedures authorized under this provision, the Loan Documents, or any agreement between Administrative Agent and Borrower. Borrower agrees to notify Administrative Agent of any errors in the transfer of any funds or of any unauthorized or improperly authorized transfer requests within fourteen (14) 14 days after Administrative Agent’s confirmation to Borrower of such transfer. Administrative Agent will, in its sole discretion, determine the funds transfer system and the means by which each transfer will be made. Administrative Agent may delay or refuse to accept a funds transfer request if the transfer would: (ai) violate the terms of this authorization, authorization (bii) require use of a bank unacceptable to Administrative Agent or any Lender or prohibited by government authority; (ciii) cause Administrative Agent or any Lender to violate any Federal Reserve or other regulatory risk control program or guideline; , or (div) otherwise cause Administrative Agent or any Lender to violate any applicable law or regulation. Neither Administrative Agent nor any Lender shall not be liable to Borrower or any other parties for: for (i) errors, acts or failures to act of others, including other entities, banks, communications carriers or clearinghouses, through which Borrower’s transfers may be made or information received or transmitted, and no such entity shall be deemed an agent of the Administrative Agent or any LenderAgent, (ii) any loss, liability or delay caused by fires, earthquakes, wars, civil disturbances, power surges or failures, acts of government, labor disputes, failures in communications networks, legal constraints or other events beyond Administrative Agent or any LenderAgent’s control, or (iii) any special, consequential, indirect or punitive damages, whether or not (a) any claim for these damages is based on tort or contract or (b) Administrative Agent or any Lender or Borrower knew or should have known the likelihood of these damages in any situation. Neither Administrative Agent nor any Lender makes any no representations or warranties other than those expressly made in this Agreement.

Funds Transfer Disbursements. The Borrower hereby authorizes Administrative Agent Lender to disburse the proceeds of the Loan made by Lenders or any of their Affiliates pursuant to the Loan Documents as requested by an authorized representative of the Borrower to any of the accounts designated in the Disbursement Instruction Agreementthat certain Exhibit b entitled Transfer Authorizer Designation. Borrower agrees to be bound by any transfer request: (i) authorized or transmitted by Borrower; or (ii) made in Borrower’s name and accepted by Administrative Agent Lender in good faith and in compliance with these transfer instructions, even if not properly authorized by Borrower. Borrower further agrees and acknowledges that Administrative Agent Lender may rely solely on any bank routing number or identifying bank account number or name provided by Borrower to effect a wire of or funds transfer even if the information provided by Borrower identifies a different bank or account holder than named by the Borrower. Administrative Agent Lender is not obligated or required in any way to take any actions to detect errors in information provided by Borrower. If Administrative Agent Lender takes any actions in an attempt to detect errors in the transmission or content of transfer or requests or takes any actions in an attempt to detect unauthorized funds transfer requests, Borrower agrees that no matter how many times Administrative Agent Lender takes these actions Administrative Agent actions, Lender will not in any situation be liable for failing to take or correctly perform these actions in the future and such actions shall not become any part of the transfer disbursement procedures authorized under this provision, the Loan Documents, or any agreement between Administrative Agent Borrower and BorrowerLender. Borrower agrees to notify Administrative Agent Lender of any errors in the transfer of any funds or of any unauthorized or improperly authorized transfer requests within fourteen (14) days after Administrative AgentLender’s confirmation to Borrower of such transfer. Administrative Agent Lender will, in its sole discretion, determine the funds transfer system and the means by which each transfer will be made. Administrative Agent Lender may delay or refuse to accept a funds transfer request if the transfer would: (ai) violate the terms of this authorization, authorization (bii) require use of a bank unacceptable to Administrative Agent or any Lender or prohibited by government authority; (ciii) cause Administrative Agent or any Lender to violate any Federal Reserve or other regulatory risk control program or guideline; , or (div) otherwise cause Administrative Agent Lender or any Lender to violate any applicable law or regulation. Neither Administrative Agent nor any Lender shall not be liable to Borrower or any other parties for: for (i) errors, acts or failures to act of others, including other entities, banks, communications carriers or clearinghouses, through which Borrower’s transfers may be made or information received or transmitted, and no such entity shall be deemed an agent of Administrative Agent Lender or any Lender, (ii) any loss, liability or delay caused by fires, earthquakes, wars, civil disturbances, power surges or failures, acts of government, labor disputes, failures in communications networks, legal constraints or other events beyond Administrative Agent or any the control of Lender’s control, or (iii) any special, consequential, indirect or punitive damages, whether or not (a) any claim for these damages is based on tort or contract or (b) Administrative Agent or any Lender or Borrower knew or should have known the likelihood of these damages in any situation. Neither Administrative Agent nor any Lender makes any representations or warranties other than those expressly made in this Agreement.or

Funds Transfer Disbursements. The Borrower hereby authorizes Administrative Agent Agent, to disburse the proceeds of the any Loan made by Lenders or any of their Affiliates pursuant to the Loan Documents as requested by an authorized representative of the Borrower to any of the accounts designated in the Disbursement Instruction AgreementTransfer Authorizer Designation form. Borrower agrees to be bound by any transfer request: (i) authorized or transmitted by Borrower; or (ii) made in Borrower’s name and accepted by Administrative Agent in good faith and in compliance with these transfer instructions, even if not properly authorized by Borrower. Borrower further agrees and acknowledges that Administrative Agent may rely solely on any bank routing number or identifying bank account number or name provided by Borrower to effect a wire of funds transfer even if the information provided by Borrower identifies a different bank or account holder than named by the Borrower. Administrative Agent is not obligated or required in any way to take any actions to detect errors in information provided by Borrower. If Administrative Agent takes any actions in an attempt to detect errors in the transmission or content of transfer requests or takes any actions in an attempt to detect unauthorized funds transfer requests, Borrower agrees that no matter how many times Administrative Agent takes these actions Administrative Agent will not in any situation be liable for failing to take or correctly perform these actions in the future and such actions shall not become any part of the transfer disbursement procedures authorized under this provision, the Loan Documents, or any agreement between Administrative Agent and Borrower. Borrower agrees to notify Administrative Agent of any errors in the transfer of any funds or of any unauthorized or improperly authorized transfer requests within fourteen (14) days after Administrative Agent’s confirmation to Borrower of such transfer. Administrative Agent will, in its sole discretion, determine the funds transfer system and the means by which each transfer will be made. Administrative Agent Agent, may delay or refuse to accept a funds transfer request if the transfer would: (a) violate the terms of this authorization, (b) require use of a bank unacceptable to Administrative Agent or any Lender or prohibited by government authority; (ciii) cause Administrative Agent or any Lender to violate any Federal Reserve or other regulatory risk control program or guideline; or (div) otherwise cause Administrative Agent or any Lender to violate any applicable law or regulation. Neither Administrative Agent nor any Lender shall be liable to Borrower or any other parties for: (i) errors, acts or failures to act of others, including other entities, banks, communications carriers or clearinghouses, through which Borrower’s transfers may be made or information received or transmitted, and no such entity shall be deemed an agent of Administrative Agent or any Lender, (ii) any loss, liability or delay caused by fires, earthquakes, wars, civil disturbances, power surges or failures, acts of government, labor disputes, failures in communications networks, legal constraints or other events beyond Administrative Agent or any Lender’s control, or (iii) any special, consequential, indirect or punitive damages, whether or not (a) any claim for these damages is based on tort or contract or (b) Administrative Agent or any Lender or Borrower knew or should have known the likelihood of these damages in any situation. Neither Administrative Agent nor any Lender makes any representations or warranties other than those expressly made in this Agreement.

