Common use of Limited Duties Clause in Contracts

Limited Duties. (a) It is understood that the Agent shall hold and apply funds in the Direct Purchase Payment Fund only as and to the extent provided in this Agreement and the Note Ordinance on behalf of the holders of the respective Direct Purchase Notes from time to time and that the Agent shall have no obligation to exercise on behalf of the holders of Direct Purchase Notes any rights or to ensure that City complies with the provisions of the Note Ordinance or this Agreement. The Agent shall not be liable for any action taken, suffered, or omitted or for any error of judgment made by the Agent or its agents or attorneys in the performance of the duties under this Agreement except to the extent that a court of competent jurisdiction finally determines that the Agent’s bad faith or negligence directly caused a loss to City. In no event shall Agent be liable for incidental, indirect, special, consequential or punitive damages or penalties of any kind (including, but not limited to lost profits), even if Agent has been advised of the likelihood of such damages or penalty and regardless of the form of action. The Agent may rely and shall be protected in acting or refraining from acting upon any communication authorized by this Agreement and upon any written instruction, notice, confirmation, request, direction, consent, report, certificate, Note or other instrument, paper or document believed by the Agent to be genuine. The Agent may consult with counsel and the advice of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by the Agent hereunder in good faith and in reliance thereon. The Agent shall not be required to advance, expend or risk its own funds or otherwise incur or become exposed to financial liability in the performance of the duties hereunder. The Agent may perform its duties and exercise its rights hereunder either directly or by or through agents or attorneys. The Agent undertakes to perform such duties and only such duties as are expressly set forth in this Agreement, each of which is ministerial and non-discretionary in nature, and no implied covenants shall be read into this Agreement against the Agent. (b) The Agent is authorized, in its sole discretion, to comply with orders issued or process entered by any court with respect to the Direct Purchase Payment Fund, without determination by the Agent of such court's jurisdiction in the matter. If any portion of the Direct Purchase Payment Fund is at any time attached, garnished or levied upon under any court order, or in case the payment, assignment, transfer, conveyance or delivery of any such property shall be stayed or enjoined by any court order, or in case any order, judgment or decree shall be made or entered by any court affecting such property or any part thereof, then and in any such event, The Agent is authorized, in its sole discretion, to rely upon and comply with any such order, writ, judgment or decree which it is advised by legal counsel selected by it is binding upon it, without the need for appeal or other action; and if the Agent complies with any such order, writ, judgment or decree, it shall not be liable to any of the parties hereto or to any other person or entity by reason of such compliance even though such order, writ, judgment or decree may be subsequently reversed, modified, annulled, set aside or vacated.

Limited Duties. (a) It is understood that At all times during the Agent term of an Engagement, COAC shall hold use, and apply funds shall cause the Operations Executives to use, commercially reasonable efforts when providing Advisory Services to (i) provide the Advisory Services in the Direct Purchase Payment Fund only as a timely, competent and professional manner, in material compliance with Applicable Laws relevant to the extent such services, in material compliance with any general procedures provided by Client to COAC in this Agreement and the Note Ordinance on behalf of the holders of the respective Direct Purchase Notes writing from time to time time, and in material compliance with such reasonable directions as the Operations Executives may receive from Client’s officers or other designated representatives, (ii) when working on-site at a Client location, ensure that the Agent shall have no obligation to exercise on behalf of the holders of Direct Purchase Notes any rights Operations Executives or to ensure other COAC representatives conduct themselves in a manner that City complies with applicable policies of Client relating to the provisions conduct of the Note Ordinance or this Agreement. The Agent shall not be liable for any action takencontractors when working on site, suffered, or omitted or for any error of judgment made by the Agent or its agents or attorneys in the performance of the duties under this Agreement except each case to the extent that a court of competent jurisdiction finally determines that the Agent’s bad faith or negligence directly caused a loss such policies have been communicated to City. In no event shall Agent be liable for incidental, indirect, special, consequential or punitive damages or penalties of any kind (including, but not limited COAC in writing prior to lost profits), even if Agent has been advised of the likelihood commencement of such damages or penalty and regardless of the form of action. The Agent may rely and shall be protected in acting or refraining from acting upon any communication authorized by this Agreement and upon any written instruction, notice, confirmation, request, direction, consent, report, certificate, Note or other instrument, paper or document believed by the Agent to be genuine. The Agent may consult with counsel and the advice of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by the Agent hereunder in good faith and in reliance thereon. The Agent shall not be required to advance, expend or risk its own funds or otherwise incur or become exposed to financial liability in the performance of the duties hereunder. The Agent may perform its duties and exercise its rights hereunder either directly or by or through agents or attorneys. The Agent undertakes