Common use of Nature of Duties Clause in Contracts

Nature of Duties. The Agents shall have no duties or responsibilities except those expressly set forth in this Agreement or in the other Loan Documents. The duties of the Agents shall be mechanical and administrative in nature. The Agents shall not have by reason of this Agreement or any other Loan Document a fiduciary relationship in respect of any Lender. Nothing in this Agreement or any other Loan Document, express or implied, is intended to or shall be construed to impose upon the Agents any obligations in respect of this Agreement or any other Loan Document except as expressly set forth herein or therein. Each Lender shall make its own independent investigation of the financial condition and affairs of the Loan Parties in connection with the making and the continuance of the Loans hereunder and shall make its own appraisal of the creditworthiness of the Loan Parties and the value of the Collateral, and the Agents shall have no duty or responsibility, either initially or on a continuing basis, to provide any Lender with any credit or other information with respect thereto, whether coming into their possession before the initial Loan hereunder or at any time or times thereafter, provided that, upon the reasonable request of a Lender, each Agent shall provide to such Lender any documents or reports delivered to such Agent by the Loan Parties pursuant to the terms of this Agreement or any other Loan Document. If any Agent seeks the consent or approval of the Required Lenders to the taking or refraining from taking any action hereunder, such Agent shall send notice thereof to each Lender. Each Agent shall promptly notify each Lender any time that the Required Lenders have instructed such Agent to act or refrain from acting pursuant hereto.

Nature of Duties. The Agents In performing its functions and duties under this Agreement, Agent is acting solely on behalf of Lenders, and its duties are administrative in nature, and does not assume and shall not be deemed to have assumed, any obligation toward or relationship of agency or trust with or for Lenders, other than as expressly set forth herein and in the other Loan Documents, or Borrower. Agent shall have no duties duties, obligations or responsibilities except those expressly set forth in this Agreement or in the other Loan Documents. The duties of the Agents shall be mechanical and administrative in nature. The Agents Agent shall not have by reason of this Agreement or any other Loan Document a fiduciary relationship in respect of any Lender. Nothing in this Agreement or any other Loan Document, express or implied, is intended to or shall be construed to impose upon the Agents any obligations in respect of this Agreement or any other Loan Document except as expressly set forth herein or therein. Each Lender shall make its own independent investigation of the financial condition and affairs of the Loan Parties Borrower in connection with the making and the continuance extension of the Loans credit hereunder and shall make its own appraisal of the creditworthiness of Borrower. Except for information, notices, reports and other documents expressly required to be furnished to Lenders by Agent hereunder or given to Agent for the Loan Parties and the value account of the Collateralor with copies for Lenders, and the Agents Agent shall have no duty or responsibility, either initially or on a continuing basis, to provide any Lender with any credit or other information with respect thereto, whether coming into their its possession before the initial Loan hereunder Closing Date or at any time or times thereafter, provided that, upon the reasonable request of a Lender, each Agent shall provide to such Lender any documents or reports delivered to such Agent by the Loan Parties pursuant to the terms of this Agreement or any other Loan Document. If any Agent seeks the consent or approval of the Required any Lenders to the taking or refraining from taking any action hereunder, such then Agent shall send prior written notice thereof to each Lender. Each Agent shall promptly notify each Lender in writing any time that the Required applicable percentage of Lenders have instructed such Agent to act or refrain from acting pursuant hereto.

Nature of Duties. The Agents Agent shall have no duties or responsibilities except those expressly set forth in this Agreement or in the other Loan Documents. The duties of the Agents Agent shall be mechanical and administrative in nature. The Agents Agent shall not have by reason of this Agreement or any other Loan Document a fiduciary relationship in respect of any Lender. Nothing in this Agreement or any other Loan Document, express or implied, is intended to or shall be construed to impose upon the Agents Agent any obligations in respect of this Agreement or any other Loan Document except as expressly set forth herein or therein. Each Lender shall make its own independent investigation of the financial condition and affairs of the Loan Parties in connection with the making and the continuance of the Loans hereunder and shall make its own appraisal of the creditworthiness of the Loan Parties and the value of the Collateral, and the Agents Agent shall have no duty or responsibility, either initially or on a continuing basis, to provide any Lender with any credit or other information with respect thereto, whether coming into their its possession before the initial Loan hereunder or at any time or times thereafter, provided that, upon the reasonable request of a Lender, each the Agent shall provide to such Lender any documents or reports delivered to such the Agent by the Loan Parties pursuant to the terms of this Agreement or any other Loan Document. If any the Agent seeks the consent or approval of the Required Lenders to the taking or refraining from taking any action hereunder, such the Agent shall send notice thereof to each Lender. Each The Agent shall promptly notify each Lender any time that the Required Lenders have instructed such the Agent to act or refrain from acting pursuant hereto.

Nature of Duties. (a) The Agents Administrative Agent shall not have no any duties or responsibilities except those expressly set forth in this Agreement or in the other Loan DocumentsAgreement. The duties of the Agents Administrative Agent shall be mechanical and administrative in nature. The Agents shall not have by reason of this Agreement or any other Loan Document a fiduciary relationship in respect of any LenderEACH LENDER HEREBY ACKNOWLEDGES AND AGREES THAT, SUBJECT TO SECTION 11.2(b), THE ADMINISTRATIVE AGENT SHALL NOT HAVE, BY REASON OF THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, A FIDUCIARY RELATIONSHIP TO OR IN RESPECT OF ANY LENDER. Nothing in this Agreement or any other of the Loan DocumentDocuments, express expressed or implied, is intended to or shall be so construed as to impose upon the Agents Administrative Agent any obligations in respect of this Agreement or any other of the Loan Document Documents except as expressly set forth herein or therein. Each Lender shall make its own independent investigation of the financial condition and affairs of the Loan Parties Borrower in connection with the making and the continuance of the Loans hereunder and shall make its own appraisal of the creditworthiness credit worthiness of the Loan Parties and the value of the CollateralBorrower, and the Agents Administrative Agent shall not have no any duty or responsibility, either initially or on a continuing basis, to provide any Lender with any credit or other information with respect thereto, whether coming into their its possession before making of the initial Loan hereunder Loans or at any time or times thereafter. Except as expressly set forth in the Loan Documents, provided that, upon the reasonable request of a Lender, each Administrative Agent shall provide not have any duty to such Lender disclose, and shall not be liable for the failure to disclose, any documents information relating to the Borrower or reports delivered any of its Subsidiaries that is communicated to such Agent or obtained by the Loan Parties pursuant to financial institution serving as the terms of this Agreement Administrative Agent or any other Loan Documentof its Affiliates in any capacity. If any The Administrative Agent seeks the consent or approval of the Required Lenders to the taking or refraining from taking any action hereunder, such Agent shall send notice thereof to each Lender. Each Agent shall will promptly notify each Lender at any time that the Required Lenders have instructed such Agent it to act or refrain from acting pursuant hereto.to Article X.

Nature of Duties. The Agents No Agent shall have no any duties or responsibilities except those expressly set forth in this Agreement or and in the other Loan Credit Documents. Neither any Agent nor any of its officers, directors, agents, employees or affiliates shall be liable for any action taken or omitted by it hereunder or under any other Credit Document or in connection herewith or therewith, unless caused by its or their gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision). The duties of the Agents shall be mechanical and administrative in nature. The Agents ; no Agent shall not have by reason of this Agreement or any other Loan Credit Document a fiduciary relationship in respect of any Lender. Nothing Lender or the holder of any Note and nothing in this Agreement or in any other Loan Credit Document, express expressed or implied, is intended to or shall be so construed as to impose upon the Agents any Agent any obligations in respect of this Agreement or any other Loan Credit Document except as expressly set forth herein or therein. Each Lender , provided that the Agents shall make its own independent investigation of be deemed to be a trustee and stand in a fiduciary relationship with respect to the financial condition and affairs of the Loan Parties in connection with the making Lenders and the continuance holders of Notes for purposes of any Security Document governed by the Loans hereunder and laws of a jurisdiction located outside the United States where the Agents shall make its own appraisal determine, based on advice of local counsel, that same is necessary or desirable for purposes of realizing the creditworthiness of the Loan Parties and the value of the Collateralbenefits intended to be conferred pursuant to such Security Document, and the Lenders hereby irrevocably designate each of the Agents shall have no duty or responsibility, either initially or on a continuing basis, as their trustee for such purpose and authorize each of the Agents to provide any Lender with any credit or other information with respect thereto, whether coming into their possession before the initial Loan hereunder or at any time or times thereafterand from time to time take all actions (including, provided thatwithout limitation, upon making demand for all amounts then due and payable and the reasonable request exercise of a Lender, each Agent shall provide to such Lender any documents or reports delivered to such Agent by the Loan Parties pursuant to other remedies) on their behalf in accordance with the terms of this Agreement such Security Document without the necessity of any notice to or further consent from any Lender, and the Lenders hereby agree to indemnify the Agents (and each of their respective officers, directors, trustees, employees, representatives and agents) and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys’ and consultants’ fees and disbursements) incurred by, imposed on or assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, the taking of any action or any other Loan Document. If omission to take action under any Agent seeks the consent such Security Document unless such action is taken or approval omitted to be taken with gross negligence or willful misconduct (as determined by a court of the Required Lenders to the taking or refraining from taking any action hereunder, such Agent shall send notice thereof to each Lender. Each Agent shall promptly notify each Lender any time that the Required Lenders have instructed such Agent to act or refrain from acting pursuant heretocompetent jurisdiction in a final and non-appealable decision).

Nature of Duties. The Agents In performing its functions and duties under this Agreement, Agent is acting solely on behalf of Lenders, and its duties are administrative in nature, and does not assume and shall not be deemed to have assumed, any obligation toward or relationship of agency or trust with or for Lenders, other than as expressly set forth herein and in the other Loan Documents, or the Credit Parties. Agent shall have no duties duties, obligations or responsibilities except those expressly set forth in this Agreement or in the other Loan Documents. The duties of the Agents shall be mechanical and administrative in nature. The Agents Agent shall not have by reason of this Agreement or any other Loan Document a fiduciary relationship in respect of any Lender. Nothing in this Agreement or any other Loan Document, express or implied, is intended to or shall be construed to impose upon the Agents any obligations in respect of this Agreement or any other Loan Document except as expressly set forth herein or therein. Each Lender shall make its own independent investigation of the financial condition and affairs of the Loan Credit Parties in connection with the making and the continuance extension of the Loans credit hereunder and shall make its own appraisal of the creditworthiness of the Loan Parties Credit Parties. Except for information, notices, reports and other documents expressly required to be furnished to Lenders by Agent hereunder or given to Agent for the value account of the Collateralor with copies for Lenders, and the Agents Agent shall have no duty or responsibility, either initially or on a continuing basis, to provide any Lender with any credit or other information with respect thereto, whether coming into their its possession before the initial Loan hereunder Closing Date or at any time or times thereafter, provided that, upon the reasonable request of a Lender, each Agent shall provide to such Lender any documents or reports delivered to such Agent by the Loan Parties pursuant to the terms of this Agreement or any other Loan Document. If any Agent seeks the consent or approval of the Required any Lenders to the taking or refraining from taking any action hereunder, such then Agent shall send prior written notice thereof to each Lender. Each Agent shall promptly notify each Lender in writing any time that the Required applicable percentage of Lenders have instructed such Agent to act or refrain from acting pursuant hereto.

Nature of Duties. The Agents Anything herein to the contrary notwithstanding, none of the Bookrunners, Arrangers or other agents listed on the cover page hereof shall have no any powers, duties or responsibilities under this Agreement or any of the other Credit Documents, except those expressly set forth in its capacity, as applicable, as the Administrative Agent, a Lender or the Issuing Lender hereunder. Without limiting the foregoing, none of the Lenders or other Persons so identified shall have or be deemed to have any fiduciary relationship with any Lender. Each Lender acknowledges that it has not relied, and will not rely, on any of the Lenders or other Persons so identified in deciding to enter into this Agreement or in taking or not taking action hereunder. The Administrative Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other Credit Document by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective Related Parties. The exculpatory provisions of this Article shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent. Notwithstanding anything contained in this Agreement to the contrary, the Syndication Agent and Documentation Agents are named as such for recognition purposes only and in their capacities as such shall have no powers, duties, responsibilities or liabilities with respect to this Agreement or the other Loan Documents. The duties of Credit Documents or the Transactions; it being understood and agreed that the Syndication Agent and the Documentation Agents shall be mechanical entitled to all indemnification and administrative reimbursement rights in naturefavor of the Administrative Agent, as and to the extent, otherwise provided for in this Agreement. The Without limitation of the foregoing, the Syndication Agent and the Documentation Agents shall not have not, solely by reason of this Agreement or any other Loan Document a Credit Document, have any fiduciary relationship in respect of any Lender. Nothing in this Agreement Lender or any other Loan Document, express or implied, is intended to or shall be construed to impose upon the Agents any obligations in respect of this Agreement or any other Loan Document except as expressly set forth herein or therein. Each Lender shall make its own independent investigation of the financial condition and affairs of the Loan Parties in connection with the making and the continuance of the Loans hereunder and shall make its own appraisal of the creditworthiness of the Loan Parties and the value of the Collateral, and the Agents shall have no duty or responsibility, either initially or on a continuing basis, to provide any Lender with any credit or other information with respect thereto, whether coming into their possession before the initial Loan hereunder or at any time or times thereafter, provided that, upon the reasonable request of a Lender, each Agent shall provide to such Lender any documents or reports delivered to such Agent by the Loan Parties pursuant to the terms of this Agreement or any other Loan Document. If any Agent seeks the consent or approval of the Required Lenders to the taking or refraining from taking any action hereunder, such Agent shall send notice thereof to each Lender. Each Agent shall promptly notify each Lender any time that the Required Lenders have instructed such Agent to act or refrain from acting pursuant heretoPerson.

Nature of Duties. The Agents In performing its functions and duties under this Agreement, Agent is acting solely on behalf of Lenders and its duties are administrative in nature and it does not assume and shall not be deemed to have assumed any obligation toward or relationship of agency or trust with or for Lenders, other than as expressly set forth herein and in the other Loan Documents, or Borrower. Agent shall have no duties duties, obligations or responsibilities except those expressly set forth in this Agreement or in the other Loan Documents. The duties of the Agents shall be mechanical and administrative in nature. The Agents Agent shall not have by reason of this Agreement or any other Loan Document a fiduciary relationship in respect of any Lender. Nothing in this Agreement Except for information, notices, reports, and other documents expressly required to be furnished to Lenders by the Agent hereunder or any other Loan Documentgiven to the Agent for the account of or with copies for Lenders, express or implied, is intended to or shall be construed to impose upon the Agents any obligations in respect of this Agreement or any other Loan Document except as expressly set forth herein or therein. Each each Lender shall make its own independent investigation of the financial condition and affairs of the Loan Parties Borrower in connection with the making and the continuance extension of the Loans credit hereunder and shall make its own appraisal of the creditworthiness of the Loan Parties and the value of the CollateralBorrower, and the Agents Agent shall have no duty or responsibility, either initially or on a continuing basis, to provide any Lender with any credit or other information with respect thereto, whether coming into their its possession before the initial Loan hereunder Closing Date or at any time or times thereafter, provided that, upon the reasonable request of a Lender, each Agent shall provide to such Lender any documents or reports delivered to such Agent by the Loan Parties pursuant to the terms of this Agreement or any other Loan Document. If any Agent seeks the consent or approval of the Required any Lenders to the taking or refraining from taking any action hereunder, such then Agent shall send prior written notice thereof to each Lender. Each Agent shall promptly notify (in writing) each Lender any time that the Required applicable percentage of Lenders have instructed such Agent to act or refrain from acting pursuant hereto.

Nature of Duties. The Agents shall have no duties or responsibilities except those expressly set forth in this Agreement or in the other Loan Documents. The duties of the Agents shall be mechanical and administrative in nature. The Agents shall not have by reason of this Agreement or any other Loan Document a fiduciary relationship in respect of any Lender. Nothing in this Agreement or any other Loan Document, express or implied, is intended to or shall be construed to impose upon the Agents any obligations in respect of this Agreement or any other Loan Document except as expressly set forth herein or therein. Each Lender shall make its own independent investigation of the financial condition and affairs of the Loan Parties Borrower in connection with the making and the continuance of the Loans hereunder and shall make its own appraisal of the creditworthiness of the Loan Parties Borrower and the value of the Collateral, and the Agents shall have no duty or responsibility, either initially or on a continuing basis, to provide any Lender with any credit or other information with respect thereto, whether coming into their possession before the initial Loan hereunder or at any time or times thereafter, provided that, upon the reasonable request of a Lender, each Agent shall provide to such Lender any documents or reports delivered to such Agent by the Loan Parties Borrower pursuant to the terms of this Agreement or any other Loan Document. If any Agent seeks the consent or approval of the Required Lenders to the taking or refraining from taking any action hereunder, such Agent shall send notice thereof to each Lender. Each Agent shall promptly notify each Lender any time that the Required Lenders have instructed such Agent to act or refrain from acting pursuant hereto.

Nature of Duties. The Agents Agent shall have no duties or responsibilities except those expressly set forth in this Agreement or in the other Loan Documents. The duties of the Agents Agent shall be mechanical and administrative in nature. The Agents Agent shall not have by reason of this Agreement or any other Loan Document a fiduciary relationship in respect of any Lender. Nothing in this Agreement or any other Loan Document, express or implied, is intended to or shall be construed to impose upon the Agents Agent any obligations in respect of this Agreement or any other Loan Document except as expressly set forth herein or therein. Each Lender shall make its own independent investigation of the financial condition and affairs of the Loan Parties in connection with the making and the continuance of the Loans Term Loan hereunder and shall make its own appraisal of the creditworthiness of the Loan Parties and the value of the Collateral, and the Agents Agent shall have no duty or responsibility, either initially or on a continuing basis, to provide any Lender with any credit or other information with respect thereto, whether coming into their its possession before the initial Term Loan hereunder or at any time or times thereafter, provided that, upon the reasonable request of a Lender, each the Agent shall provide to such Lender any documents or reports delivered to such the Agent by the Loan Parties pursuant to the terms of this Agreement or any other Loan Document. If any the Agent seeks the consent or approval of the Required Lenders to the taking or refraining from taking any action hereunder, such the Agent shall send notice thereof to each Lender. Each The Agent shall promptly notify each Lender any time that the Required Lenders have instructed such the Agent to act or refrain from acting pursuant hereto.

Nature of Duties. The Agents Agent shall have no duties or responsibilities except those expressly set forth in this Agreement or in the other Loan Documents. The duties of the Agents Agent shall be mechanical and administrative in nature. The Agents Agent shall not have by reason of this Agreement or any other Loan Document a fiduciary relationship in respect of any Lender. Nothing in this Agreement or any other of the Loan DocumentDocuments, express or implied, is intended to or shall be construed to impose upon the Agents Agent any obligations in respect of this Agreement or any other of the Loan Document Documents except as expressly set forth herein or therein. Each Lender shall make its own independent investigation of the financial condition and affairs of the Loan Parties in connection with the making and the continuance of the Loans hereunder and shall make its own appraisal of the creditworthiness of the Loan Parties and the value of the Collateral, and the Agents Agent shall have no duty or responsibility, either initially or on a continuing basis, to provide any Lender with any credit or other information with respect thereto, whether coming into their its possession before the initial Revolving Loan hereunder or at any time or times thereafter, provided that, upon the reasonable request of a Lender, each the Agent shall provide to such Lender any documents or reports delivered to such the Agent by the Loan Parties pursuant to the terms of this Agreement or any other Loan Document. If any the Agent seeks the consent or approval of the Required Lenders to the taking or refraining from taking any action hereunder, such the Agent shall send notice thereof to each Lender. Each The Agent shall promptly notify each Lender any time that the Required Lenders have instructed such the Agent to act or refrain from acting pursuant hereto.