Funds Transfer Disbursements. The If requested by Borrower, Borrower hereby authorizes Administrative Agent Lender to disburse the proceeds of the Loan any Loan(s) made by Lenders Lender or any of their Affiliates its affiliate pursuant to the Loan Documents as requested by an authorized representative of the Borrower to any of the accounts designated in the Disbursement Instruction Agreementthat certain Exhibit entitled Transfer Authorizer Designation. Borrower agrees to be bound by any transfer request: (i) authorized or transmitted by Borrower; or , or, (ii) made in Borrower’s 's name and accepted by Administrative Agent Lender in good faith and in compliance with these transfer instructionsinstruction, even if not properly authorized by Borrower. Borrower further agrees and acknowledges that Administrative Agent Lender may rely solely on any bank routing number or identifying bank account number or name provided by Borrower to effect a wire of or funds transfer even if the information provided by Borrower identifies a different bank or account holder than named by the Borrower. Administrative Agent Lender is not obligated or required in any way to take any actions to detect errors in information provided by Borrower. If Administrative Agent Lender takes any actions in an attempt to detect errors in the transmission or content of transfer or requests or takes any actions in an attempt to detect unauthorized funds transfer requests, Borrower agrees that no matter how many times Administrative Agent Lender takes these actions Administrative Agent Lender will not in any situation be liable for failing to take or correctly perform these actions in the future and such actions shall not become any part of the transfer disbursement procedures authorized under this provision, the Loan Documents, or any agreement between Administrative Agent Lender and Borrower. Borrower agrees to notify Administrative Agent Lender of any errors in the transfer of any funds or of any unauthorized or improperly authorized transfer requests within fourteen (14) 14 days after Administrative Agent’s Lender's confirmation to Borrower of such transfer. Administrative Agent Lender will, in its sole discretion, determine the funds transfer system and the means by which each transfer will be made. Administrative Agent Lender may delay or refuse to accept a funds transfer request if the transfer would: (ai) violate the terms of this authorization, ; (bii) require use of a bank unacceptable to Administrative Agent or any Lender or prohibited by government governmental authority; (ciii) cause Administrative Agent or any Lender to violate any and Federal Reserve or other regulatory risk control program or guideline; , or (div) otherwise cause Administrative Agent or any Lender to violate any applicable law or regulation. Neither Administrative Agent nor any Lender shall not be liable to Borrower or any other parties for: for (i) errors, acts or failures to act of others, including other entities, banks, communications carriers or clearinghouses, through which Borrower’s transfers may be made or information received or transmitted, and no such entity shall be deemed an agent of Administrative Agent or any Lender, (ii) any loss, liability or delay caused by fires, earthquakes, wars, civil disturbances, power surges or failures, acts of government, labor disputes, failures in communications networks, legal constraints or other events beyond Administrative Agent or any Lender’s control, or (iii) any special, consequential, indirect or punitive damages, whether or not (a) any claim for these damages is based on tort or contract or (b) Administrative Agent or any Lender or Borrower knew or should have known the likelihood of these damages in any situation. Neither Administrative Agent nor any Lender makes any representations or warranties other than those expressly made in this Agreement.which

Funds Transfer Disbursements. The Borrower hereby authorizes Administrative Agent Agent, to disburse the proceeds of the Loan any Loans made by Lenders or any of their Affiliates pursuant to the Loan Documents as requested by an authorized representative of the Borrower to any of the accounts designated in the Disbursement Instruction AgreementTransfer Authorizer Designation form. Borrower agrees to be bound by any transfer request: (i) authorized or transmitted by Borrower; or (ii) made in Borrower’s name and accepted by Administrative Agent in good faith and in compliance with these transfer instructions, even if not properly authorized by Borrower. Borrower further agrees and acknowledges that Administrative Agent may rely solely on any bank routing number or identifying bank account number or name provided by Borrower to effect a wire of funds transfer even if the information provided by Borrower identifies a different bank or account holder than named by the Borrower. Administrative Agent is not obligated or required in any way to take any actions to detect errors in information provided by Borrower. If Administrative Agent takes any actions in an attempt to detect errors in the transmission or content of transfer requests or takes any actions in an attempt to detect unauthorized funds transfer requests, Borrower agrees that no matter how many times Administrative Agent takes these actions Administrative Agent will not in any situation be liable for failing to take or correctly perform these actions in the future and such actions shall not become any part of the transfer disbursement procedures authorized under this provision, the Loan Documents, or any agreement between Administrative Agent and Borrower. Borrower agrees to notify Administrative Agent of any errors in the transfer of any funds or of any unauthorized or improperly authorized transfer requests within fourteen (14) days after Administrative Agent’s confirmation to Borrower of such transfer. Administrative Agent will, in its sole discretion, determine the funds transfer system and the means by which each transfer will be made. Administrative Agent Agent, may delay or refuse to accept a funds transfer request if the transfer would: (a) violate the terms of this authorization, (b) require use of a bank unacceptable to Administrative Agent or any Lender or prohibited by government authority; (ciii) cause Administrative Agent or any Lender to violate any Federal Reserve or other regulatory risk control program or guideline; or (div) otherwise cause Administrative Agent or any Lender to violate any applicable law or regulation. Neither Administrative Agent nor any Lender shall be liable to Borrower or any other parties for: (i) errors, acts or failures to act of others, including other entities, banks, communications carriers or clearinghouses, through which Borrower’s transfers may be made or information received or transmitted, and no such entity shall be deemed an agent of Administrative Agent or any Lender, (ii) any loss, liability or delay caused by fires, earthquakes, wars, civil disturbances, power surges or failures, acts of government, labor disputes, failures in communications networks, legal constraints or other events beyond Administrative Agent or any Lender’s control, or (iii) any special, consequential, indirect or punitive damages, whether or not (a) any claim for these damages is based on tort or contract or (b) Administrative Agent or any Lender or Borrower knew or should have known the likelihood of these damages in any situation. Neither Administrative Agent nor any Lender makes any representations or warranties other than those expressly made in this Agreement.