to perform such duties and only such duties as are expressly set forth in this Agreement, each of which is ministerial and non-discretionary in natureactivities, and no implied covenants shall be read into this Agreement against the Agent(iii) refrain from disparaging Client, its employees, products or services. (b) The Agent is authorizedTo the extent that an Operations Executive, in rendering Advisory Services, is intended to have any sort of duty to Client or its sole discretionAffiliates beyond the specific contractual obligations set forth herein (which expressly do not include any sort of fiduciary duty), to comply with orders issued or process entered by any court with respect to such duty shall be expressly set forth and referenced on the Direct Purchase Payment Fund, without determination by the Agent of such court's jurisdiction in the matter. If any portion face of the Direct Purchase Payment Fund is at any time attached, garnished or levied upon under any court order, or in case the payment, assignment, transfer, conveyance or delivery of any such property shall be stayed or enjoined by any court order, or in case any order, judgment or decree shall be made or entered by any court affecting such property or any part thereof, then and in any relevant Engagement Letter. In such event, The Agent is authorizedthe Parties agree that such Operations Executive shall be directed to conduct himself or herself in a manner consistent with his or her duties to Client or its Affiliates as specified in such Engagement Letter, in notwithstanding any other obligation he or she may owe to COAC or its sole discretionAffiliates. Moreover, to rely upon and comply with any such order, writ, judgment or decree which it is advised by legal counsel selected by it is binding upon it, without the need for appeal or other action; and if the Agent complies with Parties agree in an Engagement Letter that an Operations Executive shall have any such order, writ, judgment sort of fiduciary duty to Client or decree, it shall not be liable to any of the parties hereto or to any other person or entity its Affiliates by reason of the Advisory Services, and if such compliance even though duty or duties are identified and deemed to be in conflict with any duties or obligations owed by such orderindividual to COAC or its Affiliates, writ, judgment the relevant Operations Executive shall be informed by COAC that his or decree her duties to Client or its Affiliates shall take precedence over the duties owed by such Operations Executive to COAC or its Affiliates. (c) Nothing in this Agreement or any Engagement Letter (or otherwise arising from the delivery or receipt of Advisory Services) shall operate or be construed to operate to (i) create any sort of fiduciary duty to Client on the part of COAC or any Operations Executive unless expressly and specifically undertaken and set forth in an Engagement Letter; (ii) create or expand the scope of any fiduciary duty that may be subsequently reversedapplicable to COAC or the Operations Executives under Applicable Law, modifiedlegal agreement or otherwise, annulledor (iii) release, limit, alter or waive any limitation on, disclaimer of, or protection against the creation, acceptance or imposition of any fiduciary duty or other obligations that may be set aside or vacatedforth in Client’s Governance Documents, all of which such limitations, disclaimers and protections are expressly reserved.

Limited Duties. (a) It is understood that The duties and responsibilities of the Share Escrow Agent shall hold and apply funds in the Direct Purchase Payment Fund only as and to the extent provided in this Agreement and the Note Ordinance on behalf of the holders of the respective Direct Purchase Notes from time to time and that the Agent shall have no obligation to exercise on behalf of the holders of Direct Purchase Notes any rights or to ensure that City complies with the provisions of the Note Ordinance or this Agreement. The Agent shall not be liable for any action taken, suffered, or omitted or for any error of judgment made by the Agent or its agents or attorneys in the performance of the duties under this Agreement except to the extent that a court of competent jurisdiction finally determines that the Agent’s bad faith or negligence directly caused a loss to City. In no event shall Agent be liable for incidental, indirect, special, consequential or punitive damages or penalties of any kind (including, but not limited to lost profits), even if Agent has been advised of the likelihood of such damages or penalty and regardless of the form of action. The Agent may rely and shall be protected in acting or refraining from acting upon any communication authorized by this Agreement and upon any written instruction, notice, confirmation, request, direction, consent, report, certificate, Note or other instrument, paper or document believed by the Agent to be genuine. The Agent may consult with counsel and the advice of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by the Agent hereunder in good faith and in reliance thereon. The Agent shall not be required to advance, expend or risk its own funds or otherwise incur or become exposed to financial liability in the performance of the duties hereunder. The Agent may perform its duties and exercise its rights hereunder either directly or by or through agents or attorneys. The Agent undertakes to perform such duties and only such duties as are those expressly set forth in this Agreement; provided, each of which is ministerial and non-discretionary in naturehowever, and no implied covenants shall be read into that this Agreement against may be amended at any time or times by an instrument in writing signed by all the Agentthen parties in interest. (b) The Share Escrow Agent is authorized, in its sole discretion, to comply with orders issued disregard any and all notices or instructions given by any Person except only such notices or instructions provided by the Corporation or as otherwise hereinabove provided or an order or process entered by of any court entered or issued with respect to the Direct Purchase Payment Fund, or