Nature of Duties. The Agents Administrative Agent shall not have no any duties or responsibilities except those expressly set forth in this Agreement or in the other Loan Documents. The duties of the Agents Administrative Agent shall be mechanical and administrative in nature. The Agents Administrative Agent shall not have by reason of this Agreement or any other Loan Document a fiduciary relationship in respect of any LenderHolder. Nothing in this Agreement or any other of the Loan DocumentDocuments, express expressed or implied, is intended to or shall be construed to impose upon the Agents Administrative Agent any obligations in respect of this Agreement or any other of the Loan Document Documents except as expressly set forth herein or therein. Each Lender shall make its own independent investigation of the financial condition and affairs of the Borrower and the other Loan Parties in connection with the making and the continuance of the Loans hereunder and shall make its own appraisal of the creditworthiness credit worthiness of the Borrower and the other Loan Parties initially and the value of the Collateralon a continuing basis, and the Agents Administrative Agent shall not have no any duty or responsibility, either initially or on a continuing basis, to provide any Lender Holder with any credit or other information with respect thereto, whether coming into their possession before the initial Loan hereunder or at any time or times thereafter, provided that, upon the reasonable request of a Lender, each Agent shall provide thereto (except for reports required to such Lender any documents or reports be delivered to such Agent by the Loan Parties pursuant to Administrative Agent under the terms of this Agreement or any other Loan DocumentAgreement). If any the Administrative Agent seeks the consent or approval of the Required Lenders to the taking or refraining from taking of any action hereunder, such the Administrative Agent shall send notice thereof to each Lender. Each The Administrative Agent shall promptly notify each Lender at any time that the Required Lenders so required hereunder have instructed such the Administrative Agent to act or refrain from acting pursuant hereto.

Nature of Duties. The Agents shall have no duties or responsibilities except those expressly set forth in this Agreement or in the other Loan Documents. The duties of the Agents shall be mechanical and administrative in nature. The Agents shall not have by reason of this Agreement or any other Loan Document a fiduciary relationship in respect of any Lender. Nothing in this Agreement or any other of the Loan DocumentDocuments, express or implied, is intended to or shall be construed to impose upon the Agents any obligations in respect of this Agreement or any other of the Loan Document Documents except as expressly set forth herein or therein. Each Lender shall make its own independent investigation of the financial condition and affairs of the Loan Parties in connection with the making and the continuance of the Loans hereunder and shall make its own appraisal of the creditworthiness of the Loan Parties and the value of the Collateral, and the Agents shall have no duty or responsibility, either initially or on a continuing basis, to provide any Lender with any credit or other information with respect thereto, whether coming into their its possession before the initial Loan hereunder or at any time or times thereafter, provided that, upon the reasonable request of a Lender, each Agent shall provide to such Lender any documents or reports delivered to such Agent by the Loan Parties pursuant to the terms of this Agreement or any other Loan Document. If any Agent seeks the consent or approval of the Required Lenders to the taking or refraining from taking any action hereunder, such Agent shall send notice thereof to each Lender. Each Agent shall promptly notify each Lender any time that the Required Lenders have instructed such Agent to act or refrain from acting pursuant hereto.

Nature of Duties. The Agents In performing its functions and duties under this Agreement, Agent is acting solely on behalf of Lenders and its duties are administrative in nature and does not assume and shall not be deemed to have assumed any obligation toward or relationship of agency or trust with or for Lenders, other than as expressly set forth herein and in the other Loan Documents, or Borrower. Agent shall have no duties duties, obligations or responsibilities except those expressly set forth in this Agreement or in the other Loan Documents. The duties of the Agents shall be mechanical and administrative in nature. The Agents Agent shall not have by reason of this Agreement or any other Loan Document a fiduciary relationship in respect of any Lender. Nothing in this Agreement Except for information, notices, reports, and other documents expressly required to be furnished to Lenders by the Agent hereunder or any other Loan Documentgiven to the Agent for the account of or with copies for Lenders, express or implied, is intended to or shall be construed to impose upon the Agents any obligations in respect of this Agreement or any other Loan Document except as expressly set forth herein or therein. Each each Lender shall make its own independent investigation of the financial condition and affairs of the Loan Parties Borrower in connection with the making and the continuance extension of the Loans credit hereunder and shall make its own appraisal of the creditworthiness of the Loan Parties and the value of the CollateralBorrower, and the Agents Agent shall have no duty or responsibility, either initially or on a continuing basis, to provide any Lender with any credit or other information with respect thereto, whether coming into their its possession before the initial Loan hereunder Closing Date or at any time or times thereafter, provided that, upon the reasonable request of a Lender, each Agent shall provide to such Lender any documents or reports delivered to such Agent by the Loan Parties pursuant to the terms of this Agreement or any other Loan Document. If any Agent seeks the consent or approval of the Required any Lenders to the taking or refraining from taking any action hereunder, such then Agent shall send prior written notice thereof to each Lender. Each Agent shall promptly notify (in writing) each Lender any time that the Required applicable percentage of Lenders have instructed such Agent to act or refrain from acting pursuant hereto.

Nature of Duties. The Agents Administrative Agent shall have no duties or responsibilities except those expressly set forth in this Agreement or in the other Loan Documents. The duties of the Agents Administrative Agent shall be mechanical and administrative in nature. The Agents Administrative Agent shall not have by reason of this Agreement or any other Loan Document a fiduciary relationship in respect of any Lender. Nothing in this Agreement or any other Loan Document, express or implied, is intended to or shall be construed to impose upon the Agents Administrative Agent any obligations in respect of this Agreement or any other Loan Document except as expressly set forth herein or therein. Each Lender shall make its own independent investigation of the financial condition and affairs of the Loan Parties in connection with the making and the continuance of the Loans hereunder and shall make its own appraisal of the creditworthiness of the Loan Parties and the value of the Collateral, and the Agents Administrative Agent shall have no duty or responsibility, either initially or on a continuing basis, to provide any Lender with any credit or other information with respect thereto, whether coming into their possession before the initial Loan hereunder or at any time or times thereafter, provided that, upon the reasonable request of a Lender, each Administrative Agent shall provide to such Lender any documents or reports delivered to such Administrative Agent by the Loan Parties pursuant to the terms of this Agreement or any other Loan Document. If any Administrative Agent seeks the consent or approval of the Required Lenders or the Required Revolving Lenders to the taking or refraining from taking any action hereunder, such Administrative Agent shall send notice thereof to each Lender. Each Administrative Agent shall promptly notify each Lender any time that the Required Lenders or Required Revolving Lenders, as applicable, have instructed such Administrative Agent to act or refrain from acting pursuant hereto.

Nature of Duties. The Agents Agent, in performing its functions and duties under this Agreement, (i) is acting solely on behalf of Lenders, (ii) has duties which are administrative in nature, and (iii) does not assume and shall not be deemed to have assumed, any obligation toward or agency, trust or other fiduciary relationship with or for any Lender (other than as expressly set forth in the Loan Documents) or any Credit Party. Agent shall have no duties duties, obligations or responsibilities except those expressly set forth in this Agreement or in the other Loan Documents. The duties of the Agents shall be mechanical and administrative in nature. The Agents shall not have by reason of this Agreement or any other Loan Document a fiduciary relationship in respect of any Lender. Nothing in this Agreement or any other Loan Document, express or implied, is intended to or shall be construed to impose upon the Agents any obligations in respect of this Agreement or any other Loan Document except as expressly set forth herein or therein. Each Lender shall make its own independent investigation and appraisal of the financial condition condition, collateral, creditworthiness and affairs of the Loan Credit Parties in connection with the making extensions of credit hereunder. No Lender shall be entitled to rely upon any underwriting summary report or other statistical analysis or information prepared by or at the direction of Agent which is furnished by Agent to any Lender. Except for information, notices, reports and the continuance of the Loans hereunder and shall make its own appraisal of the creditworthiness of the Loan Parties and the value of the Collateralother documents expressly required to be furnished to Lenders by Agent hereunder, and the Agents Agent shall have no duty or responsibility, either initially or on a continuing basis, to provide any Lender with any notices, documents or reports or any credit or other information with respect to any Credit Party, the Collateral, the Loan Documents or any matter relating thereto, whether coming into their its possession before the initial Loan hereunder Closing Date or at any time thereafter. Except as expressly provided in this Article XI, Agent has no duty (fiduciary or times thereafter, provided that, upon the reasonable request of a Lender, each otherwise) or liability whatsoever to any Lender in any respect. Agent shall provide not be deemed to such Lender have any documents knowledge of the existence or reports delivered to such non-existence of any Default or Event of Default unless and until Agent is notified in writing of any of the foregoing by the Loan Parties pursuant to the terms of this Agreement or any other Loan Document. If any Agent seeks the consent or approval of the Required Lenders to the taking or refraining from taking any action hereunder, such Agent shall send notice thereof to each Lender. Each Agent shall promptly notify each Lender any time that the Required Lenders have instructed such Agent to act or refrain from acting pursuant heretoCredit Parties.

Nature of Duties. (a) The Agents Collateral Agent shall have no duties or responsibilities except those expressly set forth in this Agreement or in the other Loan Documents. The duties of the Agents Collateral Agent shall be mechanical and administrative in nature. The Agents Collateral Agent shall not have by reason of this Agreement or any other Loan Document a fiduciary relationship in respect of any Lender. Nothing in this Agreement or any other Loan Document, express or implied, is intended to or shall be construed to impose upon the Agents Collateral Agent any obligations in respect of this Agreement or any other Loan Document except as expressly set forth herein or therein. Each Lender shall make its own independent investigation of the financial condition and affairs of the Loan Parties in connection with the making and the continuance of the Loans hereunder and shall make its own appraisal of the creditworthiness of the Loan Parties and the value of the Collateral, and the Agents Collateral Agent shall have no duty or responsibility, either initially or on a continuing basis, to provide any Lender with any credit or other information with respect thereto, whether coming into their possession before the initial Loan hereunder or at any time or times thereafter, provided that, upon the reasonable request of a Lender, each the Collateral Agent shall provide to such Lender any documents or reports delivered to such the Collateral Agent by the Loan Parties pursuant to the terms of this Agreement or any other Loan Document. If any the Collateral Agent seeks the consent or approval of the Required Lenders to the taking or refraining from taking any action hereunder, such the Collateral Agent shall send notice thereof to each Lender. Each The Collateral Agent shall promptly notify each Lender any time that the Required Lenders have instructed such the Collateral Agent to act or refrain from acting pursuant hereto.

Nature of Duties. The Agents shall have no duties or responsibilities except those expressly set forth in this Agreement or in the other Loan Documents. The duties of the Agents shall be mechanical and administrative in nature. The Agents shall not have by reason of this Agreement or any other Loan Document a fiduciary relationship in respect of any Lender. Nothing in this Agreement or any other of the Loan DocumentDocuments, express or implied, is intended to or shall be construed to impose upon the Agents any obligations in respect of this Agreement or any other of the Loan Document Documents except as expressly set forth herein or therein. Each Lender shall make its own independent investigation of the financial condition and affairs of the Loan Parties in connection with the making and the continuance of the Loans hereunder and shall make its own appraisal of the creditworthiness of the Loan Parties and the value of the Collateral, and the Agents shall have no duty or responsibility, either initially or on a continuing basis, to provide any Lender with any credit or other information with respect thereto, whether coming into their its possession before the initial Loan hereunder or at any time or times thereafter, provided PROVIDED that, upon the reasonable request of a Lender, each Agent shall provide to such Lender any documents or reports delivered to such Agent by the Loan Parties pursuant to the terms of this Agreement or any other Loan Document. If any Agent seeks the consent or approval of the Required Lenders to the taking or refraining from taking any action hereunder, such Agent shall send notice thereof to each Lender. Each Agent shall promptly notify each Lender any time that the Required Lenders have instructed such Agent to act or refrain from acting pursuant hereto.

Nature of Duties. The Agents shall have no ---------------- duties or responsibilities except those expressly set forth in this Agreement or in the other Loan Documents. The duties of the Agents shall be mechanical and administrative in nature. The Agents shall not have by reason of this Agreement or any other Loan Document a fiduciary relationship in respect of any Lender. Nothing in this Agreement or any other Loan Document, express or implied, is intended to or shall be construed to impose upon the Agents any obligations in respect of this Agreement or any other Loan Document except as expressly set forth herein or therein. Each Lender shall make its own independent investigation of the financial condition and affairs of the Loan Parties in connection with the making and the continuance of the Loans hereunder and shall make its own appraisal of the creditworthiness of the Loan Parties and the value of the Collateral, and the Agents shall have no duty or responsibility, either initially or on a continuing basis, to provide any Lender with any credit or other information with respect thereto, whether coming into their possession before the initial Loan hereunder or at any time or times thereafter, provided that, -------- upon the reasonable request of a Lender, each Agent shall provide to such Lender any documents or reports delivered to such Agent by the Loan Parties pursuant to the terms of this Agreement or any other Loan Document. If any Agent seeks the consent or approval of the Required Lenders to the taking or refraining from taking any action hereunder, such Agent shall send notice thereof to each Lender. Each Agent shall promptly notify each Lender any time that the Required Lenders have instructed such Agent to act or refrain from acting pursuant hereto.

Nature of Duties. The Agents shall have no duties or responsibilities except those expressly set forth in this Agreement or in the other Loan Documents. The duties of the Agents Agent shall be mechanical and administrative in nature. The Agents Agent shall not have by reason of this Agreement or any other Loan Document a fiduciary relationship in respect of any Lender. Nothing in this Agreement or any other of the Loan DocumentDocuments, express or implied, is intended to or shall be construed to impose upon the Agents Agent any obligations in respect of this Agreement or any other of the Loan Document Documents except as expressly set forth herein or therein. Each Lender shall make its own independent investigation of the financial condition and affairs of the Loan Parties each Credit Party in connection with the making and the continuance extension of the Loans credit hereunder and shall make its own appraisal of the creditworthiness of the Loan Parties and the value of the Collateraleach Credit Party, and the Agents Agent shall have no duty or responsibility, either initially or on a continuing basis, to provide any Lender with any credit or other information with respect thereto, whether coming into their possession before the initial Loan hereunder or at any time or times thereafter, provided that, upon the reasonable request of a Lender, each thereto (other than as expressly required herein). Agent shall provide to such Lender any documents or reports delivered to such Agent by the Loan Parties pursuant promptly forward to the terms of this Agreement or Lenders all financial statements and other such other documents as expressly provided for herein; provided that Agent shall have no liability to any other Loan DocumentLender for any failure to deliver such information to any Lender. If any Agent seeks the consent or approval of the Required any Lenders to the taking or refraining from taking any action hereunder, such then Agent shall send notice thereof to each Lender. Each Agent shall promptly notify each Lender any time that the Required Requisite Lenders or Requisite Revolving Lenders have instructed such Agent to act or refrain from acting pursuant hereto.

Nature of Duties. The Agents Agent shall have no duties or responsibilities except those expressly set forth in this Agreement or in the other Loan Documents. The duties of the Agents Agent shall be mechanical and administrative in nature. The Agents Agent shall not have by reason of this Agreement or any other Loan Document a fiduciary relationship in respect of any Lender. Nothing in this Agreement or any other of the Loan DocumentDocuments, express or implied, is intended to or shall be construed to impose upon the Agents Agent any obligations in respect of this Agreement or any other of the Loan Document Documents except as expressly set forth herein or therein. Each Lender shall make its own independent investigation of the financial condition and affairs of the Loan Parties in connection with the making and the continuance of the Loans hereunder and shall make its own appraisal of the creditworthiness of the Loan Parties and the value of the Collateral, and the Agents Agent shall have no duty or responsibility, either initially or on a continuing basis, to provide any Lender with any credit or other information with respect thereto, whether coming into their its possession before the initial Loan Loans hereunder or at any time or times thereafter, provided that, upon the reasonable request of a Lender, each the Agent shall provide to such Lender any documents or reports delivered to such the Agent by the Loan Parties pursuant to the terms of this Agreement or any other Loan Document. If any the Agent seeks the consent or approval of the Required Lenders to the taking or refraining from taking any action hereunder, such the Agent shall send notice thereof to each Lender. Each The Agent shall promptly notify each Lender any time that the Required Lenders have instructed such the Agent to act or refrain from acting pursuant hereto.

Nature of Duties. The Agents Agent shall not have no any duties or responsibilities except those expressly set forth in this Agreement or in the other Loan Documents. The duties of the Agents Agent shall be mechanical and administrative in nature. The Agents Agent shall not have by reason of this Agreement or any other Loan Document a fiduciary relationship in respect of any LenderHolder. Nothing in this Agreement or any of the other Loan DocumentDocuments, express expressed or implied, is intended to or shall be construed to impose upon the Agents Agent any obligations in respect of this Agreement or any of the other Loan Document Documents except as expressly set forth herein or therein. Each Lender and each Issuing Bank shall make its own independent investigation of the financial condition and affairs of the Loan Parties each Borrower and its Affiliates in connection with the making and the continuance of the Loans hereunder and with the issuance of the Letters of Credit and shall make its own appraisal of the creditworthiness of the Loan Parties each Borrower and the value of the CollateralGuarantor initially and on a continuing basis, and the Agents Agent shall not have no any duty or responsibility, either initially or on a continuing basis, to provide any Lender Holder with any credit or other information with respect thereto, whether coming into their possession before the initial Loan hereunder or at any time or times thereafter, provided that, upon the reasonable request of a Lender, each Agent shall provide thereto (except for reports required to such Lender any documents or reports be delivered to such Agent by the Loan Parties pursuant to Agent under the terms of this Agreement or any other Loan DocumentAgreement). If any the Agent seeks the consent or approval of the Required Lenders to the taking or refraining from taking of any action hereunder, such the Agent shall send notice thereof to each Lender. Each The Agent shall promptly notify each Lender at any time that the Required Lenders so required hereunder have instructed such the Agent to act or refrain from acting pursuant hereto. As to any matters not expressly provided for by this Agreement (including, without limitation, enforcement or collection of the Notes or any amount payable under any provision of Article IV when due) or the other Loan Documents, the Agent shall not be required to exercise any discretion or take any action. Notwithstanding the foregoing, the Agent shall be required to act or refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Requisite Lenders (unless the instructions or consent of all of the Lenders is required hereunder or thereunder) and such instructions shall be binding upon all Lenders, Issuing Banks and Holders; provided, however, the Agent shall not be required to take any action which (i) the Agent reasonably believes will expose it to personal liability unless the Agent receives an indemnification satisfactory to it from the Lenders with respect to such action or (ii) is contrary to this Agreement, the other Loan Documents or applicable law.