Funds Transfer Disbursements. The Borrower hereby authorizes Administrative Agent to disburse the proceeds of the any Loan made by Lenders or any of their Affiliates pursuant to the Loan Documents as requested by an authorized representative of the Borrower to any of the accounts designated in the Disbursement Instruction Agreement. Agreement delivered to Administrative Agent in connection herewith, in the form attached hereto as Exhibit J. Borrower agrees to be bound by any transfer request: (i) authorized or transmitted by Borrower; or (ii) made in Borrower’s name and accepted by Administrative Agent in good faith and in compliance with these transfer instructions, even if not properly authorized by Borrower. Borrower further agrees and acknowledges that Administrative Agent may rely solely on any bank routing number or identifying bank account number or name provided by Borrower to effect a wire of or funds transfer even if the information provided by Borrower identifies a different bank or account holder than named by the Borrower. Administrative Agent is not obligated or required in any way to take any Loan No. 1005062 actions to detect errors in information provided by Borrower. If Administrative Agent takes any actions in an attempt to detect errors in the transmission or content of transfer requests or takes any actions in an attempt to detect unauthorized funds transfer requests, Borrower agrees that no matter how many times Administrative Agent takes these actions Administrative Agent will not in any situation be liable for failing to take or correctly perform these actions in the future and such actions shall not become any part of the transfer disbursement procedures authorized under this provision, the Loan Documents, or any agreement between Administrative Agent and Borrower. Borrower agrees to notify Administrative Agent of any errors in the transfer of any funds or of any unauthorized or improperly authorized transfer requests within fourteen (14) days after Administrative Agent’s confirmation to Borrower of such transfer. Administrative Agent will, in its sole discretion, determine the funds transfer system and the means by which each transfer will be made. Administrative Agent Agent, may delay or refuse to accept a funds transfer request if the transfer would: (a) violate the terms of this authorization, (b) require use of a bank unacceptable to Administrative Agent or any Lender or prohibited by government authority; (ciii) cause Administrative Agent or any Lender to violate any Federal Reserve or other regulatory risk control program or guideline; or (div) otherwise cause Administrative Agent or any Lender to violate any applicable law or regulation. Neither Administrative Agent nor any Lender shall be liable to Borrower or any other parties for: (i) errors, acts or failures to act of others, including other entities, banks, communications carriers or clearinghouses, through which Borrower’s transfers may be made or information received or transmitted, and no such entity shall be deemed an agent of Administrative Agent or any Lender, (ii) any loss, liability or delay caused by fires, earthquakes, wars, civil disturbances, power surges or failures, acts of government, labor disputes, failures in communications networks, legal constraints or other events beyond Administrative Agent or any Lender’s control, or (iii) any special, consequential, indirect or punitive damages, whether or not (a) any claim for these damages is based on tort or contract or (b) Administrative Agent or any Lender or Borrower knew or should have known the likelihood of these damages in any situation. Neither Administrative Agent nor any Lender makes any representations or warranties other than those expressly made in this Agreement.

Funds Transfer Disbursements. The (a) Borrower hereby authorizes Administrative Agent and Lenders to disburse the proceeds of the Loan made by Lenders or any of their Affiliates pursuant to the Loan Documents as requested by an authorized representative of the Borrower to any of the accounts designated in the Disbursement Instruction Agreement. Exhibit C. Borrower agrees to be bound by any transfer request: (i) authorized or transmitted by Borrower; or or, (ii) made in Borrower’s 's name and accepted by Administrative Agent in good faith and in compliance with these transfer instructions, even if not properly authorized by Borrower. Borrower further agrees and acknowledges that Administrative Agent and Lenders may rely solely on any bank routing number or identifying bank account number or name provided by Borrower to effect a wire of or funds transfer even if the information provided by Borrower identifies a different bank or account holder than named by the Borrower. Administrative Neither Agent is not nor Lenders are obligated or required in any way to take any actions to detect errors in information provided by Borrower. If Administrative Agent or any Lender takes any actions in an attempt to detect errors in the transmission or content of transfer or requests or takes any actions in an attempt to detect unauthorized funds transfer requests, Borrower agrees that no matter how many times Administrative Agent and any Lender takes these actions Administrative neither Agent nor Lenders will not in any situation be liable for failing to take or correctly perform these actions in the future and such actions shall not become any part of the transfer disbursement procedures authorized under this provision, the Loan Documents, or any agreement between Administrative Agent Lenders and Borrower. Borrower agrees to notify Administrative Agent of any errors in the transfer of any funds or of any unauthorized or improperly authorized transfer requests within fourteen (14) 14 days after Administrative Agent’s 's or any Lender's confirmation to Borrower of such transfer. Administrative Agent will, in its sole discretion, determine the funds transfer system and the means by which each transfer will be made. Administrative Agent may delay or refuse to accept a funds transfer request if the transfer would: (a) violate the terms of this authorization, (b) require use of a bank unacceptable to Administrative Agent or any Lender or prohibited by government authority; (c) cause Administrative Agent or any Lender to violate any Federal Reserve or other regulatory risk control program or guideline; or (d) otherwise cause Administrative Agent or any Lender to violate any applicable law or regulation. Neither Administrative Agent nor any Lender shall be liable to Borrower or any other parties for: (i) errors, acts or failures to act of others, including other entities, banks, communications carriers or clearinghouses, through which Borrower’s transfers may be made or information received or transmitted, and no such entity shall be deemed an agent of Administrative Agent or any Lender, (ii) any loss, liability or delay caused by fires, earthquakes, wars, civil disturbances, power surges or failures, acts of government, labor disputes, failures in communications networks, legal constraints or other events beyond Administrative Agent or any Lender’s control, or (iii) any special, consequential, indirect or punitive damages, whether or not (a) any claim for these damages is based on tort or contract or (b) Administrative Agent or any Lender or Borrower knew or should have known the likelihood of these damages in any situation. Neither Administrative Agent nor any Lender makes any representations or warranties other than those expressly made in this Agreement.