without determination by the Agent of such court's jurisdiction in the matterjurisdiction. If any portion of the Direct Purchase Payment Fund property subject hereto is at any time attached, garnished or levied upon under any court order, or in case the payment, assignment, transfer, conveyance or delivery of any such property shall be stayed or enjoined by any court order, order or in case any order, judgment or decree shall be made or entered by any court affecting such property or any part thereof, then and in any such event, The which the Share Escrow Agent is authorized, in its sole discretion, to rely upon and comply with any such order, writ, judgment or decree which it is advised by legal counsel selected by it of its own choosing is binding upon it, without the need for appeal or other action; and further, if the Share Escrow Agent complies with any such order, writ, judgment or decree, decree it shall not be liable to any of the parties hereto Corporation or to any other person or entity Person by reason of such compliance even though such order, writ, judgment or decree may be subsequently reversed, modified, annulled, set aside or vacated. (c) The Share Escrow Agent shall not be responsible for the sufficiency or accuracy of the form, execution, validity or genuineness of documents, or securities now or hereafter deposited hereunder, or of an endorsement thereon, or for any lack of endorsement thereon, for any description therein, nor shall the Share Escrow Agent be responsible or liable in any respect on account of the authority or rights of the Persons executing or delivering or purporting to execute or deliver any such document, security or endorsement. (d) The Share Escrow Agent shall not be responsible in any manner whatsoever for the recitals made herein. It is the intention of the parties hereto that the Share Escrow Agent shall not be required to use or advance its own funds or otherwise incur personal financial liability in the performance of any of its duties or the exercise of any rights and powers hereunder. (e) The Share Escrow Agent is not a party to, nor is it bound by nor need it give consideration to the terms or provisions of, any other agreement or undertaking between the Corporation and other Persons, and the Share Escrow Agent is to give consideration only to the terms and provisions of this Agreement and, to the extent referred to

Limited Duties. (a) It is understood that At all times during the Agent term of an Engagement, COAC shall hold use, and apply funds shall cause the Operations Executives to use, commercially reasonable efforts when providing Advisory Services to (i) provide the Advisory Services in the Direct Purchase Payment Fund only as a timely, competent and professional manner, in material compliance with any Applicable Laws relevant to the extent such services, in material compliance with Talecris’ general procedures provided by Talecris to COAC in this Agreement and the Note Ordinance on behalf of the holders of the respective Direct Purchase Notes writing from time to time and in material compliance with the reasonable directions as the Operations Executives may receive from Talecris’ officers or other designated representatives, (ii) when working on-site at a Talecris location, ensure that the Agent shall have no obligation to exercise on behalf Operations Executives or other COAC representatives conduct themselves in a manner that complies with applicable policies of the holders Talecris relating to the conduct of Direct Purchase Notes any rights or to ensure that City complies with the provisions of the Note Ordinance or this Agreement. The Agent shall not be liable for any action takencontractors when working on site, suffered, or omitted or for any error of judgment made by the Agent or its agents or attorneys in the performance of the duties under this Agreement except each case to the extent that a court of competent jurisdiction finally determines that the Agent’s bad faith or negligence directly caused a loss such policies have been communicated to City. In no event shall Agent be liable for incidental, indirect, special, consequential or punitive damages or penalties of any kind (including, but not limited COAC in writing prior to lost profits), even if Agent has been advised of the likelihood commencement of such damages or penalty and regardless of the form of action. The Agent may rely and shall be protected in acting or refraining from acting upon any communication authorized by this Agreement and upon any written instruction, notice, confirmation, request, direction, consent, report, certificate, Note or other instrument, paper or document believed by the Agent to be genuine. The Agent may consult with counsel and the advice of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by the Agent hereunder in good faith and in reliance thereon. The Agent shall not be required to advance, expend or risk its own funds or otherwise incur or become exposed to financial liability in the performance of the duties hereunder. The Agent may perform its duties and exercise its rights hereunder either directly or by or through agents or attorneys. The Agent undertakes to perform such duties and only such duties as are expressly set forth in this Agreement, each of which is ministerial and non-discretionary in natureactivities, and no implied covenants shall be read into this Agreement against the Agent(iii) refrain from disparaging Talecris, its employees, products or services. (b) The Agent is authorizedTo the extent that an Operations Executive, in rendering Business Advisory Services, is to have a fiduciary or other similar duty to Talecris or its sole discretionAffiliates beyond the specific covenants and agreements set forth herein, to comply with orders issued such fiduciary or process entered by any court with respect to the Direct Purchase Payment Fund, without determination by the Agent of such court's jurisdiction in the matter. If any portion of the Direct Purchase Payment Fund is at any time attached, garnished or levied upon under any court order, or in case the payment, assignment, transfer, conveyance