Nature of Duties. The Agents No Administrative Agent-Related Person shall have no duties or responsibilities except those expressly set forth in this Agreement or in the other Loan DocumentsAgreement. The duties of the Agents Administrative Agent shall be mechanical and administrative in nature. The Agents shall not have by reason of this Agreement or any other Loan Document a fiduciary relationship in respect of any LenderEACH LENDER HEREBY ACKNOWLEDGES AND AGREES THAT THE ADMINISTRATIVE AGENT SHALL NOT HAVE, BY REASON OF THIS AGREEMENT OR ANY LOAN DOCUMENTS, A FIDUCIARY RELATIONSHIP TO OR IN RESPECT OF ANY LENDER. Nothing in this Agreement or in any other Loan Document, express expressed or implied, is intended to or shall be so construed as to impose upon the Agents any Administrative Agent-Related Person any obligations in respect of this the Agreement or any other Loan Document except as expressly set forth herein or therein. Each Lender shall make its own independent investigation of the financial condition and affairs of the Loan Parties Borrower in connection with the making and the continuance of the Loans hereunder and shall make its own appraisal of the creditworthiness of the Loan Parties and the value of the CollateralBorrower, and except to the Agents extent expressly set forth in this Agreement or any other Loan Documents, no Administrative Agent-Related Person shall have no any duty or responsibility, either initially or on a continuing basis, to provide any Lender with any credit or other information with respect thereto, whether coming into their its possession before making of the initial Loan hereunder Loans or at any time or times thereafter, provided that, upon the reasonable request of a Lender, each . The Administrative Agent shall provide to such Lender any documents or reports delivered to such Agent by the Loan Parties pursuant to the terms of this Agreement or any other Loan Document. If any Agent seeks the consent or approval of the Required Lenders to the taking or refraining from taking any action hereunder, such Agent shall send notice thereof to each Lender. Each Agent shall will promptly notify each Lender at any time that the Required Lenders have instructed such Agent it to act or refrain from acting pursuant heretoto Article VI.

Nature of Duties. The Agents shall have no duties or responsibilities except those expressly set forth in this Agreement or in the other Loan Documents. The duties of the Agents shall be mechanical and administrative in nature. The Agents shall not have by reason of this Agreement or any other Loan Document a fiduciary relationship in respect of any the Lender. Nothing in this Agreement or any other Loan Document, express or implied, is intended to or shall be construed to impose upon the Agents any obligations in respect of this Agreement or any other Loan Document except as expressly set forth herein or therein. Each The Lender shall make its own independent investigation of the financial condition and affairs of the Loan Parties Borrower in connection with the making and the continuance of the Loans hereunder and shall make its own appraisal of the creditworthiness of the Loan Parties Borrower and the value of the Collateral, and the Agents shall have no duty or responsibility, either initially or on a continuing basis, to provide any the Lender with any credit or other information with respect thereto, whether coming into their possession before the initial Loan hereunder or at any time or times thereafter, provided that, upon the reasonable request of a Lender, each Agent shall provide to such the Lender any documents or reports delivered to such Agent by the Loan Parties Borrower pursuant to the terms of this Agreement or any other Loan Document. If any Agent seeks the consent or approval of the Lender (or the Required Lenders Lenders, as applicable) to the taking or refraining from taking any action hereunder, such Agent shall send notice thereof to each Lenderthe Lender (or all Lenders, as applicable). Each Agent shall promptly notify each the Lender any time that the Required Lenders have Lender has instructed such Agent to act or refrain from acting pursuant hereto.

Nature of Duties. The Agents shall have no duties or responsibilities except those expressly set forth in this Agreement or in the other Loan Documents. The duties of the Agents shall be mechanical and administrative in nature. The None of Agents shall not have by reason of this Agreement or any other Loan Document a fiduciary relationship in respect of any LenderXxxxxx. Nothing in this Agreement or any other of the Loan DocumentDocuments, express or implied, is intended to or shall be construed to impose upon the Agents any obligations in respect of this Agreement or any other of the Loan Document Documents except as expressly set forth herein or therein. Each Lender shall make expressly acknowledges that none of Administrative Agent nor any of its own independent investigation respective officers, directors, employees, agents, attorneys-in-fact or Affiliates have made any representation or warranty to it and that no act by any Agent or any such Person hereafter taken, including any review of the financial condition and affairs of the Loan Parties in connection with the making Borrower, or its Subsidiaries, shall be deemed to constitute any representation or warranty by Administrative Agent to any Lender. Each Lender represents to Administrative Agent that (i) it has, independently and the continuance of the Loans hereunder without reliance upon Administrative Agent or any other Lender and shall make based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, properties, financial and other condition and creditworthiness of the Loan Parties Borrower and the value of the Collateralits Subsidiaries and made its own decision to enter into this Agreement and extend credit to Borrower hereunder, and (ii) it will, independently and without reliance upon Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the Agents time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action hereunder and under the other Loan Documents and to make such investigation as it deems necessary to inform itself as to the business, prospects, operations, properties, financial and other condition and creditworthiness of Borrower and its Subsidiaries. Administrative Agent shall have no duty or responsibility, either initially or on a continuing basis, to provide any Lender with any credit or other information with respect thereto, whether coming into their possession before the initial Loan hereunder or at any time or times thereafter, provided that, upon the reasonable request of a Lender, each Agent shall provide to such Lender any documents or reports delivered to such Agent by the Loan Parties pursuant to the terms of this Agreement or any thereto (other Loan Documentthan as expressly required herein). If any Administrative Agent seeks the consent or approval of the Required any Lenders to the taking or refraining from taking of any action hereunder, such then Administrative Agent shall send notice thereof to each Lender. Each Administrative Agent shall promptly notify each Lender any time that the Required Requisite Lenders have instructed such Administrative Agent to act or refrain from acting pursuant hereto.

Nature of Duties. The Agents Administrative Agent shall have no duties or responsibilities except those expressly set forth in this Agreement or in the other Loan Documents. The duties of the Agents Administrative Agent shall be mechanical and administrative in nature. The Agents Administrative Agent shall not have by reason of this Agreement or any other Loan Document a fiduciary relationship in respect of any Lender. Nothing in this Agreement or any other Loan Document, express or implied, is intended to or shall be construed to impose upon the Agents Administrative Agent any obligations in respect of this Agreement or any other Loan Document except as expressly set forth herein or therein. Each Lender shall make its own independent investigation of the financial condition and affairs of the Loan Parties in connection with the making and the continuance of the Loans hereunder and shall make its own appraisal of the creditworthiness of the Loan Parties and the value of the Collateral, and the Agents Administrative Agent shall have no duty or responsibility, either initially or on a continuing basis, to provide any Lender with any credit or other information with respect thereto, whether coming into their possession before the initial Loan hereunder or at any time or times thereafter, provided that, upon the reasonable request of a Lender, each Administrative Agent shall provide to such Lender any documents or reports delivered to such Administrative Agent by the Loan Parties pursuant to the terms of this Agreement or any other Loan Document. If any Administrative Agent seeks the consent or approval of the Required Lenders to the taking or refraining from taking any action hereunder, such Administrative Agent shall send notice thereof to each Lender. Each Administrative Agent shall promptly notify each Lender any time that the Required Lenders have instructed such Administrative Agent to act or refrain from acting pursuant hereto.

Nature of Duties. The Agents Agent shall have no duties or responsibilities except those expressly set forth in this Agreement or in the other Loan Documents. The duties of the Agents Agent shall be mechanical and administrative in nature. The Agents Agent shall not have by reason of this Agreement or any other Loan Document a fiduciary relationship in respect of any Lender. Nothing in this Agreement or any other Loan Document, express or implied, is intended to or shall be construed to impose upon the Agents Agent any obligations in respect of this Agreement or any other Loan Document except as expressly set forth herein or therein. Each Lender shall make its own independent investigation of the financial condition and affairs of the Loan Parties in connection with the making and the continuance of the Loans Term Loan hereunder and shall make its own appraisal of the creditworthiness of the Loan Parties and the value of the Collateral, and the Agents Agent shall have no duty or responsibility, either initially or on a continuing basis, to provide any Lender with any credit or other information with respect thereto, whether coming into their possession before the initial Term Loan hereunder or at any time or times thereafter, provided that, upon the reasonable request of a Lender, each the Agent shall provide to such Lender any documents or reports delivered to such the Agent by the Loan Parties pursuant to the terms of this Agreement or any other Loan Document. If any the Agent seeks the consent or approval of the Required Lenders to the taking or refraining from taking any action hereunder, such the Agent shall send notice thereof to each Lender. Each The Agent shall promptly notify each Lender any time that the Required Lenders have instructed such the Agent to act or refrain from acting pursuant hereto.

Nature of Duties. The Agents Agent shall have no duties or responsibilities except those expressly set forth in this Agreement or in the other Loan Documents. The duties of the Agents Agent shall be mechanical and administrative in nature. The Agents Neither the Agent nor the Lenders shall not have by reason of this Agreement or any other Loan Document a any fiduciary relationship in respect of any Lenderrelationship. Nothing in this Agreement or any other Loan Document, express or implied, is intended to or shall be construed to impose upon the Agents Agent or the Required Lenders any obligations in respect of this Agreement or any other Loan Document except as expressly set forth herein or therein. Each Lender shall make its own independent investigation of the financial condition and affairs of the Loan Parties in connection with the making and the continuance of the Loans Loan hereunder and shall make its own appraisal of the creditworthiness of the Loan Parties and the value of the Collateral, and neither the Agents Agent nor the Required Lenders shall have no any duty or responsibility, either initially or on a continuing basis, to provide any Lender with any credit or other information with respect thereto, whether coming into their its possession before the initial Loan hereunder or at any time or times thereafter; provided, provided that, upon the reasonable request of a Lender, each the Agent shall provide to such Lender any documents or reports delivered to such the Agent by the Loan Parties pursuant to the terms of this Agreement or any other Loan Document. If any Agent seeks the consent or approval of the Required Lenders to the taking or refraining from taking any action hereunder, such Agent shall send notice thereof to each Lender. Each Agent shall promptly notify each Lender any time that the Required Lenders have instructed such Agent to act or refrain from acting pursuant hereto.

Nature of Duties. The Agents Administrative Agent shall not have no any duties or responsibilities except those expressly set forth in this Agreement or in the other Loan Documents. The duties of the Agents Administrative Agent shall be mechanical and administrative in nature. The Agents Administrative Agent shall not have by reason of this Agreement or any other Loan Document a fiduciary relationship in respect of any LenderHolder. Nothing in this Agreement or any other of the Loan DocumentDocuments, express expressed or implied, is intended to or shall be construed to impose upon the Agents Administrative Agent any obligations in respect of this Agreement or any other of the Loan Document Documents except as expressly set forth herein or therein. Each Lender and each Issuing Bank shall make its own independent investigation of the financial condition and affairs of the Borrowers and other Loan Parties in connection with the making and the continuance of the Loans hereunder and with the issuance of the Letters of Credit and shall make its own appraisal of the creditworthiness credit worthiness of the Borrowers and the other Loan Parties initially and the value of the Collateralon a continuing basis, and the Agents Administrative Agent shall not have no any duty or responsibility, either initially or on a continuing basis, to provide any Lender Holder with any credit or other information with respect thereto, whether coming into their possession before the initial Loan hereunder or at any time or times thereafter, provided that, upon the reasonable request of a Lender, each Agent shall provide thereto (except for reports required to such Lender any documents or reports be delivered to such Agent by the Loan Parties pursuant to Administrative Agent under the terms of this Agreement or any other Loan DocumentAgreement). If any the Administrative Agent seeks the consent or approval of the Required Lenders to the taking or refraining from taking of any action hereunder, such the Administrative Agent shall send notice thereof to each Lender. Each The Administrative Agent shall promptly notify each Lender at any time that the Required Lenders so required hereunder have instructed such the Administrative Agent to act or refrain from acting pursuant hereto.

Nature of Duties. The Agents shall not have no any duties or responsibilities except those expressly set forth in this Agreement or in the other Loan Documents. The duties of the Agents shall be mechanical and administrative in nature. The Agents shall not have by reason of this Agreement or any other Loan Document a fiduciary relationship in respect of any LenderHolder. Nothing in this Agreement or any other of the Loan DocumentDocuments, express expressed or implied, is intended to or shall be construed to impose upon the Agents any obligations in respect of this Agreement or any other of the Loan Document Documents except as expressly set forth herein or therein. Each Lender shall make its own independent investigation of the financial condition and affairs of Stellex and the other Loan Parties in connection with the making and the continuance of the Loans hereunder and shall make its own appraisal of the creditworthiness credit worthiness of Stellex and the other Loan Parties initially and the value of the Collateralon a continuing basis, and the Agents shall not have no any duty or responsibility, either initially or on a continuing basis, to provide any Lender Holder with any credit or other information with respect thereto, whether coming into their possession before the initial Loan hereunder or at any time or times thereafter, provided that, upon the reasonable request of a Lender, each Agent shall provide thereto (except for reports required to such Lender any documents or reports be delivered to such Agent by the Loan Parties pursuant to Agents under the terms of this Agreement or any other Loan DocumentAgreement). If any Agent seeks the Agents seek the consent or approval of the Required Lenders to the taking or refraining from taking of any action hereunder, such Agent the Agents shall send notice thereof to each Lender. Each Agent The Agents shall promptly notify each Lender at any time that the Required Lenders so required hereunder have instructed such Agent the Agents to act or refrain from acting pursuant hereto.

Nature of Duties. The Credit Agents shall not have no any duties or responsibilities except those expressly set forth in this Agreement or in the other Loan Documents. The duties of the Credit Agents shall be mechanical and administrative in nature. The Credit Agents shall not have by reason of this Agreement or any other Loan Document a fiduciary relationship in respect of any LenderHolder. Nothing in this Agreement or any other of the Loan DocumentDocuments, express expressed or implied, is intended to or shall be construed to impose upon the Credit Agents any obligations in respect of this Agreement or any other of the Loan Document Documents except as expressly set forth herein or therein. Each Lender and each Issuing Bank shall make its own independent investigation of the financial condition and affairs of the Loan Parties Borrower and its Subsidiaries in connection with the making and the continuance of the Loans hereunder and with the issuance of the Letters of Credit and shall make its own appraisal of the creditworthiness of the Loan Parties Borrower and the value of the Collateralits Subsidiaries initially and on a continuing basis, and the Credit Agents shall not have no any duty or responsibility, either initially or on a continuing basis, to provide any Lender Holder with any credit or other information with respect thereto, whether coming into their possession before the initial Loan hereunder or at thereto (except for reports required to be delivered by any time or times thereafter, provided that, upon the reasonable request of a Lender, each Credit Agent shall provide to such Lender any documents or reports delivered to such Agent by the Loan Parties pursuant to under the terms of this Agreement or any other Loan DocumentAgreement). If any Credit Agent seeks the consent or approval of the Required Lenders to the taking or refraining from taking of any action hereunder, such Credit Agent shall send notice thereof to each Lender. Each The Collateral Agent shall promptly notify each Lender at any time that the Required Lenders so required hereunder have instructed such any Credit Agent to act or refrain from acting pursuant hereto.

Nature of Duties. The None of the Agents shall have no any duties or responsibilities except those expressly set forth in this Agreement or in the other Loan Documents. The duties of the Agents shall be mechanical and administrative in nature. The None of the Agents shall not have by reason of this Agreement or any other Loan Document a fiduciary relationship in respect of any Lender. Nothing in this Agreement or any other Loan Document, express or implied, is intended to or shall be construed to impose upon the Agents any obligations in respect of this Agreement or any other Loan Document except as expressly set forth herein or therein. Each Lender shall make its own independent investigation of the financial condition and affairs of the Loan Credit Parties in connection with the making and the continuance of the Loans hereunder and shall make its own appraisal of the creditworthiness of the Loan Credit Parties and the value of the Collateral, and none of the Agents shall have no any duty or responsibility, either initially or on a continuing basis, to provide any Lender with any credit or other information with respect thereto, whether coming into their possession before the initial Loan hereunder or at any time or times thereafter, provided that, upon the reasonable request of a Lender, each Agent shall provide to such Lender any documents or reports delivered to such Agent by the Loan Credit Parties pursuant to the terms of this Agreement or any other Loan Document. If any Agent seeks the consent or approval of the Required Lenders to the taking or refraining from taking any action hereunder, such Agent shall send notice thereof to each Lender. Each Agent shall promptly notify each Lender any time that the Required Lenders have instructed such Agent to act or refrain from acting pursuant hereto.

Nature of Duties. The Agents shall not have no any duties or responsibilities except those expressly set forth in this Agreement or in the other Loan Documents. The duties of the Agents shall be mechanical and administrative in nature. The Agents shall not have by reason of this Agreement or any other Loan Document a fiduciary relationship in respect of any LenderHolder. Nothing in this Agreement or any other of the Loan DocumentDocuments, express expressed or implied, is intended to or shall be construed to impose upon the Agents any obligations in respect of this Agreement or any other of the Loan Document Documents except as expressly set forth herein or therein. Each Lender shall make its own independent investigation of the financial condition and affairs of the Loan Borrower and the other Stellex Parties in connection with the making and the continuance of the Loans hereunder and shall make its own appraisal of the creditworthiness credit worthiness of the Loan Parties Borrower and the value of the Collateralother Stellex Parties initially and on a continuing basis, and the Agents shall not have no any duty or responsibility, either initially or on a continuing basis, to provide any Lender Holder with any credit or other information with respect thereto, whether coming into their possession before the initial Loan hereunder or at any time or times thereafter, provided that, upon the reasonable request of a Lender, each Agent shall provide thereto (except for reports required to such Lender any documents or reports be delivered to such Agent by the Loan Parties pursuant to Agents under the terms of this Agreement or any other Loan DocumentAgreement). If any Agent seeks the Agents seek the consent or approval of the Required Lenders to the taking or refraining from taking of any action hereunder, such Agent the Agents shall send notice thereof to each Lender. Each Agent The Agents shall promptly notify each Lender at any time that the Required Lenders so required hereunder have instructed such Agent the Agents to act or refrain from acting pursuant hereto.

Nature of Duties. The Agents shall have no duties or responsibilities except those expressly set forth in this Agreement or in the other Loan Documents. The duties of the Agents shall be mechanical and administrative in nature. The Agents shall not have by reason of this Agreement or any other Loan Document a fiduciary relationship in respect of any Lender. Nothing in this Agreement or any other Loan Document, express or implied, is intended to or shall be construed to impose upon the Agents any obligations in respect of this Agreement or any other Loan Document except as expressly set forth herein or therein. Each Lender shall make its own independent investigation of the financial condition and affairs of the Loan Parties in connection with the making and the continuance of the Revolving Loans hereunder and shall make its own appraisal of the creditworthiness of the Loan Parties and the value of the Collateral, and the Agents shall have no duty or responsibility, either initially or on a continuing basis, to provide any Lender with any credit or other information with respect thereto, whether coming into their possession before the initial Loan hereunder or at any time or times thereafter, provided that, upon the reasonable request of a Lender, each Agent shall provide to such Lender any documents or reports delivered to such Agent by the Loan Parties pursuant to the terms of this Agreement or any other Loan Document. If any Agent seeks the consent or approval of the Required Lenders to the taking or refraining from taking any action hereunder, such Agent shall send notice thereof to each Lender. Each Agent shall promptly notify each Lender any time that the Required Lenders have instructed such Agent to act or refrain from acting pursuant hereto.