Funds Transfer Disbursements. The Each Co-Borrower hereby authorizes Administrative Agent the Lender to disburse the proceeds of the Loan made by Lenders or any of their Affiliates pursuant Facility to the Loan Documents Construction Account (as requested by an authorized representative of Borrower to any of the accounts designated defined in the Disbursement Instruction Depository Agreement) of such Co-Borrower . Each Co-Borrower hereby agrees to be bound by any transfer request: (i) request authorized or transmitted by Borrower; or (ii) made in Borrower’s name and accepted by Administrative Agent in good faith and in compliance with these transfer instructions, even if not properly authorized by an Authorized Officer of such Co-Borrower. Each Co-Borrower hereby further acknowledges and agrees and acknowledges that Administrative Agent the Lender may rely solely on any bank routing number or identifying bank account number or name provided by a Co-Borrower to effect a wire of or funds transfer even if the information provided by said Co-Borrower identifies a different bank or account holder than named by Borrowerthe Co-Borrowers. Administrative Agent The Lender is not obligated or required in any way to take any actions to detect errors in information provided by any Co-Borrower. If Administrative Agent the Lender takes any actions in an attempt to detect errors in the transmission or content of transfer or requests or takes any actions in an attempt to detect unauthorized funds transfer requests, each Co-Borrower hereby agrees that no matter how many times Administrative Agent the Lender takes these actions Administrative Agent will the Lender shall not in any situation be liable for failing to take or correctly perform these actions in the future and such actions shall not become any part of the transfer disbursement procedures authorized under this provision, the Loan Documents, or any agreement between Administrative Agent the Lender and Borrowerthe Co-Borrowers. Each Co-Borrower hereby agrees to notify Administrative Agent the Lender in writing of any errors in the transfer of any funds or of any unauthorized or improperly authorized transfer requests within fourteen (14) days after Administrative Agentthe Lender’s confirmation to Borrower the Co-Borrowers of such transfer. Administrative Agent willThe Lender shall, in its sole and absolute discretion, determine the funds transfer system and the means by which each transfer will be made. Administrative Agent The Lender may delay or refuse to accept a funds transfer request if the transfer would: (ai) violate the terms of this authorization, authorization (bii) require use of a bank unacceptable to Administrative Agent or any the Lender or prohibited by government authority; (c) cause Administrative Agent or any Lender to violate any Federal Reserve or other regulatory risk control program or guideline; or (diii) otherwise cause Administrative Agent or any the Lender to violate any applicable law or regulation. Neither Administrative Agent nor any The Lender shall not be liable to any Co-Borrower or any other parties for: for (i1) errors, acts or failures to act of others, including other entities, banks, communications carriers or clearinghouses, through which Borrower’s the Co-Borrowers’ transfers may be made or information received or transmitted, and no such entity shall be deemed an agent of Administrative Agent or any the Lender, (ii2) any loss, liability or delay caused by fires, earthquakes, wars, civil disturbances, power surges or failures, acts of government, labor disputes, failures in communications networks, legal constraints or other events beyond Administrative Agent or any the Lender’s control, or (iii3) any special, consequential, indirect or punitive damages, whether or not (aA) any claim for these damages is based on tort or contract contract, or (bB) Administrative Agent the Lender or any Lender or Co-Borrower knew know or should have known the likelihood of these damages in any situation. Neither Administrative Agent nor any The Lender makes any no representations or warranties other than those expressly made in this Agreement.

Funds Transfer Disbursements. The Borrower hereby authorizes Administrative Agent Lender to disburse the proceeds of the Loan any Loan(s) made by Lenders Lender or any of their Affiliates its affiliate pursuant to the Loan Documents as requested by an authorized representative of the Borrower to any of the accounts designated in that certain Transfer Authorizer Designation in the Disbursement Instruction form of Exhibit E attached hereto, executed by Borrower in connection with this Agreement. Borrower agrees to be bound by any transfer request: (i) authorized or transmitted by Borrower; or or, (ii) made in Borrower’s name and accepted by Administrative Agent Lender in good faith and in compliance with these transfer instructions, even if not properly authorized by Borrower. Borrower further agrees and acknowledges that Administrative Agent Lender may rely solely on any bank routing number or identifying bank account number or name provided by Borrower to effect a wire of or funds transfer even if the information provided by Borrower identifies a different bank or account holder than named by the Borrower. Administrative Agent Lender is not obligated or required in any way to take any actions to detect errors in information provided by Borrower. If Administrative Agent Lender takes any actions in an attempt to detect errors in the transmission or content of transfer or requests or takes any actions in an attempt to detect unauthorized funds transfer requests, Borrower agrees that no matter how many times Administrative Agent Lender takes these actions Administrative Agent Lender will not in any situation be liable for failing to take or correctly perform these actions in the future and such actions shall not become any part of the transfer disbursement procedures authorized under this provision, the Loan Documents, or any agreement between Administrative Agent Lender and Borrower. Borrower agrees to notify Administrative Agent Lender of any errors in the transfer of any funds or of any unauthorized or improperly authorized transfer requests within fourteen (14) 14 days after Administrative AgentLender’s confirmation to Borrower of such transfer. Administrative Agent Lender will, in its sole discretion, determine the funds transfer system and the means by which each transfer will be made. Administrative Agent Lender may delay or refuse to accept a funds transfer request if the transfer would: (ai) violate the terms of this authorization, authorization (bii) require use of a bank unacceptable to Administrative Agent or any Lender or prohibited by government authority; (ciii) cause Administrative Agent or any Lender to violate any Federal Reserve or other regulatory risk control program or guideline; , or (div) otherwise cause Administrative Agent or any Lender to violate any applicable law or regulation. Neither Administrative Agent nor any Lender shall not be liable to Borrower or any other parties for: for (i) errors, acts or failures to act of others, including other entities, banks, communications carriers or clearinghouses, through which Borrower’s transfers may be made or information received or transmitted, and no such entity shall be deemed an agent of Administrative Agent or any the Lender, (ii) any loss, liability or delay caused by fires, earthquakes, wars, civil disturbances, power surges or failures, acts of government, labor disputes, failures in communications networks, legal constraints or other events beyond Administrative Agent or any Lender’s control, or (iii) any special, consequential, indirect or punitive damages, whether or not (a) any claim for these damages is based on tort or contract or (b) Administrative Agent or any Lender or Borrower knew or should have known the likelihood of these damages in any situation. Neither Administrative Agent nor any Lender makes any no representations or warranties other than those expressly made in this Agreement.

Funds Transfer Disbursements. The Borrower hereby authorizes Administrative Agent Lender to disburse the proceeds of the Loan any Loan(s) made by Lenders Lender or any of their Affiliates its Affiliate pursuant to the Loan Documents as requested by an authorized representative of the Borrower to any of the accounts designated in the Disbursement Instruction Agreement. Exhibit E. Borrower agrees to be bound by any transfer request: (i) authorized or transmitted by Borrower; or or, (ii) made in Borrower’s name and accepted by Administrative Agent Lender in good faith and in compliance with these transfer instructions, even if not properly authorized by Borrower. Borrower further agrees and acknowledges that Administrative Agent Lender may rely solely on any bank routing number or identifying bank account number or name provided by Borrower to effect a wire of or funds transfer even if the information provided by Borrower identifies a different bank or account holder than named by the Borrower. Administrative Agent Lender is not obligated or required in any way to take any actions to detect errors in information provided by Borrower. If Administrative Agent Lender takes any actions in an attempt to detect errors in the transmission or content of transfer or requests or takes any actions in an attempt to detect unauthorized funds transfer requests, Borrower agrees that no matter how many times Administrative Agent Lender takes these actions Administrative Agent Lender will not in any situation be liable for failing to take or correctly perform these actions in the future and such actions shall not become any part of the transfer disbursement procedures authorized under this provision, the Loan Documents, or any agreement between Administrative Agent Lender and Borrower. Borrower agrees to notify Administrative Agent Lender of any errors in the transfer of any funds or of any unauthorized or improperly authorized transfer requests within fourteen (14) days after Administrative AgentLender’s confirmation to Borrower of such transfer. Administrative Agent Lender will, in its sole discretion, determine the funds transfer system and the means by which each transfer will be made. Administrative Agent Lender may delay or refuse to accept a funds transfer request if the transfer would: (ai) violate the terms of this authorization, authorization (bii) require use of a bank unacceptable to Administrative Agent or any Lender or prohibited by government authority; (ciii) cause Administrative Agent or any Lender to violate any Federal Reserve or other regulatory risk control program or guideline; , or (div) otherwise cause Administrative Agent or any Lender to violate any applicable law or regulation. Neither Administrative Agent nor any Lender shall not be liable to Borrower or any other parties for: for (i) errors, acts or failures to act of others, including other entities, banks, communications carriers or clearinghouses, through which Borrower’s transfers may be made or information received or transmitted, and no such entity shall be deemed an agent of Administrative Agent or any the Lender, (ii) any loss, liability or delay caused by fires, earthquakes, wars, civil disturbances, power surges or failures, acts of government, labor disputes, failures in communications networks, legal constraints or other events beyond Administrative Agent or any Lender’s control, or (iii) any special, consequential, indirect or punitive damages, whether or not (a) any claim for these damages is based on tort or contract or (b) Administrative Agent or any Lender or Borrower knew or should have known the likelihood of these damages in any situation. Neither Administrative Agent nor any Lender makes any no representations or warranties other than those expressly made in this Agreement.