or delivery of any such property other similar duties shall be stayed or enjoined by any court order, or in case any order, judgment or decree shall be made or entered by any court affecting such property or any part thereof, then expressly set forth and in any referenced on the Engagement Letter. In such event, The Agent is authorizedthe Parties agree that such Operations Executive shall be directed to conduct himself or herself in a manner consistent with his or her fiduciary duties to Talecris or its Affiliates, in notwithstanding any other obligation he or she may owe to COAC or its sole discretionAffiliates. Moreover, if an Operations Executive owes any fiduciary duties to rely upon and comply Talecris or its Affiliates that conflict with any duties or obligations owed by such orderindividual to COAC or its Affiliates, writthe duties owed by such Operations Executive to Talecris or its Affiliates shall take precedence over the duties owed by such Operations Executive to COAC or its Affiliates. (c) Nothing in this Agreement or any Engagement Letter (or otherwise arising from the delivery or receipt of Advisory Services) shall operate or be construed to operate to (i) create any sort of fiduciary duties on the part of COAC or any Operations Executive to Talecris unless expressly and specifically undertaken and set forth in an Engagement Letter; (ii) create or expand the scope of any fiduciary duties that may be applicable to COAC or the Operations Executives under Applicable Law, judgment legal agreement or decree which it is advised by legal counsel selected by it is binding upon itotherwise or (iii) release, without limit, alter or waive any limitation on, disclaimer of, or protection against the need for appeal creation, acceptance or imposition of fiduciary duties or other action; and if the Agent complies with any such order, writ, judgment or decree, it shall not be liable to any of the parties hereto or to any other person or entity by reason of such compliance even though such order, writ, judgment or decree obligations that may be subsequently reversedset forth in Talecris’ Governance Documents, modifiedall of which such limitations, annulled, set aside or vacateddisclaimers and protections are expressly preserved.

Limited Duties. The ABL Administrative Agent shall not have any duties or obligations except those expressly set forth in the Loan Documents. Without limiting the generality of the foregoing, (a) It the ABL Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is understood continuing, (b) the ABL Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Loan Documents that the ABL Administrative Agent is required to exercise in writing as directed by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02), and (c) except as expressly set forth in the Loan Documents, the ABL Administrative Agent shall hold not have any duty to disclose, and apply funds shall not be liable for the failure to disclose, any information relating to any Loan Party or any of its Subsidiaries that is communicated to or obtained by the bank serving as ABL Administrative Agent or any of their Affiliates in the Direct Purchase Payment Fund only as and to the extent provided in this Agreement and the Note Ordinance on behalf of the holders of the respective Direct Purchase Notes from time to time and that the Agent shall have no obligation to exercise on behalf of the holders of Direct Purchase Notes any rights or to ensure that City complies with the provisions of the Note Ordinance or this Agreementcapacity. The ABL Administrative Agent shall not be liable for any action taken, suffered, taken or omitted not taken by it with the consent or for at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02) or in the absence of its own gross negligence or willful misconduct. The ABL Administrative Agent shall be deemed not to have knowledge of any error of judgment made Default unless and until written notice thereof is given to the ABL Administrative Agent by the Agent Borrower or its agents or attorneys in the performance of the duties under this Agreement except to the extent that a court of competent jurisdiction finally determines that the Agent’s bad faith or negligence directly caused a loss to City. In no event shall Agent be liable for incidental, indirect, special, consequential or punitive damages or penalties of any kind (including, but not limited to lost profits), even if Agent has been advised of the likelihood of such damages or penalty and regardless of the form of actionLender. The Agent may rely and shall be protected in acting or refraining from acting upon any communication authorized by this Agreement and upon any written instruction, notice, confirmation, request, direction, consent, report, certificate, Note or other instrument, paper or document believed by the Agent to be genuine. The Agent may consult with counsel and the advice of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by the Agent hereunder in good faith and in reliance thereon. The ABL Administrative Agent shall not be required responsible for or have any duty to advanceascertain or inquire into (i) any statement, expend warranty or risk its own funds representation made in or otherwise incur in connection with any Loan Document, (ii) the contents of any certificate, report or become exposed to financial liability other document delivered hereunder or in connection with any Loan Document, (iii) the performance or observance of any of the duties hereunder. The Agent may perform its duties and exercise its rights hereunder either directly covenants, agreements or by other terms or through agents or attorneys. The Agent undertakes to perform such duties and only such duties as are expressly conditions set forth in this Agreementany Loan Document, each (iv) the validity, enforceability, effectiveness or genuineness of which is ministerial and non-discretionary any Loan Document or any other agreement, instrument or document, (v) the creation, perfection or priority of Liens on the Collateral or the existence of the Collateral, or (vi) the satisfaction of any condition set forth in natureArticle