Nature of Duties. The Agents Agent shall have no duties or responsibilities except those expressly set forth in this Agreement or in the other Loan Documents. The duties Except as expressly otherwise provided in this Agreement, the Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions which the Agent is expressly entitled to take or assert under this Agreement and the other Loan Documents, including, without limitation, (a) the determination of the Agents applicability of ineligibility criteria with respect to the calculation of the Maximum Revolver Amount, (b) the making of Agent Advances pursuant to Section 2.2(j), and (c) the exercise of remedies pursuant to Section 10.2, and any action so taken or not taken shall be mechanical and administrative in naturedeemed consented to by the Lenders. The Agents Agent shall not have by reason of this Agreement or any other Loan Document a fiduciary relationship in respect of any Lender. Nothing in this Agreement or any of the other Loan DocumentDocuments, express or implied, is intended to or shall be construed to impose upon the Agents Agent any obligations in respect of this Agreement or any of the other Loan Document Documents except as expressly set forth herein or therein. Each Lender shall make its own independent investigation of the financial condition and affairs of the Loan Parties each Borrower in connection with the making and the continuance of the Loans hereunder hereunder, and shall make its own appraisal of the creditworthiness of the Loan Parties and the value of the Collateraleach Borrower, and the Agents Agent shall have no duty or responsibility, either initially or on a continuing basis, to provide any Lender with any credit or other information with respect thereto, whether coming into their its possession before the initial Loan hereunder date of this Agreement or at any time or times thereafter; provided, provided that, upon that at the reasonable request of a any Lender, each the Agent shall provide request information of any Borrower on behalf of such Lender, to the extent that such Lender any documents or reports delivered does not independently have the right to make such Agent by request of the Loan Parties pursuant to the terms of this Agreement or any other Loan DocumentBorrower. If any the Agent seeks the consent or approval of the Required Majority Lenders to the taking or refraining from taking any action hereunder, such the Agent shall send notice thereof to each Lender. Each The Agent shall promptly notify each Lender (i) any time that the Required Agent becomes aware that an Event of Default has occurred and is continuing and (ii) any time that the Majority Lenders have instructed such the 84 Agent to act or refrain from acting pursuant hereto. The Agent may employ agents, co-agents and attorneys-in-fact and shall not be responsible to the Lenders or any Borrower, except as to money or securities received by it or its authorized agents, for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care.

Nature of Duties. The Agents Agent shall have no duties or responsibilities except those expressly set forth in this Agreement or in the other Loan Documents. The duties Except as expressly otherwise provided in this Agreement, the Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions which the Agent is expressly entitled to take or assert under this Agreement and the other Loan Documents, including, without limitation, (a) subject to the limitations upon the Agent's discretion described in the definitions of Eligible Accounts and Eligible Inventory, the determination of the Agents applicability of ineligibility criteria with respect to the calculation of the Maximum Revolver Amount and Individual Maximum Revolver Amounts, (b) the making of Agent Advances pursuant to Section 2.4(h), and (c) the exercise of remedies pursuant to Section 10.2, and any action so taken or not taken shall be mechanical and administrative in naturedeemed consented to by the Lenders. The Agents Agent shall not have by reason of this Agreement or any other Loan Document a fiduciary relationship in respect of any Lender. Nothing in this Agreement or any of the other Loan DocumentDocuments, express or implied, is intended to or shall be construed to impose upon the Agents Agent any obligations in respect of this Agreement or any of the other Loan Document Documents except as expressly set forth herein or therein. Each Lender shall make its own independent investigation of the financial condition and affairs of the Loan Parties Borrowers in connection with the making and the continuance of the Loans hereunder hereunder, and shall make its own appraisal of the creditworthiness of the Loan Parties and the value of the CollateralBorrowers, and the Agents Agent shall have no duty or responsibility, either initially or on a continuing basis, to provide any Lender with any credit or other information with respect thereto, whether coming into their its possession before the initial Loan hereunder date of this Agreement or at any time or times thereafter, other than written reports provided that, upon the reasonable request of a Lender, each Agent shall provide to such Lender any documents or reports delivered to such Agent by the Loan Parties Borrowers to the Agent pursuant to the terms of this Agreement or any other Loan DocumentAgreement. If any the Agent seeks the consent or approval of the Required Majority Lenders to the taking or refraining from taking any action hereunder, such the Agent shall send notice thereof to each Lender. Each The Agent shall promptly notify each Lender (1) any time that the Required Agent becomes aware that an Event of Default has occurred and is continuing and (2) any time that the Majority Lenders have instructed such the Agent to act or refrain from acting pursuant hereto. The Agent may employ agents, co-agents and attorneys-in-fact and shall not be responsible to the Lenders or the Borrowers, except as to money or securities received by it or its authorized agents, for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care.

Nature of Duties. The Agents Agent shall not have no any duties or responsibilities except those expressly set forth in this Agreement or in the other Loan Documents. The duties of the Agents Agent shall be mechanical and administrative in nature. The Agents Subject to the provisions of Sections 11.05 and 11.07, Agent shall administer the Loans in the same manner as it administers its own loans. Promptly following the effectiveness of this Agreement, Agent shall send to each Lender its originally executed Note and the executed original, to the extent the same are available in sufficient numbers, of each other Loan Document other than the Notes in favor of other Lenders and filed or recorded security document or instruments, with the latter to be held and retained by Agent for the benefit of all Lenders. Agent shall not have by reason of this Agreement or any other Loan Document a fiduciary relationship in respect of any Lender. Nothing in this Agreement or any other of the Loan DocumentDocuments, express expressed or implied, is intended to or shall be construed to impose upon the Agents Agent any obligations obligation in respect of this Agreement or any other of the Loan Document Documents except as expressly set forth herein or therein. Each Lender shall make its own independent investigation of the financial condition and affairs of the Loan Parties REIT, Borrower, each Guarantor Subpartnership and each Borrowing Base Property in connection with the making and the continuance of the Loans hereunder and shall make its own appraisal of the creditworthiness of the Loan Parties REIT, Borrower, each Guarantor Subpartnership and the value of the Collateraleach Borrowing Base Property, and the Agents and, except as specifically provided herein, Agent shall not have no any duty or responsibility, either initially or on a continuing basis, to provide any Lender with any credit or other information with respect thereto, whether coming into their its possession before the initial Loan hereunder Closing Date or at any time or times thereafter, provided that, upon the reasonable request of a Lender, each Agent shall provide to such Lender any documents or reports delivered to such Agent by the Loan Parties pursuant to the terms of this Agreement or any other Loan Document. If any Agent seeks the consent or approval of the Required Lenders to the taking or refraining from taking any action hereunder, such Agent shall send notice thereof to each Lender. Each Agent shall promptly notify each Lender any time that the Required Lenders have instructed such Agent to act or refrain from acting pursuant hereto.

Nature of Duties. The Agents In performing its functions and duties under this Agreement, Agent is acting solely on behalf of Lenders and its duties are administrative in nature and does not assume and shall not be deemed to have assumed, any obligation toward or relationship of agency or trust with or for Lenders, other than as expressly set forth herein and in the other Loan Documents, or the Credit Parties. Agent shall have no duties duties, obligations or responsibilities responsibilities, except those expressly set forth in this Agreement or in the other Loan Documents. The duties of the Agents shall be mechanical and administrative in nature. The Agents Agent shall not have by reason of this Agreement or any other Loan Document a fiduciary relationship in respect of any Lender. Nothing in this Agreement or any other Loan Document, express or implied, is intended to or shall be construed to impose upon the Agents any obligations in respect of this Agreement or any other Loan Document except as expressly set forth herein or therein. Each Lender shall make its own independent investigation of the financial condition and affairs of the Loan Credit Parties in connection with the making and the continuance extension of the Loans credit hereunder and shall make its own appraisal of the creditworthiness of the Loan Parties and the value of the CollateralCredit Parties. Except for information, notices, reports, and other documents expressly required to be furnished to Lenders by Agent hereunder or given to Agent for the Agents account of or with copies for Lenders, Agent shall have no duty or responsibility, either initially or on a continuing basis, to provide any Lender with any credit or other information with respect thereto, whether coming into their its possession before the initial Loan hereunder Closing Date or at any time or times thereafter, provided that, upon the reasonable request of a Lender, each Agent shall provide to such Lender any documents or reports delivered to such Agent by the Loan Parties pursuant to the terms of this Agreement or any other Loan Document. If any Agent seeks the consent or approval of the Required any Lenders to the taking or refraining from taking any action hereunder, such then Agent shall send prior written notice thereof to each Lender. Each Agent shall promptly notify (in writing) each Lender any time that the Required applicable percentage of Lenders have instructed such Agent to act or refrain from acting pursuant hereto.

Nature of Duties. The Credit Agents shall not have no any duties or responsibilities except those expressly set forth in this Agreement or in the other Loan Documents. The duties of the Credit Agents shall be mechanical and administrative in nature. The Credit Agents shall not have by reason of this Agreement or any other Loan Document a fiduciary relationship in respect of any LenderHolder. Nothing in this Agreement or any other of the Loan DocumentDocuments, express expressed or implied, is intended to or shall be construed to impose upon the Credit Agents any obligations in respect of this Agreement or any other of the Loan Document Documents except as expressly set forth herein or therein. Each Lender and each Issuing Bank shall make its own independent investigation of the financial condition and affairs of the Loan Parties Foamex and its Subsidiaries in connection with the making and the continuance of the Loans hereunder and with the issuance of the Letters of Credit and shall make its own appraisal of the creditworthiness of the Loan Parties each Borrower and the value of the CollateralBorrowers' Subsidiaries initially and on a continuing basis, and the Credit Agents shall not have no any duty or responsibility, either initially or on a continuing basis, to provide any Lender Holder with any credit or other information with respect thereto, whether coming into their possession before the initial Loan hereunder or at thereto (except for reports required to be delivered by any time or times thereafter, provided that, upon the reasonable request of a Lender, each Credit Agent shall provide to such Lender any documents or reports delivered to such Agent by the Loan Parties pursuant to under the terms of this Agreement or any other Loan DocumentAgreement). If any Credit Agent seeks the consent or approval of the Required Lenders to the taking or refraining from taking of any action hereunder, such Credit Agent shall send notice thereof to each Lender. Each The Collateral Agent shall promptly notify each Lender at any time that the Required Lenders so required hereunder have instructed such any Credit Agent to act or refrain from acting pursuant hereto.

Nature of Duties. The Agents shall have no duties or responsibilities except those expressly set forth in this Agreement or in the other Loan Documents. The duties of the Agents Agent shall be mechanical and administrative in nature. The Agents Agent shall not have by reason of this Agreement or any other Loan Document have a fiduciary relationship or other implied relationships in respect of any Lender, regardless of whether a Default or Event of Default exists hereunder. Nothing in this Agreement or any other of the Loan DocumentDocuments, express or implied, is intended to or shall be construed to impose upon the Agents Agent any obligations in respect of this Agreement or any other of the Loan Document Documents except as expressly set forth herein or therein. Furthermore, Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that Agent is required to exercise as directed in writing by the Requisite Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents). Each Lender shall make its own independent investigation of the financial condition and affairs of the Loan Parties each Credit Party in connection with the making and the continuance extension of the Loans credit hereunder and shall make its own appraisal of the creditworthiness of the Loan Parties and the value of the Collateraleach Credit Party, and the Agents Agent shall have no duty or responsibility, either initially or on a continuing basis, to provide any Lender with any credit or other information with respect theretothereto (other than as expressly required herein). Each Lender also acknowledges that it will, whether coming into their possession before the initial Loan hereunder or at any time or times thereafter, provided that, independently and without reliance upon the reasonable request of a Lender, each Agent shall provide to such Lender any documents or reports delivered to such Agent by the Loan Parties pursuant to the terms of this Agreement or any other Lender or any of their Affiliates and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan DocumentDocument or any related agreement or any document furnished hereunder or thereunder. If any Agent seeks the consent or approval of the Required any Lenders to the taking or refraining from taking any action hereunder, such then Agent shall send notice thereof use reasonable efforts to notify each Lender. Each Agent shall promptly notify each Lender not, except as expressly set forth herein and in the other Loan Documents, have any time duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Borrower or any of its Affiliates that is communicated to or obtained by the Required Person serving as the Agent or any of its Affiliates in any capacity. If any Loan Document or any other agreement or document entered into by Agent in connection with the Loans (including without limitation any landlord agreement or waiver), obligates the Agent to expend or advance or expend funds, Agent shall have no obligation to advance or expend any such funds until the Lenders have instructed such provided Agent with the funds necessary for Agent to act make such expenditures or refrain from acting pursuant heretoadvances.

Nature of Duties. The Agents Agent shall have no duties or responsibilities except those expressly set forth in this Agreement or in the other Loan Related Documents. The duties of the Agents Agent shall be mechanical and administrative in nature. The Agents Agent shall not have by reason of this Agreement or any other Loan Related Document a fiduciary relationship in respect of any Lender. Nothing in this Agreement or any other Loan Documentof the Related Documents, express or implied, is intended to or shall be construed to impose upon the Agents Agent any obligations in respect of this Agreement or any other Loan Document of the Related Documents except as expressly set forth herein or therein. Each Lender shall make its own independent investigation of the financial condition and affairs of the Loan Parties Borrower in connection with the making and the continuance of the Loans hereunder and with the issuance of the Letters of Credit and shall make its own appraisal of the creditworthiness of the Loan Parties and the value of the CollateralBorrower, and the Agents Agent shall have no duty or responsibility, either initially or on a continuing basis, to provide any Lender with any credit or other information with respect thereto, whether coming into their its possession before the initial Loan Credit Extension hereunder or at any time or times thereafter, provided that, upon the reasonable request of a Lender, each the Agent shall provide to such Lender any documents or reports delivered to such the Agent by the Loan Parties Borrower pursuant to the terms of this Agreement or any other Loan Related Document. If any the Agent seeks the consent or approval of the Required Majority Lenders to the taking or refraining from taking any action hereunder, such the Agent shall send notice thereof to each Lender. Each The Agent shall promptly notify each Lender any time that the Required Majority Lenders have instructed such the Agent to act or refrain from acting pursuant hereto.

Nature of Duties. The Agents shall have no duties or responsibilities except those expressly set forth in this Agreement or in the other Loan Documents. The duties of the Agents shall be mechanical and administrative in nature. The Agents Neither Agent shall not have by reason of this Agreement or any other Loan Document a fiduciary relationship in respect of any LenderLender or the other Agent. Nothing in this Agreement or any other Loan Document, express or implied, is intended to or shall be construed to impose upon the Agents any obligations in respect of this Agreement or any other Loan Document except as expressly set forth herein or therein. Each Lender shall make its own independent investigation of the financial condition and affairs of the Loan Parties in connection with the making and the continuance of the Loans hereunder and shall make its own appraisal of the creditworthiness of the Loan Parties and the value of the Collateral, and the Agents shall have no duty or responsibility, either initially or on a continuing basis, to provide any Lender with any credit or other information with respect thereto, whether coming into their possession before the initial Loan hereunder or at any time or times thereafter, provided that, upon the reasonable request of a Lender, each Agent shall provide to such Lender any documents or reports delivered to such Agent by the Loan Parties pursuant to the terms of this Agreement or any other Loan Document. If any Agent seeks the consent or approval of the Required Lenders to the taking or refraining from taking any action hereunder, such Agent shall send notice thereof to each Lender. Each Agent shall promptly notify each Lender any time that the Required Lenders have instructed such Agent to act or refrain from acting pursuant hereto.

Nature of Duties. The Agents shall have no duties or responsibilities except those expressly set forth in this Agreement or in the other Loan Documents. The duties of the Agents Agent and Funding Agent shall be mechanical and administrative in nature. The Agents Neither Agent nor Funding Agent shall not have by reason of this Agreement or any other Loan Document a fiduciary relationship in respect of any Lender. Nothing in this Agreement or any other of the Loan DocumentDocuments, express or implied, is intended to or shall be construed to impose upon the Agents Agent or Funding Agent any obligations in respect of this Agreement or any other of the Loan Document Documents except as expressly set forth herein or therein. Each Lender shall make its own independent investigation of the financial condition and affairs of the Loan Parties each Credit Party in connection with the making and the continuance extension of the Loans credit hereunder and shall make its own appraisal of the creditworthiness of the Loan Parties each Credit Party and the value of the Collateral, and the Agents neither Agent nor Funding Agent shall have no any duty or responsibility, either initially or on a continuing basis, to provide any Lender with any credit or other information with respect thereto, whether coming into their possession before the initial Loan hereunder or at any time or times thereafter, provided that, upon the reasonable request of a Lender, each Agent shall provide to such Lender any documents or reports delivered to such Agent by the Loan Parties pursuant to the terms of this Agreement or any thereto (other Loan Documentthan as expressly required herein). If any Agent or Funding Agent seeks the consent or approval of the Required any Lenders to the taking or refraining from taking any action hereunder, such then Agent and Funding Agent, as the case may be, shall send notice thereof to each applicable Lender. Each Agent and Funding Agent shall promptly notify each applicable Lender any time that the Required Lenders, and/or Required Revolving Lenders have instructed such Agent or Funding Agent, as the case may be, to act or refrain from acting pursuant hereto.

Nature of Duties. The Agents shall have no duties or responsibilities except those expressly set forth in this Agreement or in the other Loan Documents. The duties of the Agents shall be mechanical and administrative in nature. The Agents shall not have by reason of this Agreement or any other Loan Document a fiduciary relationship in respect of any Lender. Nothing in this Agreement or any other Loan Document, express or implied, is intended to or shall be construed to impose upon the Agents any obligations in respect of this Agreement or any other Loan Document except as expressly set forth herein or therein. Each Lender shall make its own independent investigation of the financial condition and affairs of the Loan Parties in connection with the making and the continuance of the Loans hereunder and shall make its own appraisal of the creditworthiness of the Loan Parties and the value of the Collateral, and the Agents shall have no duty or responsibility, either initially or on a continuing basis, to provide any Lender with any credit or other information with respect thereto, whether coming into their possession before the initial Loan hereunder or at any time or times thereafter, ; provided that, upon the reasonable request of a Lender, each Agent shall provide to such Lender any documents or reports delivered to such Agent by the Loan Parties pursuant to the terms of this Agreement or any other Loan Document. If any Agent seeks the consent or approval of the Required Lenders to the taking or refraining from taking any action hereunder, such Agent shall send notice thereof to each Lender. Each Agent shall promptly notify each Lender any time that the Required Lenders have instructed such Agent to act or refrain from acting pursuant hereto.

Nature of Duties. The Agents Agent shall have no duties or responsibilities except those expressly set forth in this Agreement or in the other Loan Related Documents. The duties of the Agents Agent shall be mechanical and administrative in nature. The Agents Agent shall not have by reason of this Agreement or any other Loan Related Document a fiduciary relationship in respect of any Lender. Nothing in this Agreement or any other Loan Documentof the Related Documents, express or implied, is intended to or shall be construed to impose upon the Agents Agent any obligations in respect of this Agreement or any other Loan Document of the Related Documents except as expressly set forth herein or therein. Each Lender shall make its own independent investigation of the financial condition and affairs of the Loan Parties Borrower in connection with the making and the continuance of the Loans hereunder and with the issuance of the Letters of Credit and shall make its own appraisal of the creditworthiness of the Loan Parties Borrower and the value of the Collateral, and the Agents Agent shall have no duty or responsibility, either initially or on a continuing basis, to provide any Lender with any credit or other information with respect thereto, whether coming into their its possession before the initial Loan Credit Extension hereunder or at any time or times thereafter, provided that, upon the reasonable request of a Lender, each the Agent shall provide to such Lender any documents or reports delivered to such the Agent by the Loan Parties Borrower pursuant to the terms of this Agreement or any other Loan Related Document. If any the Agent seeks the consent or approval of the Required Majority Lenders to the taking or refraining from taking any action hereunder, such the Agent shall send notice thereof to each Lender. Each The Agent shall promptly notify each Lender any time that the Required Majority Lenders have instructed such the Agent to act or refrain from acting pursuant hereto. Except as expressly set forth in Section 11.06 of this Agreement, no Co-Agent shall have any authority, duties or responsibilities solely by virtue of its status as a Co-Agent.