Funds Transfer Disbursements. The (a) Borrower hereby authorizes Administrative Agent Lender to disburse the proceeds of the Loan made by Lenders Lender or any of their Affiliates its affiliate pursuant to the Loan Documents as requested by an authorized representative of Borrower to any of the accounts designated in the Disbursement Instruction AgreementExhibit E attached hereto. Borrower agrees to be bound by any transfer request: (i) authorized or transmitted by Borrower; or (ii) made in Borrower’s 's name and accepted by Administrative Agent Lender in good faith and in compliance with these transfer instructions, even if not properly authorized by Borrower. Borrower further agrees and acknowledges that Administrative Agent Lender may rely solely on any bank routing number or identifying bank account number or name provided by Borrower to effect a wire of or funds transfer even if the information provided by Borrower identifies a different bank or account holder than named by Borrower. Administrative Agent Lender is not obligated or required in any way to take any actions to detect errors in information provided by Borrower. If Administrative Agent Lender takes any actions in an attempt to detect errors in the transmission or content of transfer or requests or takes any actions in an attempt to detect unauthorized funds transfer requests, Borrower agrees that that, no matter how many times Administrative Agent Lender takes these actions Administrative Agent actions, Lender will not in any situation be liable for failing to take or correctly perform these actions in the future future, and such actions shall not become any part of the transfer disbursement procedures authorized under this provision, the Loan Documents, or any agreement between Administrative Agent Lender and Borrower. Borrower agrees HOU:0050320/00225:1822429v5 LOAN NO. 1015580 to notify Administrative Agent Lender of any errors in the transfer of any funds or of any unauthorized or improperly authorized transfer requests within fourteen (14) days after Administrative Agent’s Lender's confirmation to Borrower of such transfer. Administrative Agent will, in its sole discretion, determine the funds transfer system and the means by which each transfer will be made. Administrative Agent may delay or refuse to accept a funds transfer request if the transfer would: (a) violate the terms of this authorization, (b) require use of a bank unacceptable to Administrative Agent or any Lender or prohibited by government authority; (c) cause Administrative Agent or any Lender to violate any Federal Reserve or other regulatory risk control program or guideline; or (d) otherwise cause Administrative Agent or any Lender to violate any applicable law or regulation. Neither Administrative Agent nor any Lender shall be liable to Borrower or any other parties for: (i) errors, acts or failures to act of others, including other entities, banks, communications carriers or clearinghouses, through which Borrower’s transfers may be made or information received or transmitted, and no such entity shall be deemed an agent of Administrative Agent or any Lender, (ii) any loss, liability or delay caused by fires, earthquakes, wars, civil disturbances, power surges or failures, acts of government, labor disputes, failures in communications networks, legal constraints or other events beyond Administrative Agent or any Lender’s control, or (iii) any special, consequential, indirect or punitive damages, whether or not (a) any claim for these damages is based on tort or contract or (b) Administrative Agent or any Lender or Borrower knew or should have known the likelihood of these damages in any situation. Neither Administrative Agent nor any Lender makes any representations or warranties other than those expressly made in this Agreement.

Funds Transfer Disbursements. The a. Borrower hereby authorizes Administrative Agent Lender to disburse the proceeds of the Loan made by Lenders Lender or any of their Affiliates its affiliate pursuant to the Loan Documents as requested by an authorized representative of Borrower to any of the accounts designated in the Disbursement Instruction Agreement. Exhibit D. Borrower agrees to be bound by any transfer request: (i) authorized or transmitted by Borrower; or or, (ii) made in Borrower’s name and accepted by Administrative Agent Lender in good faith and in compliance with these transfer instructions, even if not properly authorized by Borrower. Borrower further agrees and acknowledges that Administrative Agent Lender may rely solely on any bank routing number or identifying bank account number or name provided by Borrower to effect a wire of or funds transfer even if the information provided by Borrower identifies a different bank or account holder than named by Borrower. Administrative Agent Lender is not obligated or required in any way to take any actions to detect errors in information provided by Borrower. If Administrative Agent Lender takes any actions in an attempt to detect errors in the transmission or content of transfer or requests or takes any actions in an attempt to detect unauthorized funds transfer requests, Borrower agrees that that, no matter how many times Administrative Agent Lender takes these actions Administrative Agent actions, Lender will not in any situation be liable for failing to take or correctly perform these actions in the future future, and such actions shall not become any part of the transfer disbursement procedures authorized under this provision, the Loan Documents, or any agreement between Administrative Agent Lender and Borrower. Borrower agrees to notify Administrative Agent Lender of any errors in the transfer of any funds or of any unauthorized or improperly authorized transfer requests within fourteen (14) 14 days after Administrative AgentLender’s confirmation to Borrower of such transfer. Administrative Agent will, in its sole discretion, determine the funds transfer system and the means by which each transfer will be madeLoan No. Administrative Agent may delay or refuse to accept a funds transfer request if the transfer would: (a) violate the terms of this authorization, (b) require use of a bank unacceptable to Administrative Agent or any Lender or prohibited by government authority; (c) cause Administrative Agent or any Lender to violate any Federal Reserve or other regulatory risk control program or guideline; or (d) otherwise cause Administrative Agent or any Lender to violate any applicable law or regulation. Neither Administrative Agent nor any Lender shall be liable to Borrower or any other parties for: (i) errors, acts or failures to act of others, including other entities, banks, communications carriers or clearinghouses, through which Borrower’s transfers may be made or information received or transmitted, and no such entity shall be deemed an agent of Administrative Agent or any Lender, (ii) any loss, liability or delay caused by fires, earthquakes, wars, civil disturbances, power surges or failures, acts of government, labor disputes, failures in communications networks, legal constraints or other events beyond Administrative Agent or any Lender’s control, or (iii) any special, consequential, indirect or punitive damages, whether or not (a) any claim for these damages is based on tort or contract or (b) Administrative Agent or any Lender or Borrower knew or should have known the likelihood of these damages in any situation. Neither Administrative Agent nor any Lender makes any representations or warranties other than those expressly made in this Agreement.1003653