IV or elsewhere in any Loan Document, and no implied covenants shall other than to confirm receipt of items expressly required to be read into this Agreement against delivered to the ABL Administrative Agent. (b) The Agent is authorized, in its sole discretion, to comply with orders issued or process entered by any court with respect to the Direct Purchase Payment Fund, without determination by the Agent of such court's jurisdiction in the matter. If any portion of the Direct Purchase Payment Fund is at any time attached, garnished or levied upon under any court order, or in case the payment, assignment, transfer, conveyance or delivery of any such property shall be stayed or enjoined by any court order, or in case any order, judgment or decree shall be made or entered by any court affecting such property or any part thereof, then and in any such event, The Agent is authorized, in its sole discretion, to rely upon and comply with any such order, writ, judgment or decree which it is advised by legal counsel selected by it is binding upon it, without the need for appeal or other action; and if the Agent complies with any such order, writ, judgment or decree, it shall not be liable to any of the parties hereto or to any other person or entity by reason of such compliance even though such order, writ, judgment or decree may be subsequently reversed, modified, annulled, set aside or vacated.

Limited Duties. The Administrative Agent shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents, and its duties hereunder shall be administrative in nature. Without limiting the generality of the foregoing, the Administrative Agent: (a) It is understood that the Agent shall hold and apply funds in the Direct Purchase Payment Fund only as and to the extent provided in this Agreement and the Note Ordinance on behalf of the holders of the respective Direct Purchase Notes from time to time and that the Agent shall have no obligation to exercise on behalf of the holders of Direct Purchase Notes any rights or to ensure that City complies with the provisions of the Note Ordinance or this Agreement. The Agent shall not be liable for subject to any fiduciary or other implied duties, regardless of whether a Default or an Event of Default has occurred and is continuing, (b) shall not have any duty to take any discretionary action takenor exercise any discretionary powers, suffered, except discretionary rights and powers expressly contemplated hereby or omitted or for any error of judgment made by the other Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Majority Lenders (or its agents such other number or attorneys percentage of the Lenders as shall be expressly provided for herein or in the performance of the duties under this Agreement except to the extent that a court of competent jurisdiction finally determines other Loan Documents); provided, that the Agent’s bad faith or negligence directly caused a loss to City. In no event shall Agent be liable for incidental, indirect, special, consequential or punitive damages or penalties of any kind (including, but not limited to lost profits), even if Agent has been advised of the likelihood of such damages or penalty and regardless of the form of action. The Agent may rely and shall be protected in acting or refraining from acting upon any communication authorized by this Agreement and upon any written instruction, notice, confirmation, request, direction, consent, report, certificate, Note or other instrument, paper or document believed by the Agent to be genuine. The Agent may consult with counsel and the advice of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by the Agent hereunder in good faith and in reliance thereon. The Administrative Agent shall not be required to advancetake any action that, expend in its opinion or risk the opinion of its own funds counsel, may expose the Administrative Agent to liability or otherwise incur that is contrary to any Loan Document or become exposed to financial liability applicable Law, including for the avoidance of doubt any action that may be in the performance violation of the duties hereunder. The automatic stay under any Debtor Relief Law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Debtor Relief Law and shall be entitled to confirmation by the Lenders of their indemnification of the Administrative Agent may perform its duties and exercise its rights hereunder either directly or by or through agents or attorneys. The Agent undertakes to perform for any such duties and only such duties actions, and (c) shall not, except as are expressly set forth herein and in this Agreementthe other Loan Documents, each of which is ministerial and non-discretionary in naturehave any duty to disclose, and no implied covenants shall be read into this Agreement against the Agent. (b) The Agent is authorized, in its sole discretion, to comply with orders issued or process entered by any court with respect to the Direct Purchase Payment Fund, without determination by the Agent of such court's jurisdiction in the matter. If any portion of the Direct Purchase Payment Fund is at any time attached, garnished or levied upon under any court order, or in case the payment, assignment, transfer, conveyance or delivery of any such property shall be stayed or enjoined by any court order, or in case any order, judgment or decree shall be made or entered by any court affecting such property or any part thereof, then and in any such event, The Agent is authorized, in its sole discretion, to rely upon and comply with any such order, writ, judgment or decree which it is advised by legal counsel selected by it is binding upon it, without the need for appeal or other action; and if the Agent complies with any such order, writ, judgment or decree, it shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Affiliates that is communicated to or obtained by the parties hereto Person serving as the Administrative Agent or to any other person or entity by reason of such compliance even though such order, writ, judgment or decree may be subsequently reversed, modified, annulled, set aside or vacatedits Affiliates in any capacity.