Nature of Duties. The Agents Agent shall have no duties or responsibilities except those expressly set forth in this Agreement or in the other Loan Documents. The duties of the Agents Agent shall be mechanical and administrative in nature. The Agents Agent shall not have by reason of this Agreement or any other Loan Document a fiduciary relationship in respect of any Lender. Nothing in this Agreement or any other Loan Document, express or implied, is intended to or shall be construed to impose upon the Agents Agent any obligations in respect of this Agreement or any other Loan Document except as expressly set forth herein or therein. Each Lender shall make its own independent investigation of the financial condition and affairs of the Loan Parties in connection with the making and the continuance of the Loans Term Loan hereunder and shall make its own appraisal of the creditworthiness of the Loan Parties and the value of the Collateral, and the Agents Agent shall have no duty or responsibility, either initially or on a continuing basis, to provide any Lender with any credit or other information with respect thereto, whether coming into their its possession before the initial Term Loan hereunder or at any time or times thereafter, provided that, upon the reasonable request of a Lender, each the Agent shall provide to such Lender any documents or reports delivered to such the Agent by the Loan Parties pursuant to the terms of this Agreement or any other Loan Document. If any the Agent seeks the consent or approval of the Required Lenders to the taking or refraining from taking any action hereunder, such the Agent shall send notice thereof to each Lender. Each The Agent shall promptly notify each Lender any time that the Required Lenders have instructed such the Agent to act or refrain from acting pursuant hereto.

Nature of Duties. (a) The Agents Administrative Agent shall not have no ---------------- any duties or responsibilities except those expressly set forth in this Agreement herein or in the other Loan Documents. The duties of the Agents Administrative Agent shall be mechanical and administrative in nature. The Agents Administrative Agent shall not have by reason of this Agreement or any other Loan Document hereof a fiduciary relationship in respect of any LenderHolder. Nothing herein or in this Agreement or any other of the Loan DocumentDocuments, express expressed or implied, is intended to or shall be construed to impose upon the Agents Administrative Agent any obligations in respect of this Agreement hereof or any other of the Loan Document Documents except as expressly set forth herein or therein. Each Lender and each Issuing Bank shall make its own independent investigation of the financial condition and affairs of the Loan Parties Borrowers and their Subsidiaries in connection with the making and the continuance of the Loans hereunder and with the issuance of the Letters of Credit and shall make its own appraisal of the creditworthiness of the Loan Parties Borrowers and the value of the Collateraltheir Subsidiaries initially and on a continuing basis, and the Agents Administrative Agent shall not have no any duty or responsibility, either initially or on a continuing basis, to provide any Lender Holder with any credit -129- or other information with respect thereto, whether coming into their possession before the initial Loan hereunder or at any time or times thereafter, provided that, upon the reasonable request of a Lender, each Agent shall provide thereto (except for reports required to such Lender any documents or reports be delivered to such Agent by the Loan Parties pursuant to Administrative Agent under the terms of this Agreement or any other Loan Documenthereof). If any the Administrative Agent seeks the consent or approval of the Required Lenders to the taking or refraining from taking of any action hereunder, such the Administrative Agent shall send notice thereof to each Lender. Each The Administrative Agent shall promptly notify each Lender at any time that the Required Lenders so required hereunder have instructed such the Administrative Agent to act or refrain from acting pursuant hereto.

Nature of Duties. The Agents shall have no duties or responsibilities except those expressly set forth in this Agreement or in the other Loan Note Documents. The duties of the Agents shall be mechanical mechanical, ministerial and administrative in nature. The Agents shall not have by reason of this Agreement or any other Loan Note Document a fiduciary relationship in respect of any LenderHolder. Nothing in this Agreement or any other Loan Note Document, express or implied, is intended to or shall be construed to impose upon the Agents any obligations in respect of this Agreement or any other Loan Note Document except as expressly set forth herein or therein. Each Lender Holder has made and shall make its own independent investigation of the financial condition and affairs of the Loan Parties Issuer in connection with the making issuance, funding or maintaining its Notes hereunder and the continuance of the Loans hereunder has made and shall make its own appraisal of the creditworthiness of the Loan Parties Issuer and the value of the Collateral, and the Agents shall have no duty or responsibility, either initially or on a continuing basis, to provide any Lender Holder with any credit or other information with respect thereto, whether coming into their possession before the initial Loan issuance of the Notes hereunder or at any time or times thereafter, provided that, upon the reasonable request of a LenderHolder, each Agent shall provide to such Lender Holder any documents or reports delivered to such Agent by the Loan Parties Issuer pursuant to the terms of this Agreement or any other Loan Note Document. If any Agent seeks the consent or approval of the Required Lenders Holders to the taking or refraining from taking any action hereunder, such Agent shall send notice thereof to each LenderHolder. Each Agent shall promptly notify each Lender Holder any time that the Required Lenders Holders have instructed such Agent to act or refrain from acting pursuant hereto.

Nature of Duties. The Agents Agent shall have no duties or responsibilities except those expressly set forth in this Agreement or in the other Loan Documents. The duties of the Agents Agent shall be mechanical and administrative in nature. The Agents Agent shall not have by reason of this Agreement or any other Loan Document a fiduciary relationship in respect of any Lender. Nothing in this Agreement or any other Loan Document, express or implied, is intended to or shall be construed to impose upon the Agents Agent any obligations in respect of this Agreement or any other Loan Document except as expressly set forth herein or therein. Each Lender shall make its own independent investigation of the financial condition and affairs of the Loan Parties Borrower in connection with the making and the continuance of the Loans Term Loan hereunder and shall make its own appraisal of the creditworthiness of the Loan Parties Borrower and the value of the Collateral, and the Agents Agent shall have no duty or responsibility, either initially or on a continuing basis, to provide any Lender with any credit or other information with respect thereto, whether coming into their its possession before the initial Term Loan hereunder or at any time or times thereafter, provided that, upon the reasonable request of a Lender, each the Agent shall provide to such Lender any documents or reports delivered to such the Agent by the Loan Parties Borrower pursuant to the terms of this Agreement or any other Loan Document. If any the Agent seeks the consent or approval of the Required Lenders to the taking or refraining from taking any action hereunder, such the Agent shall send notice thereof to each Lender. Each The Agent shall promptly notify each Lender any time that the Required Lenders have instructed such the Agent to act or refrain from acting pursuant hereto.

Nature of Duties. The Agents Neither Agent shall have no any duties or responsibilities except those expressly set forth in this Agreement or in the other Loan Documents. The duties of the Agents each Agent shall be mechanical and administrative in nature. The Agents Neither Agent shall not have by reason of this Agreement or any other Loan Document a fiduciary relationship in respect of any Lender. Nothing in this Agreement or any other Loan Document, express or implied, is intended to or shall be construed to impose upon the Agents either Agent any obligations in respect of this Agreement or any other Loan Document except as expressly set forth herein or therein. Each Lender shall make its own independent investigation of the financial condition and affairs of the Loan Parties in connection with the making and the continuance of the Loans hereunder and shall make its own appraisal of the creditworthiness of the Loan Parties and the value of the Collateral, and the Agents shall have no duty or responsibility, either initially or on a continuing basis, to provide any Lender with any credit or other information with respect thereto, whether coming into their its possession before the initial Loan hereunder or at any time or times thereafter, provided that, upon the reasonable request of a Lender, each Agent the Agents shall provide to such Lender any documents or reports delivered to such Agent the Agents by the Loan Parties pursuant to the terms of this Agreement or any other Loan Document. If any either Agent seeks the consent or approval of the Required Lenders to the taking or refraining from taking any action hereunder, such Agent shall send notice thereof to each Lender. Each Agent shall promptly notify each Lender any time that the Required Lenders have instructed such Agent to act or refrain from acting pursuant hereto.

Nature of Duties. The Agents Agent shall have no duties or responsibilities except those expressly set forth in this Agreement or in the other Loan Documents. The duties of the Agents Agent shall be mechanical and administrative in nature. The Agents Agent shall not have by reason of this Agreement or any other Loan Document a fiduciary relationship in respect of any Lender. Nothing in this Agreement or any other Loan Document, express or implied, is intended to or shall be construed to impose upon the Agents Agent any obligations in respect of this Agreement or any other Loan Document except as expressly set forth herein or therein. Each Lender shall make its own independent investigation of the financial condition and affairs of the Loan Credit Parties in connection with the making and the continuance of the Loans Term Loan hereunder and shall make its own appraisal of the creditworthiness of the Loan Credit Parties and the value of the Collateral, and the Agents Agent shall have no duty or responsibility, either initially or on a continuing basis, to provide any Lender with any credit or other information with respect thereto, whether coming into their its possession before the initial Term Loan hereunder or at any time or times thereafter, provided that, upon the reasonable request of a Lender, each the Agent shall provide to such Lender any documents or reports delivered to such the Agent by the Loan Credit Parties pursuant to the terms of this Agreement or any other Loan Document. If any the Agent seeks the consent or approval of the Required Lenders to the taking or refraining from taking any action hereunder, such the Agent shall send notice thereof to each Lender. Each The Agent shall promptly notify each Lender any time that the Required Lenders have instructed such the Agent to act or refrain from acting pursuant hereto.

Nature of Duties. The Agents Agent Bank shall not have no any duties or responsibilities except those expressly set forth in this Credit Agreement or in the other Loan Documents. The duties of the Agents Agent Bank shall be mechanical and administrative in nature. The Agents Subject to the provisions of Sections 9.05 and 9.07, Agent Bank shall administer the Credit Facility in the same manner as it administers its own loans. Promptly following the effectiveness of this Credit Agreement, Agent Bank shall send to each Lender a duplicate executed original, to the extent the same are available in sufficient numbers, of the Credit Agreement and a copy of each other Loan Document in favor of Lenders and a copy of the filed or recorded Security Documentation, with the originals of the latter to be held and retained by Agent Bank for the benefit of all Lenders. Agent Bank shall not have by reason of this Credit Agreement or any other Loan Document a fiduciary relationship in respect of any Lender. Nothing in this Credit Agreement or any other of the Loan DocumentDocuments, express expressed or implied, is intended to or shall be construed to impose upon the Agents Agent Bank any obligations obligation in respect of this Credit Agreement or any other of the Loan Document Documents except as expressly set forth herein or therein. Each Lender shall make its own independent investigation of the financial condition and affairs of the Loan Parties Borrower, Guarantor and the Collateral in connection with the making and the continuance of the Loans Credit Facility hereunder and shall make its own appraisal of the creditworthiness of the Loan Parties Borrower, Guarantor and the value of the Collateral, and the Agents and, except as specifically provided herein, Agent Bank shall not have no any duty or responsibility, either initially or on a continuing basis, to provide any Lender with any credit or other information with respect thereto, whether coming into their its possession before the initial Loan hereunder Restatement Effective Date or at any time or times thereafter, provided that, upon the reasonable request of a Lender, each Agent shall provide to such Lender any documents or reports delivered to such Agent by the Loan Parties pursuant to the terms of this Agreement or any other Loan Document. If any Agent seeks the consent or approval of the Required Lenders to the taking or refraining from taking any action hereunder, such Agent shall send notice thereof to each Lender. Each Agent shall promptly notify each Lender any time that the Required Lenders have instructed such Agent to act or refrain from acting pursuant hereto.

Nature of Duties. The Agents Administrative Agent shall not have no any duties or responsibilities except those expressly set forth in this Agreement or in the other Loan Documents. The duties of the Agents Administrative Agent shall be mechanical and 123 administrative in nature. The Agents Administrative Agent shall not have by reason of this Agreement or any other Loan Document a fiduciary relationship in respect of any LenderHolder. Nothing in this Agreement or any other of the Loan DocumentDocuments, express expressed or implied, is intended to or shall be construed to impose upon the Agents Administrative Agent any obligations in respect of this Agreement or any other of the Loan Document Documents except as expressly set forth herein or therein. Each Lender and each Issuing Bank shall make its own independent investigation of the financial condition and affairs of the Borrowers and other Loan Parties in connection with the making and the continuance of the Loans hereunder and with the issuance of the Letters of Credit and shall make its own appraisal of the creditworthiness credit worthiness of the Borrowers and the other Loan Parties initially and the value of the Collateralon a continuing basis, and the Agents Administrative Agent shall not have no any duty or responsibility, either initially or on a continuing basis, to provide any Lender Holder with any credit or other information with respect thereto, whether coming into their possession before the initial Loan hereunder or at any time or times thereafter, provided that, upon the reasonable request of a Lender, each Agent shall provide thereto (except for reports required to such Lender any documents or reports be delivered to such Agent by the Loan Parties pursuant to Administrative Agent under the terms of this Agreement or any other Loan DocumentAgreement). If any the Administrative Agent seeks the consent or approval of the Required Lenders to the taking or refraining from taking of any action hereunder, such the Administrative Agent shall send notice thereof to each Lender. Each The Administrative Agent shall promptly notify each Lender at any time that the Required Lenders so required hereunder have instructed such the Administrative Agent to act or refrain from acting pursuant hereto.

Nature of Duties. The Agents Agent shall not have no any duties or responsibilities except those expressly set forth in this Agreement or in the other Loan Documents. The duties of the Agents Agent shall be mechanical and administrative in nature, consistent with its obligations hereunder. The Agents Subject to the provisions of Sections 11.5 and 11.7, Agent shall administer the Loans in the same manner as it administers its own loans. Agent shall not have by reason of this Agreement or any other Loan Document its designation as Agent a fiduciary relationship in respect of any Lender. Promptly upon execution by Borrower, Agent shall deliver to each Lender an original, executed Loan Note in the original principal amount of such Lender's Commitment payable to the order of such Lender. All original, executed Loan Documents other than the Loan Notes shall be retained by Agent. Agent will deliver, however, to each Lender a true, complete and correct copy of each Loan Document listed on the Closing Checklist. Nothing in this Agreement or any other of the Loan DocumentDocuments, express expressed or implied, is intended to or shall be construed to impose upon the Agents Agent any obligations obligation in respect of this Agreement or any other of the Loan Document Documents except as expressly set forth herein or therein. Agent shall not have by reason of this Agreement a fiduciary relationship with any Lender. Each Lender shall make its own independent investigation of the financial condition and affairs of the Loan Parties Borrower, the REIT, Paragon GP Holdings, Paragon LP Holdings and each Borrowing Base Property in connection with the making and the continuance of the Loans hereunder and shall make its own appraisal of the creditworthiness of the Loan Parties and the value of the CollateralBorrower, and the Agents and, except as specifically provided herein, Agent shall not have no any duty or responsibility, either initially or on a continuing basis, to provide any Lender with any credit or other information with respect thereto, whether coming into their its possession before the initial Loan hereunder Closing Date or at any time or times thereafter, provided that, upon the reasonable request of a Lender, each Agent shall provide to such Lender any documents or reports delivered to such Agent by the Loan Parties pursuant to the terms of this Agreement or any other Loan Document. If any Agent seeks the consent or approval of the Required Lenders to the taking or refraining from taking any action hereunder, such Agent shall send notice thereof to each Lender. Each Agent shall promptly notify each Lender any time that the Required Lenders have instructed such Agent to act or refrain from acting pursuant hereto.

Nature of Duties. The Agents Agent shall have no duties or responsibilities except those expressly set forth in this Agreement or in the other Loan Related Documents. The duties of the Agents Agent shall be mechanical and administrative in nature. The Agents Agent shall not have by reason of this Agreement or any other Loan Related Document a fiduciary relationship in respect of any Lender. Nothing in this Agreement or any other Loan Documentof the Related Documents, express or implied, is intended to or shall be construed to impose upon the Agents Agent any obligations in respect of this Agreement or any other Loan Document of the Related Documents except as expressly set forth herein or therein. Each Lender shall make its own independent investigation of the financial condition and affairs of the Loan Parties Borrowers in connection with the making and the continuance of the Loans hereunder and with the issuance of the Letters of Credit and shall make its own appraisal of the creditworthiness of the Loan Parties Borrowers and the value of the Collateral, and the Agents Agent shall have no duty or responsibility, either initially or on a continuing basis, to provide any Lender with any credit or other information with respect thereto, whether coming into their its possession before the initial Loan Credit Extension hereunder or at any time or times thereafter, provided that, upon the reasonable request of a Lender, each the Agent shall provide to such Lender any documents or reports delivered to such the Agent by the Loan Parties Borrowers pursuant to the terms of this Agreement or any other Loan Related Document. If any the Agent seeks the consent or approval of the Required Majority Lenders to the taking or refraining from taking any action hereunder, such the Agent shall send notice thereof to each Lender. Each The Agent shall promptly notify 101 109 each Lender any time that the Required Majority Lenders have instructed such the Agent to act or refrain from acting pursuant hereto.

Nature of Duties. The Agents Administrative Agent shall have no duties or responsibilities except those expressly set forth in this Agreement or in the other Loan Related Documents. The duties of the Agents Administrative Agent shall be mechanical and administrative in nature. The Agents Administrative Agent shall not have by reason of this Agreement or any other Loan Related Document a fiduciary relationship in respect of any Lender. Nothing in this Agreement or any other Loan Documentof the Related Documents, express or implied, is intended to or shall be construed to impose upon the Agents Administrative Agent any obligations in respect of this Agreement or any other Loan Document of the Related Documents except as expressly set forth herein or therein. Each Lender shall make its own independent investigation of the financial condition and affairs of the Loan Parties Borrower in connection with the making and the continuance of the Loans hereunder and with the issuance of the Letters of Credit and shall make its own appraisal of the creditworthiness of the Loan Parties Borrower and the value of the Collateral, and the Agents Administrative Agent shall have no duty or responsibility, either initially or on a continuing basis, to provide any Lender with any credit or other information with respect thereto, whether coming into their its possession before the initial Loan Credit Extension hereunder or at any time or times thereafter, provided that, upon the reasonable request of a Lender, each the Administrative Agent shall provide to such Lender any documents or reports delivered to such the Administrative Agent by the Loan Parties Borrower pursuant to the terms of this Agreement or any other Loan Related Document. If any the Administrative Agent seeks the consent or approval of the Required Majority Lenders to the taking or refraining from taking any action hereunder, such the Administrative Agent shall send notice thereof to each Lender. Each The Administrative Agent shall promptly notify each Lender any time that the Required Majority Lenders have instructed such the Administrative Agent to act or refrain retrain from acting pursuant hereto.

Nature of Duties. The Agents Administrative Agent shall not have no any duties or responsibilities except those expressly set forth in this Agreement herein or in the other Loan Documents. The duties of the Agents Administrative Agent shall be mechanical and administrative in nature. The Agents Administrative Agent shall not have by reason of this Agreement or any other Loan Document hereof a fiduciary relationship in respect of any LenderHolder. Nothing herein or in this Agreement or any other of the Loan DocumentDocuments, express expressed or implied, is intended to or shall be construed to impose upon the Agents Administrative Agent any obligations in respect of this Agreement hereof or any other of the Loan Document Documents except as expressly set forth herein or therein. Each Lender shall make its own independent investigation of the financial condition and affairs of the Loan Parties Borrower and its Subsidiaries in connection with the making and the continuance of the Loans hereunder and shall make its own appraisal of the creditworthiness of the Loan Parties Borrower and the value of the Collateralits Subsidiaries initially and on a continuing basis, and the Agents Administrative Agent shall not have no any duty or responsibility, either initially or on a continuing basis, to provide any Lender Holder with any credit or other information with respect thereto, whether coming into their possession before the initial Loan hereunder or at any time or times thereafter, provided that, upon the reasonable request of a Lender, each Agent shall provide thereto (except for reports required to such Lender any documents or reports be delivered to such Agent by the Loan Parties pursuant to Administrative Agent under the terms of this Agreement or any other Loan Documenthereof). If any the Administrative Agent seeks the consent or approval of any of the Required Lenders to the taking or refraining from taking of any action hereunder, such the Administrative Agent shall send notice thereof to each Lender. Each The Administrative Agent shall promptly notify each Lender at any time that the Required Lenders so required hereunder have instructed such the Administrative Agent to act or refrain from acting pursuant hereto. Each Lender hereby consents to the Administrative Credit Agreement Agent’s negotiation of and entry into the Intercreditor Agreement on such Lender’s behalf. Each Lender further authorizes the Administrative Agent to take actions under such Intercreditor Agreement on its behalf and agrees to be bound by the terms and conditions of such Intercreditor Agreement.