Funds Transfer Disbursements. The Borrower hereby authorizes Administrative Agent Lender to disburse the proceeds of the Loan any Loan(s) made by Lenders Lender or any of their Affiliates its affiliate pursuant to the Loan Documents as requested by an authorized representative of the Borrower to any of the accounts designated by Borrower in the Disbursement Instruction Agreementwriting. Borrower agrees to be bound by any transfer request: (i) authorized or transmitted by Borrower; or or, (ii) made in Borrower’s name and accepted by Administrative Agent Lender in good faith and in compliance with these transfer instructions, even if not properly authorized by Borrower. Borrower further agrees and acknowledges that Administrative Agent Lender may rely solely on any bank routing number or identifying bank account number or name provided by Borrower to effect a wire of or funds transfer even if the information provided by Borrower identifies a different bank or account holder than named by the Borrower. Administrative Agent Lender is not obligated or required in any way to take any actions to detect errors in information provided by Borrower. If Administrative Agent Lender takes any actions in an attempt to detect errors in the transmission or content of transfer or requests or takes any actions in an attempt to detect unauthorized funds transfer requests, Borrower agrees that no matter how many times Administrative Agent Lender takes these actions Administrative Agent Lender will not in any situation be liable for failing to take or correctly perform these actions in the future and such actions shall not become any part of the transfer disbursement procedures authorized under this provision, the Loan Documents, or any agreement between Administrative Agent Lender and Borrower. Borrower agrees to notify Administrative Agent Lender of any errors in the transfer of any funds or of any unauthorized or improperly authorized transfer requests within fourteen (14) days after Administrative AgentLender’s confirmation to Borrower of such transfer. Administrative Agent Lender will, in its sole discretion, determine the funds transfer system and the means by which each transfer will be made. Administrative Agent Lender may delay or refuse to accept a funds transfer request if the transfer would: (ai) violate the terms of this authorization, (bii) require use of a bank unacceptable to Administrative Agent or any Lender or prohibited by government authority; , (ciii) cause Administrative Agent or any Lender to violate any Federal Reserve or other regulatory risk control program or guideline; , or (div) otherwise cause Administrative Agent or any Lender to violate any applicable law or regulation. Neither Administrative Agent nor any Lender shall not be liable to Borrower or any other parties for: for (i) errors, acts or failures to act of others, including other entities, banks, communications carriers or clearinghouses, through which Borrower’s transfers may be made or information received or transmitted, and no such entity shall be deemed an agent of Administrative Agent or any the Lender, (ii) any loss, liability or delay caused by fires, earthquakes, wars, civil disturbances, power surges or failures, acts of government, labor disputes, failures in communications networks, legal constraints or other events beyond Administrative Agent or any Lender’s control, or (iii) any special, consequential, indirect or punitive damages, whether or not (a) any claim for these damages is based on tort or contract contract, or (b) Administrative Agent or any Lender or Borrower knew or should have known the likelihood of these damages in any situation. Neither Administrative Agent nor any Lender makes any no representations or warranties other than those expressly made in this Agreement.

Funds Transfer Disbursements. The Borrower hereby authorizes Administrative Agent Agent, to disburse the proceeds of the any Loan made by Lenders or any of their Affiliates pursuant to the Loan Documents as requested by an authorized representative of the Borrower to any of the accounts designated in the Disbursement Instruction AgreementTransfer Authorizer Designation form. Borrower agrees to be Loan No. 1005062 bound by any transfer request: (i) authorized or transmitted by Borrower; or (ii) made in Borrower’s name and accepted by Administrative Agent in good faith and in compliance with these transfer instructions, even if not properly authorized by Borrower. Borrower further agrees and acknowledges that Administrative Agent may rely solely on any bank routing number or identifying bank account number or name provided by Borrower to effect a wire of or funds transfer even if the information provided by Borrower identifies a different bank or account holder than named by the Borrower. Administrative Agent is not obligated or required in any way to take any actions to detect errors in information provided by Borrower. If Administrative Agent takes any actions in an attempt to detect errors in the transmission or content of transfer requests or takes any actions in an attempt to detect unauthorized funds transfer requests, Borrower agrees that no matter how many times Administrative Agent takes these actions Administrative Agent will not in any situation be liable for failing to take or correctly perform these actions in the future and such actions shall not become any part of the transfer disbursement procedures authorized under this provision, the Loan Documents, or any agreement between Administrative Agent and Borrower. Borrower agrees to notify Administrative Agent of any errors in the transfer of any funds or of any unauthorized or improperly authorized transfer requests within fourteen (14) days after Administrative Agent’s confirmation to Borrower of such transfer. Administrative Agent will, in its sole discretion, determine the funds transfer system and the means by which each transfer will be made. Administrative Agent Agent, may delay or refuse to accept a funds transfer request if the transfer would: (a) violate the terms of this authorization, (b) require use of a bank unacceptable to Administrative Agent or any Lender or prohibited by government authority; (ciii) cause Administrative Agent or any Lender to violate any Federal Reserve or other regulatory risk control program or guideline; or (div) otherwise cause Administrative Agent or any Lender to violate any applicable law or regulation. Neither Administrative Agent nor any Lender shall be liable to Borrower or any other parties for: (i) errors, acts or failures to act of others, including other entities, banks, communications carriers or clearinghouses, through which Borrower’s transfers may be made or information received or transmitted, and no such entity shall be deemed an agent of Administrative Agent or any Lender, (ii) any loss, liability or delay caused by fires, earthquakes, wars, civil disturbances, power surges or failures, acts of government, labor disputes, failures in communications networks, legal constraints or other events beyond Administrative Agent or any Lender’s control, or (iii) any special, consequential, indirect or punitive damages, whether or not (a) any claim for these damages is based on tort or contract or (b) Administrative Agent or any Lender or Borrower knew or should have known the likelihood of these damages in any situation. Neither Administrative Agent nor any Lender makes any representations or warranties other than those expressly made in this Agreement.