Limited Duties. The ABL Administrative Agent shall not have any duties or obligations except those expressly set forth in the Loan Documents. Without limiting the generality of the foregoing, (a) It the ABL Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is understood continuing, (b) the ABL Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Loan Documents that the ABL Administrative Agent is required to exercise in writing as directed by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02), and (c) except as expressly set forth in the Loan Documents, the ABL Administrative Agent shall hold not have any duty to disclose, and apply funds shall not be liable for the failure to disclose, any information relating to any Loan Party or any of its Subsidiaries that is communicated to or obtained by the bank serving as ABL Administrative Agent or any of their Affiliates in the Direct Purchase Payment Fund only as and to the extent provided in this Agreement and the Note Ordinance on behalf of the holders of the respective Direct Purchase Notes from time to time and that the Agent shall have no obligation to exercise on behalf of the holders of Direct Purchase Notes any rights or to ensure that City complies with the provisions of the Note Ordinance or this Agreementcapacity. The ABL Administrative Agent shall not be liable for any action taken, suffered, taken or omitted not taken by it with the consent or for at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02”) or in the absence of its own gross negligence or willful misconduct. The ABL Administrative Agent shall be deemed not to have knowledge of any error of judgment made Default unless and until written notice thereof is given to the ABL Administrative Agent by the Agent Borrower or its agents or attorneys in the performance of the duties under this Agreement except to the extent that a court of competent jurisdiction finally determines that the Agent’s bad faith or negligence directly caused a loss to City. In no event shall Agent be liable for incidental, indirect, special, consequential or punitive damages or penalties of any kind (including, but not limited to lost profits), even if Agent has been advised of the likelihood of such damages or penalty and regardless of the form of actionLender. The Agent may rely and shall be protected in acting or refraining from acting upon any communication authorized by this Agreement and upon any written instruction, notice, confirmation, request, direction, consent, report, certificate, Note or other instrument, paper or document believed by the Agent to be genuine. The Agent may consult with counsel and the advice of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by the Agent hereunder in good faith and in reliance thereon. The ABL Administrative Agent shall not be required responsible for or have any duty to advanceascertain or inquire into (i) any statement, expend warranty or risk its own funds representation made in or otherwise incur in connection with any Loan Document, (ii) the contents of any certificate, report or become exposed to financial liability other document delivered hereunder or in connection with any Loan Document, (iii) the performance or observance of any of the duties hereunder. The Agent may perform its duties and exercise its rights hereunder either directly covenants, agreements or by other terms or through agents or attorneys. The Agent undertakes to perform such duties and only such duties as are expressly conditions set forth in this Agreementany Loan Document, each (iv) the validity, enforceability, effectiveness or genuineness of which is ministerial and non-discretionary any Loan Document or any other agreement, instrument or document, (v) the creation, perfection or priority of Liens on the Collateral or the existence of the Collateral, or (vi) the satisfaction of any condition set forth in natureArticle IV or elsewhere in any Loan Document, and no implied covenants shall other than to confirm receipt of items expressly required to be read into this Agreement against delivered to the ABL Administrative Agent. (b) The Agent is authorized, in its sole discretion, to comply with orders issued or process entered by any court with respect to the Direct Purchase Payment Fund, without determination by the Agent of such court's jurisdiction in the matter. If any portion of the Direct Purchase Payment Fund is at any time attached, garnished or levied upon under any court order, or in case the payment, assignment, transfer, conveyance or delivery of any such property shall be stayed or enjoined by any court order, or in case any order, judgment or decree shall be made or entered by any court affecting such property or any part thereof, then and in any such event, The Agent is authorized, in its sole discretion, to rely upon and comply with any such order, writ, judgment or decree which it is advised by legal counsel selected by it is binding upon it, without the need for appeal or other action; and if the Agent complies with any such order, writ, judgment or decree, it shall not be liable to any of the parties hereto or to any other person or entity by reason of such compliance even though such order, writ, judgment or decree may be subsequently reversed, modified, annulled, set aside or vacated.