Nature of Duties. The Agents In performing its functions and duties under this Agreement, Agent is acting solely on behalf of Lenders, and its duties are administrative in nature, and does not assume and shall not be deemed to have assumed, any obligation toward or 92 relationship of agency or trust with or for Lenders, other than as expressly set forth herein and in the other Loan Documents, or Borrower. Agent shall have no duties duties, obligations or responsibilities except those expressly set forth in this Agreement or in the other Loan Documents. The duties of the Agents shall be mechanical and administrative in nature. The Agents Agent shall not have by reason of this Agreement or any other Loan Document a fiduciary relationship in respect of any Lender. Nothing in this Agreement or any other Loan Document, express or implied, is intended to or shall be construed to impose upon the Agents any obligations in respect of this Agreement or any other Loan Document except as expressly set forth herein or therein. Each Lender shall make its own independent investigation of the financial condition and affairs of the Loan Parties Borrower in connection with the making and the continuance extension of the Loans credit hereunder and shall make its own appraisal of the creditworthiness of Borrower. Except for information, notices, reports and other documents expressly required to be furnished to Lenders by Agent hereunder or given to Agent for the Loan Parties and the value account of the Collateralor with copies for Lenders, and the Agents Agent shall have no duty or responsibility, either initially or on a continuing basis, to provide any Lender with any credit or other information with respect thereto, whether coming into their its possession before the initial Loan hereunder Original Closing Date or at any time or times thereafter, provided that, upon the reasonable request of a Lender, each Agent shall provide to such Lender any documents or reports delivered to such Agent by the Loan Parties pursuant to the terms of this Agreement or any other Loan Document. If any Agent seeks the consent or approval of the Required any Lenders to the taking or refraining from taking any action hereunder, such then Agent shall send prior written notice thereof to each Lender. Each Agent shall promptly notify each Lender in writing any time that the Required applicable percentage of Lenders have instructed such Agent to act or refrain from acting pursuant hereto.

Nature of Duties. The Agents In performing its functions and duties under this Agreement, Agent is acting solely on behalf of Lenders and its duties are administrative in nature and Agent does not assume and shall not be deemed to have assumed any obligation toward, or relationship of agency or trust with or for, Lenders, other than as expressly set forth herein and in the other Loan Documents, or the Credit Parties. Agent shall have no duties duties, obligations or responsibilities except those expressly set forth in this Agreement or in the other Loan Documents. The duties of the Agents shall be mechanical and administrative in nature. The Agents Agent shall not have by reason of this Agreement or any other Loan Document a fiduciary relationship in respect of any Lender. Nothing in this Agreement or any other Loan Document, express or implied, is intended to or shall be construed to impose upon the Agents any obligations in respect of this Agreement or any other Loan Document except as expressly set forth herein or therein. Each Lender shall make its own independent investigation of the financial condition and affairs of the Loan Credit Parties in connection with the making and the continuance extension of the Loans credit hereunder and shall make its own appraisal of the creditworthiness of the Loan Parties and the value of the CollateralCredit Parties. Except for information, notices, reports, and other documents expressly required to be furnished to Lenders by Agent hereunder or given to Agent for the Agents account of or with copies for Lenders, Agent shall have no duty or responsibility, either initially or on a continuing basis, to provide any Lender with any credit or other information with respect thereto, whether coming into their its possession before the initial Loan hereunder Closing Date or at any time or times thereafter, provided that, upon the reasonable request of a Lender, each Agent shall provide to such Lender any documents or reports delivered to such Agent by the Loan Parties pursuant to the terms of this Agreement or any other Loan Document. If any Agent seeks the consent or approval of the Required any Lenders to the taking or refraining from taking any action hereunder, such then Agent shall send prior written notice thereof to each Lender. Each Agent shall promptly notify (in writing) each Lender any time that the Required applicable percentage of Lenders have instructed such Agent to act or refrain from acting pursuant hereto.

Nature of Duties. The Agents shall have no duties or responsibilities except those expressly set forth in this Agreement or in the other Loan Documents. The duties of the Agents shall be mechanical and administrative in nature. The Agents shall not have by reason of this Agreement or any other Loan Document a fiduciary relationship in respect of any Lender. Nothing in this Agreement or any other Loan Document, express or implied, is intended to or shall be construed to impose upon the Agents any obligations in respect of this Agreement or any other Loan Document except as expressly set forth herein or therein. Each Lender shall make its own independent investigation of the financial condition and affairs of the Loan Parties in connection with the making and the continuance of the Loans hereunder and shall make its own appraisal of the creditworthiness of the Loan Parties and the value of the Collateral, and the Agents shall have no duty or responsibility, either initially or on a continuing basis, to provide any Lender with any credit or other information with respect thereto, whether coming into their possession before the initial Loan hereunder or at any time or times thereafter, provided that, upon the reasonable request of a Senior Lender, each Agent shall provide to such Senior Lender any documents or reports delivered to such Agent by the Loan Parties pursuant to the terms of this Agreement or any other Loan Document. If any Agent seeks the consent or approval of the Required Lenders to the taking or refraining from taking any action hereunder, such Agent shall send notice thereof to each Senior Lender. Each Agent shall promptly notify each Senior Lender any time that the Required Lenders have instructed such Agent to act or refrain from acting pursuant hereto.

Nature of Duties. The Agents Agent shall have no duties or responsibilities except those expressly set forth in this Agreement or in the other Loan Documents. The duties of the Agents Agent shall be mechanical and administrative in nature. The Agents Agent shall not have by reason of this Agreement or any other Loan Document a fiduciary relationship in respect of any Lender. Nothing in this Agreement or any other of the Loan DocumentDocuments, express or implied, is intended to or shall be construed to impose upon the Agents Agent any obligations in respect of this Agreement or any other of the Loan Document Documents except as expressly set forth herein or therein. Each Lender shall make its own independent investigation of the financial condition and affairs of the Loan Parties Borrower in connection with the making and the continuance of the Loans hereunder and with the issuance of the Letters of Credit and shall make its own appraisal of the creditworthiness of the Loan Parties Borrower and the value of the Collateral, and the Agents Agent shall have no duty or responsibility, either initially or on a continuing basis, to provide any Lender with any credit or other information with respect thereto, whether coming into their its possession before the initial Loan Credit Extension hereunder or at any time or times thereafter, provided that, upon the reasonable request of a Lender, each the Agent shall provide to such Lender any documents or reports delivered to such the Agent by the Loan Parties Borrower pursuant to the terms of this Agreement or any other Loan Document. If any the Agent seeks the consent or approval of the Required Majority Lenders to the taking or refraining from taking any action hereunder, such the Agent shall send notice thereof to each Lender. Each The Agent shall promptly notify each Lender any time that the Required Majority Lenders have instructed such the Agent to act or refrain from acting pursuant hereto.

Nature of Duties. The Agents Agent shall have no duties or responsibilities except those expressly set forth in this Agreement or in the other Loan DocumentsFinancing Agreements. The duties of the Agents Agent shall be mechanical and administrative in nature. The Agents Agent shall not have by reason of this Agreement or any of the other Loan Document Financing Agreements a fiduciary relationship in respect of any Lender. Nothing in this Agreement or any of the other Loan DocumentFinancing Agreements, express or implied, is intended to or shall be construed to impose upon the Agents Agent any obligations in respect of this Agreement or any of the other Loan Document Financing Agreements except as expressly set forth herein or therein. Each Lender shall make its own independent investigation of the financial condition and affairs of the Loan Parties Borrowers, Guarantors and any other Obligor in connection with the making and the continuance of the Loans hereunder and the issuance of the Letter of Credit Accommodations and shall make its own appraisal of the creditworthiness of the Loan Parties Borrowers, Guarantors and any other Obligor and the value of the Collateral, and the Agents Agent shall have no duty or responsibility, either initially or on a continuing basis, to provide any Lender with any credit or other information with respect thereto, whether coming into their its possession before the initial Loan hereunder date hereof or at any time or times thereafterhereafter, provided provided, that, upon the reasonable request of a Lender, each Agent shall provide to such Lender any documents or reports delivered to such Agent by the Loan Parties Borrowers pursuant to the terms of this Agreement or any of the other Loan DocumentFinancing Agreements. If any Agent seeks the consent or approval of the Required Majority Lenders to the taking or refraining from taking any action hereunder, such Agent shall send notice thereof to each Lender. Each Agent shall promptly notify each Lender any time that the Required Majority Lenders have instructed such Agent to act or refrain from acting pursuant hereto.

Nature of Duties. The Agents Administrative Agent shall have no duties or responsibilities except those expressly set forth in this Agreement and the Security Documents. Neither the Administrative Agent nor any of its officers, directors, agents or employees shall be liable for any action taken or omitted by it or them hereunder or under any other Financing Document or in the other Loan Documentsconnection herewith or therewith, unless caused by its or their gross negligence or willful misconduct. The duties of the Agents Administrative Agent shall be mechanical and administrative in nature. The Agents ; the Administrative Agent shall not have by reason of this Agreement or any other Loan Document Financing Document, or by reason of the use of the term "agent" with reference to the Administrative Agent, a fiduciary relationship in respect of any Lender. Nothing Lender or the holder of any Note; and nothing in this Agreement or any other Loan Financing Document, express expressed or implied, is intended to or shall be so construed as to impose upon the Agents Administrative Agent any obligations in respect of this Agreement or any other Loan Financing Document except as expressly set forth herein herein. 10.3 Lack of Reliance on the Administrative Agent. Independently and without reliance upon the Administrative Agent or therein. Each any Lender, each Lender and each holder of any Note, to the extent it deems appropriate, has made and shall continue to make (i) its own independent investigation of the financial condition and affairs of the Loan Parties Borrower in connection with the making and the continuance of the Loans hereunder and shall make the taking or not taking of any action in connection herewith and (ii) its own appraisal of the creditworthiness of the Loan Parties and Borrower, except as expressly provided in this Agreement, neither the value of the Collateral, and the Agents Administrative Agent nor any Lender shall have no duty or responsibility, either initially or on a continuing basis, to provide any Lender or the holder of any Note with any credit or other information with respect thereto, whether coming into their its possession before the initial Loan hereunder making of the Loans or at any time or times thereafter. Neither the Administrative Agent nor any Lender shall not be responsible to any Lender or the holder of any Note for any recitals, provided thatstatements, upon information, representations or warranties herein or in any document, certificate or other writing delivered in connection herewith or for the reasonable request of a Lenderexecution, each Agent shall provide to such Lender any documents effectiveness, genuineness, validity, enforceability, perfection, collectibility, priority or reports delivered to such Agent by the Loan Parties pursuant to the terms sufficiency of this Agreement or any other Loan Document. If any Agent seeks Financing Document or the consent or approval financial condition of the Required Lenders Borrower or be required to make any inquiry concerning either the taking performance or refraining from taking observance of any action hereunderof the terms, such Agent shall send notice thereof to each Lenderprovisions or conditions of this Agreement or any other Financing Document, or the financial condition of the Borrower or the existence or possible existence of any Default or Event of Default. Each Agent shall promptly notify each Lender any time that the Required Lenders have instructed such Agent to act or refrain from acting pursuant hereto.10.4

Nature of Duties. The Agents Agent shall have no duties or responsibilities except those expressly set forth in this Agreement or in the other Loan Documents. The duties of the Agents Agent shall be mechanical and administrative in nature. The Agents Agent shall not have by reason of this Agreement or any other Loan Document Document, a fiduciary relationship in respect of any Lender. Nothing in this Agreement or any other Loan Document, express or implied, is intended to or shall be construed to impose upon the Agents Agent any obligations in respect of this Agreement or any other Loan Document except as expressly set forth herein or therein. Each Lender shall make its own independent investigation of the financial condition and affairs of the Loan Parties in connection with the making and the continuance of the Loans hereunder and shall make its own appraisal of the creditworthiness of the Loan Parties and the value of the Collateral, and the Agents Agent shall have no duty or responsibility, either initially or on a continuing basis, to provide any Lender with any credit or other information with respect thereto, whether coming into their its possession before the initial Loan hereunder or at any time or times thereafter, provided that, upon the reasonable request of a Lender, each the Agent shall provide to such Lender any documents or reports delivered to such the Agent by the Loan Parties pursuant to the terms of this Agreement or any other Loan Document. If any the Agent seeks the consent or approval of the Required Lenders to the taking or refraining from taking any action hereunder, such the Agent shall send notice thereof to each Lender. Each The Agent shall promptly notify each Lender any time that the Required Lenders have instructed such the Agent to act or refrain from acting pursuant hereto.

Nature of Duties. The Agents Agent shall have no duties or responsibilities except those expressly set forth in this Agreement or in the other Loan Documents. The duties Except as expressly otherwise provided in this Agreement, the Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions which the Agent is expressly entitled to take or assert under this Agreement and the other Loan Documents, including, without limitation, (a) the determination of the Agents applicability of ineligibility criteria with respect to the calculation of the Maximum Revolver Amount, (b) the making of Agent Advances pursuant to Section 2.2(j), and (c) the exercise of remedies pursuant to Section 10.2, and any action so taken or not taken shall be mechanical and administrative in naturedeemed consented to by the Lenders. The Agents Agent shall not have by reason of this Agreement or any other Loan Document a fiduciary relationship in respect of any Lender. Nothing in this Agreement or any of the other Loan DocumentDocuments, express or implied, is intended to or shall be construed to impose upon the Agents Agent any obligations in respect of this Agreement or any of the other Loan Document Documents except as expressly set forth herein or therein. Each Lender shall make its own independent investigation of the financial condition and affairs of the Loan Parties each Borrower in connection with the making and the continuance of the Loans hereunder hereunder, and shall make its own appraisal of the creditworthiness of the Loan Parties and the value of the Collateraleach Borrower, and the Agents Agent shall have no duty or responsibility, either initially or on a continuing basis, to provide any Lender with any credit or other information with respect thereto, whether coming into their its possession before the initial Loan hereunder date of this Agreement or at any time or times thereafter; provided, provided that, upon that at the reasonable request of a any Lender, each the Agent shall provide request information of any Borrower on behalf of such Lender, to the extent that such Lender any documents or reports delivered does not independently have the right to make such Agent by request of the Loan Parties pursuant to the terms of this Agreement or any other Loan DocumentBorrower. If any the Agent seeks the consent or approval of the Required Majority Lenders to the taking or refraining from taking any action hereunder, such the Agent shall send notice thereof to each Lender. Each The Agent shall promptly notify each Lender (i) any time that the Required Agent becomes aware that an Event of Default has occurred and is continuing and (ii) any time that the Majority Lenders have instructed such the Agent to act or refrain from acting pursuant hereto. The Agent may employ agents, co-agents and attorneys-in-fact and shall not be responsible to the Lenders or any Borrower, except as to money or securities received by it or its authorized agents, for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care.

Nature of Duties. The Agents Agent shall have no duties or responsibilities except those expressly set forth in this Agreement or in the other Loan Documents. The duties of the Agents Agent shall be mechanical and administrative in nature. The Agents Agent shall not have by reason of this Agreement or any other Loan Document a fiduciary relationship in respect of any Lender. Nothing in this Agreement or any other Loan Document, express or implied, is intended to or shall be construed to impose upon the Agents Agent any obligations in respect of this Agreement or any other Loan Document except as expressly set forth herein or therein. Each Lender shall make its own independent investigation of the financial condition and affairs of the Loan Parties in connection with the making and the continuance of the Loans hereunder and shall make its own appraisal of the creditworthiness of the Loan Parties and the value of the Collateral, and the Agents Agent shall have no duty or responsibility, either initially or on a continuing basis, to provide any Lender with any credit or other information with respect thereto, whether coming into their possession before the initial Loan hereunder or at any time or times thereafter, provided that, upon the reasonable request of a Lender, each the Agent shall provide to such Lender any documents or reports delivered to such the Agent by the Loan Parties pursuant to the DOC ID-17658041.29 terms of this Agreement or any other Loan Document. If any the Agent seeks the consent or approval of the Required Lenders to the taking or refraining from taking any action hereunder, such the Agent shall send notice thereof to each Lender. Each The Agent shall promptly notify each Lender any time that the Required Lenders have instructed such the Agent to act or refrain from acting pursuant hereto.

Nature of Duties. The Agents Agent shall have no duties or responsibilities except those expressly set forth in this Agreement or in the other Loan Documents. The Except to the extent that Agent has delegated authority to make decisions with respect to matters of loan administration and enforcement pursuant to this ARTICLE X and Section 12.02, the duties of the Agents Agent shall be mechanical and administrative in nature. The Agents Agent shall not have by reason of this Agreement or any other Loan Document a fiduciary relationship in respect of any Lender. Nothing in this Agreement or any other Loan Document, express or implied, is intended to or shall be construed to impose upon the Agents Agent any obligations in respect of this Agreement or any other Loan Document except as expressly set forth herein or therein. Each Lender shall make its own independent investigation of the financial condition and affairs of the Loan Parties in connection with the making and the continuance of the Loans hereunder and shall make its own appraisal of the creditworthiness of the Loan Parties and the value of the Collateral, and the Agents Agent shall have no duty or responsibility, either initially or on a continuing basis, to provide any Lender with any credit or other information with respect thereto, whether coming into their its possession before the initial Loan hereunder or at any time or times thereafter, provided that, upon the reasonable request of a Lender, each Agent shall provide to such Lender any documents or reports delivered to such Agent by the Loan Parties pursuant to the terms of this Agreement or any other Loan Document. If any Agent seeks the consent or approval of the Required Lenders to the taking or refraining from taking any action hereunder, such Agent shall send notice thereof to each Lender. Each Agent shall promptly notify each Lender any time that the Required Lenders have instructed such Agent to act or refrain from acting pursuant hereto.

Nature of Duties. The Agents shall have no duties or responsibilities except those expressly set forth in this Agreement or in the other Loan Documents. The duties of the Agents shall be mechanical and administrative in nature. The Agents shall not have by reason of this Agreement or any other Loan Document a fiduciary relationship in respect of any Lender. Nothing in this Agreement or any other Loan Document, express or implied, is intended to or shall be construed to impose upon the Agents any obligations in respect of this Agreement or any other Loan Document except as expressly set forth herein or therein. Each Lender shall make its own independent investigation of the financial condition and affairs of the Loan Parties in connection with the making and the continuance of the Loans hereunder and shall make its own appraisal of the creditworthiness of the Loan Parties and the value of the Collateral, and the Agents shall have no duty or responsibility, either initially or on a continuing basis, to provide any Lender with any credit or other information with respect thereto, whether coming into their possession before the initial Loan hereunder or at any time or times thereafter, provided that, upon the reasonable request of a Lender, each Agent shall provide to such Lender any documents or reports delivered to such Agent by the Loan Parties pursuant to the terms of this Agreement or any other Loan Document. If any Agent seeks the consent or approval of the Required Lenders to the taking or refraining from taking any action hereunder, such Agent shall send notice thereof to each Lender. Each 103 Agent shall promptly notify each Lender any time that the Required Lenders have instructed such Agent to act or refrain from acting pursuant hereto.