Funds Transfer Disbursements. The Borrower hereby authorizes Administrative Agent to disburse the proceeds of the Loan made by Lenders or any of their Affiliates pursuant to the Loan Documents as requested by an authorized representative of Borrower to any of the accounts account designated in the Disbursement Instruction AgreementNotice of Borrowing. Borrower agrees to be bound by any transfer request: (i) authorized or transmitted by Borrower; or (ii) made in Borrower’s name and accepted by Administrative Agent in good faith and in compliance with these transfer instructions, even if not properly authorized by Borrower. Borrower further agrees and acknowledges that Administrative Agent may rely solely on any bank routing number or identifying bank account number or name provided by Borrower to effect a wire of funds transfer even if the information provided by Borrower identifies a different bank or account holder than named by Borrower. Administrative Agent is not obligated or required in any way to take any actions to detect errors in information provided by Borrower. If Administrative Agent takes any actions in an attempt to detect errors in the transmission or content of transfer requests or takes any actions in an attempt to detect unauthorized funds transfer requests, Borrower agrees that no matter how many times Administrative Agent takes these actions Administrative Agent will not in any situation be liable for failing to take or correctly perform these actions in the future and such actions shall not become any part of the transfer disbursement procedures authorized under this provision, the Loan Documents, or any agreement between Administrative Agent and Borrower. Borrower agrees to notify Administrative Agent of any errors in the transfer of any funds or of any unauthorized or improperly authorized transfer requests within fourteen (14) days after Administrative Agent’s confirmation to Borrower of such transfer. Administrative Agent will, in its sole discretion, determine the funds transfer system and the means by which each transfer will be made. Administrative Agent may delay or refuse to accept a funds transfer request if the transfer would: (a) violate the terms of this authorization, (b) require use of a bank unacceptable to Administrative Agent or any Lender or prohibited by government authority; (c) cause Administrative Agent or any Lender to violate any Federal Reserve or other regulatory risk control program or guideline; or (d) otherwise cause Administrative Agent or any Lender to violate any applicable law or regulation. Neither Administrative Agent nor any Lender shall be liable to Borrower or any other parties for: (i) errors, acts or failures to act of others, including other entities, banks, communications carriers or clearinghouses, through which Borrower’s transfers may be made or information received or transmitted, and no such entity shall be deemed an agent of Administrative Agent or any Lender, (ii) any loss, liability or delay caused by fires, earthquakes, wars, civil disturbances, power surges or failures, acts of government, labor disputes, failures in communications networks, legal constraints or other events beyond Administrative Agent or any Lender’s control, or (iii) any special, consequential, indirect or punitive damages, whether or not (a) any claim for these damages is based on tort or contract or (b) Administrative Agent or any Lender or Borrower knew or should have known the likelihood of these damages in any situation. Neither Administrative Agent nor any Lender makes any representations or warranties other than those expressly made in this Agreement.

Funds Transfer Disbursements. The Borrower hereby authorizes Administrative Agent Lender to disburse the proceeds of the Loan any Loan(s) made by Lenders Lender or any of their Affiliates its affiliate pursuant to the Loan Documents this Agreement as requested by an authorized representative of the Borrower to any of the accounts designated in the Disbursement Instruction Agreementthat certain Exhibit B entitled Transfer Authorizer Designation. Borrower agrees to be bound by any transfer request: (i) authorized or transmitted by Borrower; or or, (ii) made in Borrower’s name and accepted by Administrative Agent Lender in good faith and in compliance with these transfer instructions, even if not properly authorized by Borrower. Borrower further agrees and acknowledges that Administrative Agent Lender may rely solely on any bank routing number or identifying bank account number or name provided by Borrower to effect a wire of or funds transfer even if the information provided by Borrower identifies a different bank or account holder than those previously named by the Borrower. Administrative Agent Lender is not obligated or required in any way to take any actions to detect errors in information provided by Borrower. If Administrative Agent Lender takes any actions in an attempt to detect errors in the transmission or content of transfer or requests or takes any actions in an attempt to detect unauthorized funds transfer requests, Borrower agrees that no matter how many times Administrative Agent Lender takes these actions Administrative Agent Lender will not in any situation be liable for failing to take or correctly perform these actions in the future and such actions shall not become any part of the transfer disbursement procedures authorized under this provision, provision or the Loan DocumentsNote, or any agreement between Administrative Agent Lender and Borrower. Borrower agrees to notify Administrative Agent Lender of any errors in the transfer of any funds or of any unauthorized or improperly authorized transfer requests within fourteen (14) 14 days after Administrative AgentLender’s confirmation to Borrower of such transfer. Administrative Agent Lender will, in its sole discretion, determine the funds transfer system and the means by which each transfer will be made. Administrative Agent Lender may delay or refuse to accept a funds transfer request if the transfer would: (ai) violate the terms of this authorization, authorization (bii) require use of a bank unacceptable to Administrative Agent or any Lender or prohibited by government authority; (ciii) cause Administrative Agent or any Lender to violate any Federal Reserve or other regulatory risk control program or guideline; , or (div) otherwise cause Administrative Agent or any Lender to violate any applicable law or regulation. Neither Administrative Agent nor any Lender shall not be liable to Borrower or any other parties for: for (i) errors, acts or failures to act of others, including other entities, banks, communications carriers or clearinghouses, through which Borrower’s transfers may be made or information received or transmitted, and no such entity shall be deemed an agent of Administrative Agent or any the Lender, (ii) any loss, liability or delay caused by fires, earthquakes, wars, civil disturbances, power surges or failures, acts of government, labor disputes, failures in communications networks, legal constraints or other events beyond Administrative Agent or any Lender’s control, or (iii) any special, consequential, indirect or punitive damages, whether or not (a) any claim for these damages is based on tort or contract or (b) Administrative Agent or any Lender or Borrower knew or should have known the likelihood of these damages in any situation. Neither Administrative Agent nor any Lender makes any no representations or warranties other than those expressly made in this Agreement.

Funds Transfer Disbursements. The Notwithstanding anything to the contrary contained herein, Borrower hereby authorizes Administrative Agent to disburse the proceeds of the Loan any Loan(s) made by Lenders or any of their Affiliates pursuant to the Loan Documents hereunder as requested by an authorized representative of the Borrower to any of the accounts designated in the Disbursement Instruction Agreement. that certain Transfer Authorizer Designation attached hereto as Exhibit J. Borrower agrees to be bound by any transfer request: (i) authorized or transmitted by Borrower; or or, (ii) made in Borrower’s 's name and accepted by Administrative Agent in good faith and in compliance with these transfer instructions, even if not properly authorized by Borrower. Borrower further agrees and acknowledges that Administrative Agent may rely solely on any bank routing number or identifying bank account number or name provided by Borrower to effect a wire of or funds transfer even if the information provided by Borrower identifies a different bank or account holder than named by the Borrower. Administrative Agent is not obligated or required in any way to take any actions to detect errors in information provided by Borrower. If Administrative Agent takes any actions in an attempt to detect errors in the transmission or content of transfer or requests or takes any actions in an attempt to detect unauthorized funds transfer requests, Borrower agrees that no matter how many times Administrative Agent takes these actions actions, Administrative Agent will not in any situation be liable for failing to take or correctly perform these actions in the future and such actions shall not become any part of the transfer disbursement procedures authorized under this provision, the Loan Documents, or any agreement between Administrative Agent and Borrower. Borrower agrees to notify Administrative Agent of any errors in the transfer of any funds or of any unauthorized or improperly authorized transfer requests within fourteen (14) 14 days after Administrative Agent’s 's confirmation to Borrower of such transfer. Administrative Agent will, in its sole discretion, determine the funds transfer system and the means by which each transfer will be made. Administrative Agent may delay or refuse to accept a funds transfer request if the transfer would: (ai) violate the terms of this authorization, authorization (bii) require use of a bank unacceptable to Administrative Agent or any Lender or prohibited by government authority; (ciii) cause Administrative Agent or any Lender to violate any Federal Reserve or other regulatory risk control program or guideline; , or (div) otherwise cause Administrative Agent or any Lender to violate any applicable law or regulation. Neither Administrative Agent nor any Lender shall not be liable to Borrower or any other parties for: for (i) errors, acts or failures to act of others, including other entities, banks, communications carriers or clearinghouses, through which Borrower’s 's transfers may be made or information received or transmitted, and no such entity shall be deemed an agent of the Administrative Agent or any LenderAgent, (ii) any loss, liability or delay caused by fires, earthquakes, wars, civil disturbances, power surges or failures, acts of government, labor disputes, failures in communications networks, legal constraints or other events beyond Administrative Agent or any Lender’s Agent's control, or (iii) any special, consequential, indirect or punitive damages, whether or not (a) any claim for these damages is based on tort or contract or (b) Administrative Agent or any Lender or Borrower knew or should have known the likelihood of these damages in any situation. Neither Administrative Agent nor any Lender makes any no representations or warranties other than those expressly made in this Agreement.