Limited Duties. Neither the ABL Administrative Agent nor the Supplemental Term Agent shall have any duties or obligations except those expressly set forth in the Loan Documents. Without limiting the generality of the foregoing, (a) It is understood that neither the ABL Administrative Agent nor the Supplemental Term Agent shall hold be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and apply funds in is continuing, (b) neither the Direct Purchase Payment Fund only as and to ABL Administrative Agent nor the extent provided in this Agreement and the Note Ordinance on behalf of the holders of the respective Direct Purchase Notes from time to time and that the Supplemental Term Agent shall have no obligation any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Loan Documents that the ABL Administrative Agent or the Supplemental Term Agent, as applicable, is required to exercise on behalf in writing as directed by the Required Lenders, the Required Revolving Lenders, the Required FILO Lenders, or the Required Supplemental Term Lenders, as applicable (or such other number or percentage of the holders of Direct Purchase Notes Lenders as shall be necessary under the circumstances as provided in Section 9.02), and (c) except as expressly set forth in the Loan Documents, neither the ABL Administrative Agent nor the Supplemental Term Agent shall have any rights or duty to ensure that City complies with the provisions of the Note Ordinance or this Agreement. The Agent disclose, and shall not be liable for the failure to disclose, any action takeninformation relating to any Loan Party or any of its Subsidiaries that is communicated to or obtained by the bank serving as ABL Administrative Agent or Supplemental Term Agent, sufferedas applicable, or omitted or for any error of judgment made by their respective Affiliates in any capacity. Neither the ABL Administrative Agent or its agents or attorneys in nor the performance of the duties under this Agreement except to the extent that a court of competent jurisdiction finally determines that the Agent’s bad faith or negligence directly caused a loss to City. In no event Supplemental Term Agent shall Agent be liable for incidentalany action taken or not taken by it with the consent or at the request of the Required Lenders, indirectthe Required Revolving Lenders, specialthe Required FILO Lenders, consequential or punitive damages the Required Supplemental Term Lenders, as applicable (or penalties such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02), or in the absence of its own gross negligence or willful misconduct. Neither the ABL Administrative Agent nor the Supplemental Term Agent shall be deemed to have knowledge of any kind Default unless and until written notice thereof is given to the ABL Administrative Agent or the Supplemental Term Agent, as applicable, by the Borrower or a Lender. Neither the ABL Administrative Agent nor the Supplemental Term Agent shall be responsible for or have any duty to ascertain or inquire into (includingi) any statement, but not limited to lost profits)warranty or representation made in or in connection with any Loan Document, even if Agent has been advised (ii) the contents of any certificate, report or other document delivered hereunder or in connection with any Loan Document, (iii) the performance or observance of any of the likelihood of such damages or penalty and regardless of the form of action. The Agent may rely and shall be protected in acting or refraining from acting upon any communication authorized by this Agreement and upon any written instructioncovenants, notice, confirmation, request, direction, consent, report, certificate, Note agreements or other instrument, paper terms or document believed by the Agent to be genuine. The Agent may consult with counsel and the advice of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by the Agent hereunder in good faith and in reliance thereon. The Agent shall not be required to advance, expend or risk its own funds or otherwise incur or become exposed to financial liability in the performance of the duties hereunder. The Agent may perform its duties and exercise its rights hereunder either directly or by or through agents or attorneys. The Agent undertakes to perform such duties and only such duties as are expressly conditions set forth in this Agreementany Loan Document, each (iv) the validity, enforceability, effectiveness or genuineness of which is ministerial and non-discretionary any Loan Document or any other agreement, instrument or document, (v) the creation, perfection or priority of Liens on the Collateral or the existence of the Collateral, or (vi) the satisfaction of any condition set forth in natureArticle IV or elsewhere in any Loan Document, and no implied covenants shall other than to confirm receipt of items expressly required to be read into this Agreement against the Agent. (b) The Agent is authorized, in its sole discretion, to comply with orders issued or process entered by any court with respect delivered to the Direct Purchase Payment FundABL Administrative Agent or the Supplemental Term Agent, without determination by the Agent of such court's jurisdiction in the matter. If any portion of the Direct Purchase Payment Fund is at any time attached, garnished or levied upon under any court order, or in case the payment, assignment, transfer, conveyance or delivery of any such property shall be stayed or enjoined by any court order, or in case any order, judgment or decree shall be made or entered by any court affecting such property or any part thereof, then and in any such event, The Agent is authorized, in its sole discretion, to rely upon and comply with any such order, writ, judgment or decree which it is advised by legal counsel selected by it is binding upon it, without the need for appeal or other action; and if the Agent complies with any such order, writ, judgment or decree, it shall not be liable to any of the parties hereto or to any other person or entity by reason of such compliance even though such order, writ, judgment or decree may be subsequently reversed, modified, annulled, set aside or vacatedas applicable.