Nature of Duties. The Agents Administrative Agent shall not have no any duties or responsibilities except those expressly set forth in this Agreement or in the other Loan Documents. The duties of the Agents Administrative Agent shall be mechanical and administrative in nature. The Agents Subject to the provisions of Sections 11.5 and 11.7, Administrative Agent shall administer the Loans in the same manner as it administers its own loans. Promptly following the effectiveness of this Agreement, Administrative Agent shall send to each Lender its originally executed Loan Note and the executed original, to the extent the same are available in sufficient numbers, of each other Loan Document other than the Loan Notes in favor of other Lenders and filed or recorded security document or instruments, with the latter to be held and retained by Administrative Agent for the benefit of all Lenders and Designated Bid Lenders. Administrative Agent shall not have by reason of this Agreement or any other Loan Document a fiduciary relationship in respect of any Lender or Designated Bid Lender. Nothing in this Agreement or any other of the Loan DocumentDocuments, express expressed or implied, is intended to or shall be construed to impose upon the Agents Administrative Agent any obligations obligation in respect of this Agreement or any other of the Loan Document Documents except as expressly set forth herein or therein. Each Lender and Designated Bid Lender shall make its own independent investigation of the financial condition and affairs of the Loan Parties REIT, Borrower, each UPP Subpartnership and each Unencumbered Pool Property in connection with the making and the continuance of the Loans hereunder and shall make its own appraisal of the creditworthiness of the Loan Parties REIT, Borrower and the value of the Collateraleach Guarantor Subpartnership, and the Agents and, except as specifically provided herein, Administrative Agent shall not have no any duty or responsibility, either initially or on a continuing basis, to provide any Lender or Designated Bid Lender with any credit or other information with respect thereto, whether coming into their its possession before the initial Loan hereunder Closing Date or at any time or times thereafter, provided that, upon the reasonable request of a Lender, each Agent shall provide to such Lender any documents or reports delivered to such Agent by the Loan Parties pursuant to the terms of this Agreement or any other Loan Document. If any Agent seeks the consent or approval of the Required Lenders to the taking or refraining from taking any action hereunder, such Agent shall send notice thereof to each Lender. Each Agent shall promptly notify each Lender any time that the Required Lenders have instructed such Agent to act or refrain from acting pursuant hereto.

Nature of Duties. Independent Credit Investiqation. The Agents Agent shall have no duties or responsibilities except those expressly set forth in this Agreement or in and the other Loan Documents. The duties of the Agents Agent shall be mechanical and administrative in nature. The Agents ; the Agent shall not have by reason of this Agreement or any other Loan Document a fiduciary relationship in respect of any Lender. Nothing Bank; and nothing in this Agreement or any other Loan Document, express expressed or implied, is intended to or shall be so construed as to impose upon the Agents Agent any obligations in respect of this Agreement or any other Loan Document Document, except as expressly set forth herein or therein. Each Lender Bank expressly acknowledges (a) that the Agent has not made any representations or warranties to it and that no act by the Agent hereafter taken, including any review of the affairs of Borrower or any of its Subsidiaries, shall be deemed to constitute any representation or warranty by the Agent to any Bank; (b) that it has made and will make its own independent investigation of the financial condition and affairs of the Loan Parties in connection with the making and the continuance of the Loans hereunder and shall make its own appraisal of the creditworthiness of Borrower in connection with the making and continuance of the Loans hereunder; (c) that it has made its own independent investigation of the legal matters relating to this Agreement, the other Loan Parties Documents and the value of Notes to be issued to it pursuant to the Collateral, terms hereof; and (d) that the Agents Agent shall have no duty or responsibility, either initially or on a continuing basis, to provide any Lender Bank with any credit or other information with respect thereto, whether coming into their its possession before the initial making of a Loan hereunder or at any time or times thereafter, provided that, upon the reasonable request of a Lender, each Agent shall provide to such Lender any documents or reports delivered to such Agent by the Loan Parties pursuant to the terms of this Agreement or any other Loan Document. If any Agent seeks the consent or approval of the Required Lenders to the taking or refraining from taking any action hereunder, such Agent shall send notice thereof to each Lender. Each Agent shall promptly notify each Lender any time that the Required Lenders have instructed such Agent to act or refrain from acting pursuant hereto.

Nature of Duties. The Agents Agent shall not have no any duties or responsibilities except those expressly set forth in this Agreement or in the other Loan Documents. The duties of the Agents Agent shall be mechanical and administrative in nature. The Agents Agent shall not have by reason of this Agreement or any other Loan Document a fiduciary relationship in respect of any LenderHolder of Secured Obligations. Nothing in this Agreement or any of the other Loan DocumentDocuments, express expressed or implied, is intended to or shall be construed to impose upon the Agents Agent any obligations in respect of this Agreement or any of the other Loan Document Documents except as expressly set forth herein or therein. Each Lender Holder of Secured Obligations shall make its own independent investigation of the financial condition and affairs of the Loan Parties Borrower and its Subsidiaries in connection with the making and the continuance of the Loans and the issuance of Letters of Credit hereunder and the entering into any Eligible Hedging Contract and shall make its own appraisal of the creditworthiness of the Loan Parties Borrower and the value of the Collateralits Subsidiaries, and the Agents Agent shall not have no any duty or responsibility, either initially or on a continuing basis, to provide any Lender Holder of Secured Obligations with any credit or other information with respect thereto, whether coming into their its possession on or before the initial Loan hereunder Effective Date or at any time or times thereafter, provided that, upon . Each Lender and the reasonable request of a Lender, each Issuing Bank acknowledges that neither the Agent shall provide to such Lender any documents or reports delivered to such Agent by the Loan Parties pursuant nor counsel to the terms Agent nor any other Lender is providing any assurances, or shall have any responsibility, with respect to the ownership of this Agreement the Property or the absence of any prior Liens or defects of title, or the legality, sufficiency or effect of any mortgage, certificate or notice, or any other Loan Document. If document, or the validity, creation, perfection or priority of any Agent seeks the consent Lien, or approval of the Required Lenders as to the taking or refraining from taking any action hereunderdecision to request, such Agent shall send notice thereof to each Lender. Each Agent shall promptly notify each Lender any time that the Required Lenders have instructed such Agent to act or refrain from acting pursuant hereto.take, defer, omit or

Nature of Duties. The Agents shall have no duties or responsibilities except those expressly set forth in this Agreement or in the other Loan Documents. The duties of the Agents shall be mechanical and administrative in nature. The Agents shall not have by reason of this Agreement or any other Loan Document a fiduciary relationship in respect of any Lender. Nothing in this Agreement or any other Loan Document, express or implied, is intended to or shall be construed to impose upon the Agents any obligations in respect of this Agreement or any other Loan Document except as expressly set forth herein or therein. Each Lender shall make its own independent investigation of the financial condition and affairs of the Loan Parties in connection with the making and the continuance of the Loans hereunder and shall make its own appraisal of the creditworthiness of the Loan Parties and the value of the Collateral, and the Agents shall have no duty or responsibility, either initially or on a continuing basis, to provide any Lender with any credit or other information with respect thereto, whether coming into their possession before the initial Loan hereunder or at any time or times thereafter, provided that, upon the reasonable request of a Lender, each Agent shall provide to such Lender any documents or reports delivered to such Agent by the Loan Parties pursuant to the terms of this Agreement or any other Loan Document. If any Agent seeks the consent or approval of the Required Lenders to the taking or refraining from taking any action hereunder, such Agent shall send notice thereof to each LenderLender and the L/C Issuer. Each Agent shall promptly notify each Lender and the L/C Issuer any time that the Required Lenders have instructed such Agent to act or refrain from acting pursuant hereto.

Nature of Duties. The Agents Agent shall have no duties or responsibilities except those expressly set forth in this Agreement or in the other Loan DocumentsFinancing Agreements. The duties of the Agents Agent shall be mechanical and administrative in nature. The Agents Agent shall not have by reason of this Agreement or any of the other Loan Document Financing Agreements a fiduciary relationship in respect of any Lender. Nothing in this Agreement or any of the other Loan DocumentFinancing Agreements, express or implied, is intended to or shall be construed to impose upon the Agents Agent any obligations in respect of this Agreement or any of the other Loan Document Financing Agreements except as expressly set forth herein or therein. Each Lender shall make its own independent investigation of the financial condition and affairs of the Loan Parties Borrower, Guarantor and any other Obligor in connection with the making and the continuance of the Loans hereunder and the issuance of 140 the Letter of Credit Accommodations and shall make its own appraisal of the creditworthiness of the Loan Parties Borrower, Guarantor and any other Obligor and the value of the Collateral, and the Agents Agent shall have no duty or responsibility, either initially or on a continuing basis, to provide any Lender with any credit or other information with respect thereto, whether coming into their its possession before the initial Loan hereunder date hereof or at any time or times thereafterhereafter, provided provided, that, upon the reasonable request of a Lender, each Agent shall provide to such Lender any documents or reports delivered to such Agent by the Loan Parties Borrower pursuant to the terms of this Agreement or any of the other Loan DocumentFinancing Agreements. If any Agent seeks the consent or approval of the Required Majority Lenders to the taking or refraining from taking any action hereunder, such Agent shall send notice thereof to each Lender. Each Agent shall promptly notify each Lender any time that the Required Majority Lenders have instructed such Agent to act or refrain from acting pursuant hereto.

Nature of Duties. The Agents Agent shall have no duties or responsibilities except those expressly set forth in this Credit Agreement or in the other Loan Documents. The duties of the Agents Agent shall be mechanical and administrative in nature. The Agents Agent shall not have by reason of this Credit Agreement or any other Loan Document a fiduciary relationship in respect of any Lender. Nothing in this Credit Agreement or any other Loan Document, express or implied, is intended to or shall be construed to impose upon the Agents Agent any obligations in respect of this Credit Agreement or any other Loan Document except as expressly set forth herein or therein. Each Lender shall make its own independent investigation of the financial condition and affairs of the Loan Parties Borrower in connection with the making and the continuance of the Term Loans hereunder and shall make its own appraisal of the creditworthiness of the Loan Parties and the value of the CollateralBorrower, and the Agents Agent shall have no duty or responsibility, either initially or on a continuing basis, to provide any Lender with any credit or other information with respect thereto, whether coming into their possession before the initial Loan Term Loans hereunder or at any time or times thereafter, provided that, upon that the reasonable request of a Lender, each Agent shall provide to such each Lender any documents or reports delivered to such the Agent by the Loan Parties Borrower pursuant to the terms of this Credit Agreement or any other Loan Document. If any the Agent seeks the consent or approval of the Required Lenders to the taking or refraining from taking any action hereunder, such the Agent shall send notice thereof to each Lender. Each The Agent shall promptly notify each Lender any time that the Required Lenders have instructed such the Agent to act or refrain from acting pursuant hereto.

Nature of Duties. The Agents shall have no duties or responsibilities except those expressly set forth in this Agreement or in the other Loan Documents. The duties of the Agents shall be mechanical and administrative in nature. The Agents shall not have by reason of this Agreement or any other Loan Document a fiduciary relationship in respect of any Lender. Nothing in this Agreement or any other of the Loan DocumentDocuments, express or implied, is intended to or shall be construed to impose upon the Agents any obligations in respect of this Agreement or any other of the Loan Document Documents except as expressly set forth herein or therein. Each Lender shall make its own independent investigation of the financial condition and affairs of the Loan Parties Borrower and its Consolidated Subsidiaries in connection with the making and the continuance of the Loans hereunder and shall make its own appraisal of the creditworthiness of the Loan Parties Borrower and its Consolidated Subsidiaries and the value of the Collateral, and the Agents shall have no duty or responsibility, either initially or on a continuing basis, to provide any Lender with any credit or other information with respect thereto, whether coming into their possession before the initial Loan hereunder or at any time or times thereafter, provided that, upon the reasonable request of a Lender, each Agent shall provide to such Lender any documents or reports delivered to such Agent by the Loan Parties Borrower pursuant to the terms of this Agreement or any other Loan Document. If any Agent seeks the consent or approval of the Required Lenders to the taking or refraining from taking any action hereunder, such Agent shall send notice thereof to each Lender. Each Agent shall promptly notify each Lender any time that the Required Lenders have instructed such Agent to act or refrain from acting pursuant hereto.

Nature of Duties. The Agents shall have no duties or responsibilities except those expressly set forth in this Agreement or in the other Loan Documents. The duties of the Agents shall be mechanical and administrative in nature. The Agents shall not have by reason of this Agreement or any other Loan Document a fiduciary relationship in respect of any Lender. Nothing in this Agreement or any other Loan Document, express or implied, is intended to or shall be construed to impose upon the Agents any obligations in respect of this Agreement or any other Loan Document except as expressly set forth herein or therein. Each Lender shall make its own independent investigation of the financial condition and affairs of the Loan Parties Borrower and the Guarantors in connection with the making and the continuance of the Loans hereunder and shall make its own appraisal of the creditworthiness of the Loan Parties Borrower and the Guarantors and the value of the Collateral, and the Agents shall have no duty or responsibility, either initially or on a continuing basis, to provide any Lender with any credit or other information with respect thereto, whether coming into their possession before the initial Loan hereunder or at any time or times thereafter, provided that, upon the reasonable request of a Lender, each Agent shall provide to such Lender any documents or reports delivered to such Agent by the Loan Parties pursuant to the terms of this Agreement or any other Loan Document. If any Agent seeks the consent or approval of the Required Lenders to the taking or refraining from taking any action hereunder, such Agent shall send notice thereof to each Lender. Each Agent shall promptly notify each Lender any time that the Required Lenders have instructed such Agent to act or refrain from acting pursuant hereto.

Nature of Duties. The Agents shall not have no any duties or responsibilities except those expressly set forth in this Agreement or in the other Loan Documents. The duties of the Agents shall be mechanical and administrative in nature. The Agents shall not have by reason of this Agreement or any other Loan Document a fiduciary relationship in respect of any LenderHolder. Nothing in this Agreement or any other of the Loan DocumentDocuments, express expressed or implied, is intended to or shall be construed to impose upon the Agents any obligations in respect of this Agreement or any other of the Loan Document Documents except as expressly set forth herein or therein. Each Lender shall make its own independent investigation of the financial condition and affairs of the Borrower and the other Loan Parties in connection with the making and the continuance of the Loans hereunder and shall make its own appraisal of the creditworthiness credit worthiness of the Borrower and the other Loan Parties initially and the value of the Collateralon a continuing basis, and the Agents shall not have no any duty or responsibility, either initially or on a continuing basis, to provide any Lender Holder with any credit or other information with respect thereto, whether coming into their possession before the initial Loan hereunder or at any time or times thereafter, provided that, upon the reasonable request of a Lender, each Agent shall provide thereto (except for reports required to such Lender any documents or reports be delivered to such Agent by the Loan Parties pursuant to Agents under the terms of this Agreement or any other Loan DocumentAgreement). If any Agent seeks the Agents seek the consent or approval of the Required Lenders to the taking or refraining from taking of any action hereunder, such Agent the Agents shall send notice thereof to each Lender. Each Agent The Agents shall promptly notify each Lender at any time that the Required Lenders so required hereunder have instructed such Agent the Agents to act or refrain from acting pursuant hereto.

Nature of Duties. The Agents Administrative Agent shall not have no any duties or responsibilities except those expressly set forth in this Agreement or in the other Loan DocumentsAgreement. The duties of the Agents Administrative Agent shall be mechanical and administrative in nature. The Agents shall not have by reason of this Agreement or any other Loan Document a fiduciary relationship in respect of any LenderEACH LENDER HEREBY ACKNOWLEDGES AND AGREES THAT ADMINISTRATIVE AGENT SHALL NOT HAVE, BY REASON OF THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, A FIDUCIARY RELATIONSHIP TO OR IN RESPECT OF ANY LENDER. Nothing in this Agreement or any other of the Loan DocumentDocuments, express expressed or implied, is intended to or shall be so construed as to impose upon the Agents Administrative Agent any obligations in respect of this Agreement or any other of the Loan Document Documents except as expressly set forth herein or therein. Each Lender shall make its own independent investigation of the financial condition and affairs of the Loan Parties Borrower in connection with the making and the continuance of the Loans hereunder and shall make its own appraisal of the creditworthiness credit worthiness of the Loan Parties and the value of the CollateralBorrower, and the Agents Administrative Agent shall not have no any duty or responsibility, either initially or on a continuing basis, to provide any Lender with any credit or other information with respect thereto, whether coming into their its possession before making of the initial Loan hereunder Loans or at any time or times thereafter. Except as expressly set forth in the Loan Documents, provided that, upon the reasonable request of a Lender, each Administrative Agent shall provide not have any duty to such Lender disclose, and shall not be liable for the failure to disclose, any documents information relating to Borrower or reports delivered any of its Subsidiaries that is communicated to such Agent or obtained by the Loan Parties pursuant to the terms of this Agreement financial institution serving as Administrative Agent or any other Loan Documentof its Affiliates in any capacity. If any Administrative Agent seeks the consent or approval of the Required Lenders to the taking or refraining from taking any action hereunder, such Agent shall send notice thereof to each Lender. Each Agent shall will promptly notify each Lender at any time that the Required Lenders have instructed such Agent it to act or refrain from acting pursuant hereto.to Article X.

Nature of Duties. The Agents In performing its functions and duties under this Agreement, Agent is acting solely on behalf of Lenders and its duties are administrative in nature and does not assume and shall not be deemed to have assumed, any obligation toward or relationship of agency or trust with or for Lenders, other than as expressly set forth herein and in the other Loan Documents, or the Credit Parties. Agent shall have no duties duties, obligations or responsibilities responsibilities, except those expressly set forth in this Agreement or in the other Loan Documents. The duties of the Agents shall be mechanical and administrative in nature. The Agents Agent shall not have by reason of this Agreement or any other Loan Document a fiduciary relationship in respect of any Lender. Nothing in this Agreement Except for information, notices, reports, and other documents expressly required to be furnished to Lenders by Agent hereunder or any other Loan Documentgiven to Agent for the account of or with copies for Lenders, express or implied, is intended to or shall be construed to impose upon the Agents any obligations in respect of this Agreement or any other Loan Document except as expressly set forth herein or therein. Each each Lender shall make its own independent investigation of the financial condition and affairs of the Loan Credit Parties in connection with the making and the continuance extension of the Loans credit hereunder and shall make its own appraisal of the creditworthiness of the Loan Parties and the value of the CollateralCredit Parties, and the Agents Agent shall have no duty or responsibility, either initially or on a continuing basis, to provide any Lender with any credit or other information with respect thereto, whether coming into their its possession before the initial Loan hereunder Closing Date or at any time or times thereafter, provided that, upon the reasonable request of a Lender, each Agent shall provide to such Lender any documents or reports delivered to such Agent by the Loan Parties pursuant to the terms of this Agreement or any other Loan Document. If any Agent seeks the consent or approval of the Required any Lenders to the taking or refraining from taking any action hereunder, such then Agent shall send prior written notice thereof to each Lender. Each Agent shall promptly notify (in writing) each Lender any time that the Required applicable percentage of Lenders have instructed such Agent to act or refrain from acting pursuant hereto.