Funds Transfer Disbursements. The Borrower hereby authorizes Administrative Agent to disburse the proceeds of the any Loan made by Lenders or any of their Affiliates pursuant to the Loan Documents as requested by an authorized representative of Borrower to any of the accounts designated in the Disbursement Instruction AgreementExhibit K identified in writing by such authorized representative. Borrower agrees to be bound by any transfer request: (ia) authorized or transmitted by Borrower; Borrower or (iib) made in Borrower’s name and accepted by Administrative Agent in good faith and in compliance with these transfer instructionsinstructions by a Person designated in writing by Borrower to make such transfer request, even if not properly authorized by Borrower. Borrower further agrees and acknowledges that Administrative Agent may rely solely on any bank routing number or identifying bank account number or name provided by Borrower to effect a wire of or funds transfer even if the information provided by Borrower identifies a different bank or account holder than named by Borrower. Administrative Agent is not obligated or required in any way to take any actions to detect errors in information provided by Borrower. If Administrative Agent Loan No. 102919 takes any actions in an attempt to detect errors in the transmission or content of transfer transfer, requests or takes any actions in an attempt to detect unauthorized funds transfer requests, Borrower agrees that no matter how many times Administrative Agent takes these actions Administrative Agent will not in any situation be liable for failing to take or correctly perform these actions in the future and such actions shall not become any part of the transfer disbursement procedures authorized under this provision, the Loan Documents, or any agreement between Administrative Agent and Borrower. Borrower agrees to notify Administrative Agent of any errors in the transfer of any funds or of any unauthorized or improperly authorized transfer requests within fourteen (14) days after Administrative Agent’s confirmation to Borrower of such transfer. Administrative Agent will, in its sole discretion, determine the funds transfer system and the means by which each transfer will be made. Administrative Agent may delay or refuse to accept a funds transfer request if the transfer would: (a) violate the terms of this authorization, authorization (b) require use of a bank unacceptable to Administrative Agent or any Lender or prohibited by government authority; (c) cause Administrative Agent or any Lender to violate any Federal Reserve or other regulatory risk control program or guideline; , or (d) otherwise cause Administrative Agent or any Lender to violate any applicable law or regulation. Neither Administrative Agent nor any Lender shall not be liable to Borrower or any other parties for: for (ia) errors, acts or failures to act of others, including other entities, banks, communications carriers or clearinghouses, through which Borrower’s transfers may be made or information received or transmitted, and no such entity shall be deemed an agent of Administrative Agent or any LenderAgent, (iib) any loss, liability or delay caused by fires, earthquakes, wars, civil disturbances, power surges or failures, acts of government, labor disputes, failures in communications networks, legal constraints or other events beyond Administrative Agent or any LenderAgent’s control, or (iiic) any special, consequential, indirect or punitive damages, whether or not (ai) any claim for these damages is based on tort or contract or (bii) Administrative Agent or any Lender or Borrower knew or should have known the likelihood of these damages in any situation. Neither Administrative Agent nor any Lender makes any no representations or warranties other than those expressly made in this Agreement.

Funds Transfer Disbursements. The Borrower and Owner hereby authorizes authorize Administrative Agent to disburse the proceeds of the Loan made by Lenders or any of their Affiliates pursuant to the Loan Documents as requested by an authorized representative of the Borrower to any of the accounts designated in the Disbursement Instruction Agreement. Exhibit G. Borrower agrees and Owner agree to be bound by any transfer request: (i) authorized or transmitted by Borrower; or or, (ii) made in Borrower’s name and accepted by Administrative Agent in good faith and in compliance with these transfer instructions, even if not properly authorized by Borrower. Borrower and Owner further agrees agree and acknowledges acknowledge that Administrative Agent may rely solely on any bank routing number or identifying bank account number or name provided by Borrower to effect a wire of or funds transfer even if the information provided by Borrower identifies a different bank or account holder than named by the Borrower. Administrative Agent is not obligated or required in any way to take any actions to detect errors in information provided by Borrower. If Administrative Agent takes any actions in an attempt to detect errors in the transmission or content of transfer or requests or takes any actions in an attempt to detect unauthorized funds transfer requests, Borrower agrees and Owner agree that no matter how many times Administrative Agent takes these actions Administrative Agent will not in any situation be liable for failing to take or correctly perform these actions in the future and such actions shall not become any part of the transfer disbursement procedures authorized under this provision, the Loan Documents, or any agreement between Administrative Agent Agent, Borrower and BorrowerOwner. Borrower agrees and Owner agree to notify Administrative Agent of any errors in the transfer of any funds or of any unauthorized or improperly authorized transfer requests within fourteen (14) days after Administrative Agent’s confirmation to Borrower of such transfer. Administrative Agent will, in its sole discretion, determine the funds transfer system and the means by which each transfer will be made. Administrative Agent may delay or refuse to accept a funds transfer request if the transfer would: (ai) violate the terms of this authorization, Agreement (bii) require use of a bank unacceptable to Administrative Agent or any Lender or prohibited by government authorityGovernmental Authority; (ciii) cause Administrative Agent or any Lender to violate any Federal Reserve or other regulatory risk control program or guideline; , or (diii) otherwise cause Administrative Agent or any Lender to violate any applicable law or regulation. Neither Administrative Agent nor any Lender shall not be liable to Borrower and/or Owner or any other parties for: for (i) errors, acts or failures to act of others, including other entities, banks, communications carriers or clearinghouses, through which Borrower’s transfers may be made or information received or transmitted, and no such entity shall be deemed an agent of the Administrative Agent or any LenderAgent, (ii) any loss, liability or delay caused by fires, earthquakes, wars, civil disturbances, power surges or failures, acts of government, labor disputes, failures in communications networks, legal constraints or other events beyond Administrative Agent or any LenderAgent’s control, or (iii) any special, consequential, indirect or punitive damages, whether or not (a) any claim for these damages is based on tort or contract or (b) Administrative Agent Agent, Borrower or any Lender or Borrower Owner knew or should have known the likelihood of these damages in any situation. Neither Administrative Agent nor any Lender makes any no representations or warranties other than those expressly made in this Agreement. All Loan Documents titled or references in Loan Documents to the Funds Transfer Agreement, Security Procedures, Operating Procedures, callback or other terms referencing the wire transfer of or procedures for transferring loan disbursements is hereby cancelled and superseded by this Section 3.5.