Limited Duties. The Term Administrative Agent shall not have any duties or obligations except those expressly set forth in the Loan Documents. Without limiting the generality of the foregoing, (a) It the Term Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is understood continuing, (b) the Term Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Loan Documents that the Term Administrative Agent is required to exercise in writing as directed by the Required Term Lenders (or such other number or percentage of the Term Lenders as shall be necessary under the circumstances as provided in Section 9.02), and (c) except as expressly set forth in the Loan Documents, the Term Administrative Agent shall hold not have any duty to disclose, and apply funds shall not be liable for the failure to disclose, any information relating to any Loan Party or any of its Subsidiaries that is communicated to or obtained by the bank serving as Term Administrative Agent or any of their Affiliates in the Direct Purchase Payment Fund only as and to the extent provided in this Agreement and the Note Ordinance on behalf of the holders of the respective Direct Purchase Notes from time to time and that the Agent shall have no obligation to exercise on behalf of the holders of Direct Purchase Notes any rights or to ensure that City complies with the provisions of the Note Ordinance or this Agreementcapacity. The Term Administrative Agent shall not be liable for any action taken, suffered, taken or omitted not taken by it with the consent or for at the request of the Required Term Lenders (or such other number or percentage of the Term Lenders as shall be necessary under the circumstances as provided in Section 9.02) or in the absence of its own gross negligence or willful misconduct. The Term Administrative Agent shall be deemed not to have knowledge of any error of judgment made Default unless and until written notice thereof is given to the Term Administrative Agent by the Agent Borrower or its agents or attorneys in the performance of the duties under this Agreement except to the extent that a court of competent jurisdiction finally determines that the Agent’s bad faith or negligence directly caused a loss to City. In no event shall Agent be liable for incidental, indirect, special, consequential or punitive damages or penalties of any kind (including, but not limited to lost profits), even if Agent has been advised of the likelihood of such damages or penalty and regardless of the form of actionTerm Lender. The Agent may rely and shall be protected in acting or refraining from acting upon any communication authorized by this Agreement and upon any written instruction, notice, confirmation, request, direction, consent, report, certificate, Note or other instrument, paper or document believed by the Agent to be genuine. The Agent may consult with counsel and the advice of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by the Agent hereunder in good faith and in reliance thereon. The Term Administrative Agent shall not be required responsible for or have any duty to advanceascertain or inquire into (i) any statement, expend warranty or risk its own funds representation made in or otherwise incur in connection with any Loan Document, (ii) the contents of any certificate, report or become exposed to financial liability other document delivered hereunder or in connection” with any Loan Document, (iii) the performance or observance of any of the duties hereunder. The Agent may perform its duties and exercise its rights hereunder either directly covenants, agreements or by other terms or through agents or attorneys. The Agent undertakes to perform such duties and only such duties as are expressly conditions set forth in this Agreementany Loan Document, each (iv) the validity, enforceability, effectiveness or genuineness of which is ministerial and non-discretionary any Loan Document or any other agreement, instrument or document, (v) the creation, perfection or priority of Liens on the Collateral or the existence of the Collateral, or (vi) the satisfaction of any condition set forth in natureArticle IV or elsewhere in any Loan Document, and no implied covenants shall other than to confirm receipt of items expressly required to be read into this Agreement against delivered to the Term Administrative Agent. (b) The Agent is authorized, in its sole discretion, to comply with orders issued or process entered by any court with respect to the Direct Purchase Payment Fund, without determination by the Agent of such court's jurisdiction in the matter. If any portion of the Direct Purchase Payment Fund is at any time attached, garnished or levied upon under any court order, or in case the payment, assignment, transfer, conveyance or delivery of any such property shall be stayed or enjoined by any court order, or in case any order, judgment or decree shall be made or entered by any court affecting such property or any part thereof, then and in any such event, The Agent is authorized, in its sole discretion, to rely upon and comply with any such order, writ, judgment or decree which it is advised by legal counsel selected by it is binding upon it, without the need for appeal or other action; and if the Agent complies with any such order, writ, judgment or decree, it shall not be liable to any of the parties hereto or to any other person or entity by reason of such compliance even though such order, writ, judgment or decree may be subsequently reversed, modified, annulled, set aside or vacated.