Nature of Duties. The Agents shall have no duties or responsibilities except those expressly set forth in this Agreement or in the other Loan Documents. The duties of the Agents shall be mechanical and administrative in nature. The Agents shall not have by reason of this Agreement or any other Loan Document a fiduciary relationship in respect of any Lender. Nothing in this Agreement or any other Loan Document, express or implied, is intended to or shall be construed to impose upon the Agents any obligations in respect of this Agreement or any other Loan Document except as expressly set forth herein or therein. Each Lender shall make its own independent investigation of the financial condition and affairs of the Parent and the Loan Parties in connection with the making and the continuance of the Loans hereunder and shall make its own appraisal of the creditworthiness of the Loan Parties and the value of the Collateral, and the Agents shall have no duty or responsibility, either initially or on a continuing basis, to provide any Lender with any credit or other information with respect thereto, whether coming into their possession before the initial Loan hereunder or at any time or times thereafter, provided that, upon the reasonable request of a Lender, each Agent shall provide to such Lender any documents or reports delivered to such Agent by the Parent or the Loan Parties pursuant to the terms of this Agreement or any other Loan Document. If any Agent seeks the consent or approval of the Required Lenders to the taking or refraining from taking any action hereunder, such Agent shall send notice thereof to each Lender. Each Agent shall promptly notify each Lender any time that the Required Lenders have instructed such Agent to act or refrain from acting pursuant hereto.

Nature of Duties. The Agents shall have no duties or responsibilities except those expressly set forth in this Agreement or in the other Loan Documents. The duties of the Agents shall be mechanical and administrative in nature. The Agents shall not have by reason of this Agreement or any other Loan Document a fiduciary relationship in respect of any Lender. Nothing in this Agreement or any other Loan Document, express or implied, is intended to or shall be construed to impose upon the Agents any obligations in respect of this Agreement or any other Loan Document except as expressly set forth herein or therein. Each Lender shall make its own independent investigation of the financial condition and affairs of the Loan Parties in connection with the making and the continuance of the Loans Term Loan hereunder and shall make its own appraisal of the creditworthiness of the Loan Parties and the value of the Collateral, and the Agents shall have no duty or responsibility, either initially or on a continuing basis, to provide any Lender with any credit or other information with respect thereto, whether coming into their possession before the initial Term Loan hereunder or at any time or times thereafter, provided that, upon the reasonable request of a Lender, each Agent shall provide to such Lender any documents or reports delivered to such Agent by the Loan Parties pursuant to the terms of this Agreement or any other Loan Document. If any Agent seeks the consent or approval of the Required Lenders to the taking or refraining from taking any action hereunder, such Agent shall send notice thereof to each Lender. Each Agent shall promptly notify each Lender any time that the Required Lenders have instructed such Agent to act or refrain from acting pursuant hereto.

Nature of Duties. The Agents Agent shall not have no any duties or ---------------- responsibilities except those expressly set forth in this Agreement or in the other Loan Documents. The duties of the Agents Agent shall be mechanical and administrative in nature. The Agents Agent shall not have by reason of this Agreement or any other Loan Document a fiduciary relationship in respect of any LenderSecured Party. Nothing in this Agreement or any other of the Loan DocumentDocuments, express expressed or implied, is intended to or shall be construed to impose upon the Agents Agent any obligations in respect of this Agreement or any of the other Loan Document Documents except as expressly set forth herein or therein. Each Lender and each Issuing Bank shall make its own independent investigation of the financial condition and affairs of the Loan Parties Borrower and Affiliates in connection with the making and the continuance of the Loans hereunder and with the issuance of the Letter of Credit and shall make its own appraisal of the creditworthiness of the Loan Parties Borrower and the value of the Collateraleach Guarantor initially and on a continuing basis, and the Agents Agent shall not have no any duty or responsibility, either initially or on a continuing basis, to provide any Lender Secured Party with any credit or other information with respect thereto, whether coming into their possession before the initial Loan hereunder or at any time or times thereafter, provided that, upon the reasonable request of a Lender, each Agent shall provide thereto (except for reports required to such Lender any documents or reports be delivered to such Agent by the Loan Parties pursuant to Agent under the terms of this Agreement or any other Loan DocumentAgreement). If any the Agent seeks the consent or approval of the Required Lenders to the taking or refraining from taking of any action hereunder, such the Agent shall send notice thereof to each Lender. Each The Agent shall promptly notify each Lender at any time that the Required Lenders so required hereunder have instructed such the Agent to act or refrain from acting pursuant hereto. As to any matters not expressly provided for by this Agreement (including, without limitation, enforcement or collection of the Notes or any amount payable under any provision of Article IV when due) or the other Loan ---------- Documents, the Agent shall not be required to exercise any discretion or take any action. Notwithstanding the foregoing, the Agent shall be required to act or refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Requisite Lenders (unless the instructions or consent of all of the Lenders is required hereunder or thereunder) and such instructions shall be binding upon all Lenders, Issuing Banks and Secured Parties of Notes; provided, however, the Agent shall not be required to take -------- ------- any action which (i) the Agent reasonably believes will expose it to personal liability unless the Agent receives an indemnification satisfactory to it from the Lenders with respect to such action or (ii) is contrary to this Agreement, the other Loan Documents or applicable law.

Nature of Duties. The Agents Agent shall have no duties or responsibilities except those expressly set forth in this Agreement or in the other Loan Related Documents. The duties of the Agents Agent shall be mechanical and administrative in nature. The Agents Agent shall not have by reason of this Agreement or any other Loan Related Document a fiduciary relationship in respect of any Lender. Nothing in this Agreement or any other Loan Documentof the Related Documents, express or implied, is intended to or shall be construed to impose upon the Agents Agent any obligations in respect of this Agreement or any other Loan Document of the Related Documents except as expressly set forth herein or therein. Each Lender shall make its own independent investigation of the financial condition and affairs of the Loan Parties Borrower in connection with the making and the continuance of the Loans hereunder and with the issuance of the Letters of Credit and shall make its own appraisal of the creditworthiness of the Loan Parties Borrower and the value of the Collateral, and the Agents Agent shall have no duty or responsibility, either initially or on a continuing basis, to provide any Lender with any credit or other information with respect thereto, whether coming into their its possession before the initial Loan Credit Extension hereunder or at any time or times thereafter, provided that, upon the reasonable request of a Lender, each the Agent shall provide to such Lender any documents or reports delivered to such the Agent by the Loan Parties Borrower pursuant to the terms of this Agreement or any other Loan Related Document. If any the Agent seeks the consent or approval of the Required Majority Lenders to the taking or refraining from taking any action hereunder, such the Agent shall send notice thereof to each Lender. Each The Agent shall promptly notify each Lender any time that the Required Majority Lenders have instructed such the Agent to act or refrain from acting pursuant hereto.

Nature of Duties. The None of the Agents shall have no any duties or responsibilities except those expressly set forth in this Agreement herein or in the other Loan Documents. The duties of the Agents shall be mechanical and administrative in nature. The None of the Agents shall not have by reason of this Agreement or any other Loan Document hereof have a fiduciary relationship in respect of any LenderHolder. Nothing herein or in this Agreement or any other of the Loan DocumentDocuments, express expressed or implied, is intended to or shall be construed to impose upon the Agents any Agent any obligations in respect of this Agreement hereof or any other of the Loan Document Documents except as expressly set forth herein or therein. Each Lender and each Issuing Bank shall make its own independent investigation of the financial condition and affairs of the Loan Parties Company and its Subsidiaries in connection with the making and the continuance of the Loans hereunder and with the Issuance of the Letters of Credit and shall make its own appraisal of the creditworthiness of the Loan Parties Company and the value of the Collateralits Subsidiaries initially and on a continuing basis, and none of the Agents shall have no any duty or responsibility, either initially or on a continuing basis, to provide any Lender Holder with any credit or other information with respect thereto, whether coming into their possession before the initial Loan hereunder or at thereto (except for reports required to be delivered by any time or times thereafter, provided that, upon the reasonable request of a Lender, each Agent shall provide to such Lender any documents or reports delivered to such Agent by the Loan Parties pursuant to under the terms of this Agreement or any other Loan Documenthereof). If any Agent seeks the consent or approval of any of the Required Lenders to the taking or refraining from taking of any action hereunder, such Agent shall send notice thereof to each Lender. Each The Administrative Agent shall promptly notify each Lender at any time that the Required Lenders so required hereunder have instructed such any Agent to act or refrain from acting pursuant hereto.

Nature of Duties. (a) The Agents Administrative Agent shall not have no ---------------- any duties or responsibilities except those expressly set forth in this Agreement herein or in the other Loan Documents. The duties of the Agents Administrative Agent shall be mechanical and administrative in nature. The Agents Administrative Agent shall not have by reason of this Agreement or any other Loan Document hereof a fiduciary relationship in respect of any LenderHolder. Nothing herein or in this Agreement or any other of the Loan DocumentDocuments, express expressed or implied, is intended to or shall be construed to impose upon the Agents Administrative Agent any obligations in respect of this Agreement hereof or any other of the Loan Document Documents except as expressly set forth herein or therein. Each Lender and each Issuing Bank shall make its own independent investigation of the financial condition and affairs of the Loan Parties Borrowers and their Subsidiaries in connection with the making and the continuance of the Loans hereunder and with the issuance of the Letters of Credit and shall make its own appraisal of the creditworthiness of the Loan Parties Borrowers and the value of the Collateraltheir Subsidiaries initially and on a continuing basis, and the Agents Administrative Agent shall not have no any duty or responsibility, either initially or on a continuing basis, to provide any Lender Holder with any credit or other information with respect thereto, whether coming into their possession before the initial Loan hereunder or at any time or times thereafter, provided that, upon the reasonable request of a Lender, each Agent shall provide thereto (except for reports required to such Lender any documents or reports be delivered to such Agent by the Loan Parties pursuant to Administrative Agent under the terms of this Agreement or any other Loan Documenthereof). If any the Administrative Agent seeks the consent or approval of the Required Lenders to the taking or refraining from taking of any action hereunder, such the Administrative Agent shall send notice thereof to each Lender. Each The Administrative Agent shall promptly notify each Lender at any time that the Required Lenders so required hereunder have instructed such the Administrative Agent to act or refrain from acting pursuant hereto.

Nature of Duties. The Agents Agent shall have no duties or responsibilities except those expressly set forth in this Agreement or in the other Loan Purchase Documents. The duties of the Agents Agent shall be mechanical and administrative in nature. The Agents Agent shall not have by reason of this Agreement or any other Loan Purchase Document a fiduciary relationship in respect of any LenderPurchaser. Nothing in this Agreement or any other Loan Purchase Document, express or implied, is intended to or shall be construed to impose upon the Agents Agent any obligations in respect of this Agreement or any other Loan Purchase Document except as expressly set forth herein or therein. Each Lender Purchaser shall make its own independent investigation of the financial condition and affairs of the Loan Issuer Parties in connection with the making and the continuance purchase of the Loans Notes hereunder and shall make its own appraisal of the creditworthiness of the Loan Issuer Parties and the value of the Collateral, and the Agents Agent shall have no duty or responsibility, either initially or on a continuing basis, to provide any Lender Purchaser with any credit or other information with respect thereto, whether coming into their its possession before the initial Loan hereunder date hereof or at any time or times thereafter, provided that, upon the reasonable request of a LenderPurchaser, each Agent shall provide to such Lender Purchaser any documents or reports delivered to such Agent by the Loan Issuer Parties pursuant to the terms of this Agreement or any other Loan Purchase Document. If any Agent seeks the consent or approval of the Required Lenders Purchasers to the taking or refraining from taking any action hereunder, such Agent shall send notice thereof to each LenderPurchaser. Each Agent shall promptly notify each Lender Purchaser any time that the Required Lenders Purchasers have instructed such Agent to act or refrain from acting pursuant hereto.

Nature of Duties. The Agents Agent shall have no duties or responsibilities except those expressly set forth in this Agreement or in the other Loan DocumentsFinancing Agreements. The duties of the Agents Agent shall be mechanical and administrative in nature. The Agents Agent shall not have by reason of this Agreement or any of the other Loan Document Financing Agreements a fiduciary relationship in respect of any Lender. Nothing in this Agreement or any of the other Loan DocumentFinancing Agreements, express or implied, is intended to or shall be construed to impose upon the Agents Agent any obligations in respect of this Agreement or any of the other Loan Document Financing Agreements except as expressly set forth herein or therein. Each Lender shall make its own independent investigation of the financial condition and affairs of the Loan Parties Borrower, Guarantors and any other Obligor in connection with the making and the continuance of the Loans hereunder and the issuance of the Letter of Credit Accommodations and shall make its own appraisal of the creditworthiness of the Loan Parties Borrower, Guarantors and any other Obligor and the value of the Collateral, and the Agents Agent shall have no duty or responsibility, either initially or on a continuing basis, to provide any Lender with any credit or other information with respect thereto, whether coming into their its possession before the initial Loan hereunder date hereof or at any time or times thereafterhereafter, provided provided, that, upon the reasonable request of a Lender, each Agent shall provide to such Lender any documents or reports delivered to such Agent by the Loan Parties Borrower pursuant to the terms of this Agreement or any of the other Loan DocumentFinancing Agreements. If any Agent seeks the consent or approval of the Required Majority Lenders to the taking or refraining from taking any action hereunder, such Agent shall send notice thereof to each Lender. Each Agent shall promptly notify each Lender any time that the Required Majority Lenders have instructed such Agent to act or refrain from acting pursuant hereto.

Nature of Duties. The Agents Agent shall have no duties or ---------------- responsibilities except those expressly set forth in this Agreement or in the other Loan Documents. The duties of the Agents Agent shall be mechanical and administrative in nature. The Agents Agent shall not have by reason of this Agreement or any other Loan Document a fiduciary relationship in respect of any Lender. Nothing in this Agreement or any other of the Loan DocumentDocuments, express or implied, is intended to or shall be construed to impose upon the Agents Agent any obligations in respect of this Agreement or any other of the Loan Document Documents except as expressly set forth herein or therein. Each Lender shall make its own independent investigation of the financial condition and affairs of the Loan Parties in connection with the making and the continuance of the Loans hereunder and shall make its own appraisal of the creditworthiness of the Loan Parties and the value of the Collateral, and the Agents Agent shall have no duty or responsibility, either initially or on a continuing basis, to provide any Lender with any credit or other information with respect thereto, whether coming into their its possession before the initial Loan hereunder or at any time or times thereafter, provided provided, that, upon -------- ---- the reasonable request of a Lender, each the Agent shall provide to such Lender any documents or reports delivered to such the Agent by the Loan Parties pursuant to the terms of this Agreement or any other Loan Document. If any the Agent seeks the consent or approval of the Required Lenders to the taking or refraining from taking any action hereunder, such the Agent shall send notice thereof to each Lender. Each The Agent shall promptly notify each Lender any time that the Required Lenders have instructed such the Agent to act or refrain from acting pursuant hereto.

Nature of Duties. The Agents Agent shall not have no any duties or responsibilities except those expressly set forth in this Agreement or in the other Loan Documents. The duties of the Agents Agent shall be mechanical and administrative in nature. The Agents Subject to the provisions of Sections 11.5 and 11.7, Agent shall administer the Loans in the same manner as it administers its own loans. Promptly following the effectiveness of this Agreement, Agent shall send to each Lender its originally executed Note and the executed original, to the extent the same are available in sufficient numbers, of each other Loan Document other than the Notes in favor of other Lenders and filed or recorded security document or instruments, if any, with the latter to 82 90 be held and retained by Agent for the benefit of all Lenders. Agent shall not have by reason of this Agreement or any other Loan Document a fiduciary relationship in respect of any Lender. Nothing in this Agreement or any other of the Loan DocumentDocuments, express expressed or implied, is intended to or shall be construed to impose upon the Agents Agent any obligations obligation in respect of this Agreement or any other of the Loan Document Documents except as expressly set forth herein or therein. Each Lender shall make its own independent investigation of the financial condition and affairs of the Loan Parties Borrower and each Unencumbered Pool Property in connection with the making and the continuance of the Loans hereunder and shall make its own appraisal of the creditworthiness of the Loan Parties Borrower and the value of the Collateraleach Guarantor Subsidiary, and the Agents and, except as specifically provided herein, Agent shall not have no any duty or responsibility, either initially or on a continuing basis, to provide any Lender with any credit or other information with respect thereto, whether coming into their its possession before the initial Loan hereunder Closing Date or at any time or times thereafter, provided that, upon the reasonable request of a Lender, each Agent shall provide to such Lender any documents or reports delivered to such Agent by the Loan Parties pursuant to the terms of this Agreement or any other Loan Document. If any Agent seeks the consent or approval of the Required Lenders to the taking or refraining from taking any action hereunder, such Agent shall send notice thereof to each Lender. Each Agent shall promptly notify each Lender any time that the Required Lenders have instructed such Agent to act or refrain from acting pursuant hereto.

Nature of Duties. The Agents Administrative Agent shall have no duties or responsibilities except those expressly set forth in this Agreement or in the other Loan Credit Documents. The duties of the Agents Administrative Agent shall be mechanical and administrative in nature. The Agents Administrative Agent shall not have by reason of this Agreement or any other Loan Credit Document a fiduciary relationship in respect of any Lender. Nothing in this Agreement or any other Loan Documentof the Credit Documents, express or implied, is intended to or shall be construed to impose upon the Agents Administrative Agent any obligations in respect of this Agreement or any other Loan Document of the Credit Documents except as expressly set forth herein or therein. Each Lender shall make its own independent investigation of the financial condition and affairs of the Loan Parties Companies in connection with the making and the continuance of the Loans hereunder and shall make its own appraisal of the creditworthiness of the Loan Parties Companies and the value of the Collateral, and the Agents Administrative Agent shall have no duty or responsibility, either initially or on a continuing basis, to provide any Lender with any credit or other information with respect thereto, whether coming into their its possession before the initial Loan hereunder or at any time or times thereafter, provided that, upon the reasonable request of a Lender, each the Administrative Agent shall provide to such Lender any documents or reports delivered to such the Administrative Agent by the Loan Parties Companies pursuant to the terms of this Agreement or any other Loan Credit Document. If any the Administrative Agent seeks the consent or approval of the Required Majority Lenders to the taking or refraining from taking any action hereunder, such the Administrative Agent shall send notice thereof to each Lender. Each The Administrative Agent shall promptly notify each Lender any time that the Required Majority Lenders have instructed such the Administrative Agent to act or refrain from acting pursuant hereto.

Nature of Duties. The Agents Agent shall have no duties or responsibilities except those expressly set forth in this Agreement or in the other Loan Documents. The duties of the Agents Agent shall be mechanical and administrative in nature. The Agents Agent shall not have by reason of this Agreement or any other Loan Document a fiduciary relationship in respect of any Lender. Nothing in this Agreement or any other Loan Document, express or implied, is intended to or shall be construed to impose upon the Agents Agent any obligations in respect of this Agreement or any other Loan Document except as expressly set forth herein or therein. Each Lender shall make its own independent investigation of the financial condition and affairs of the Loan Credit Parties in connection with the making and the continuance of the Loans Loan hereunder and shall make its own appraisal of the creditworthiness of the Loan Credit Parties and the value of the Collateral, and the Agents Agent shall have no duty or responsibility, either initially or on a continuing basis, to provide any Lender with any credit or other information with respect thereto, whether coming into their its possession before the initial making of the Loan hereunder or at any time or times thereafter, provided that, upon the reasonable request of a Lender, each the Agent shall provide to such Lender any documents or reports delivered to such the Agent by the Loan Parties any Credit Party pursuant to the terms of this Agreement or any other Loan Document. If any the Agent seeks the consent or approval of the Required Lenders to the taking or refraining from taking any action hereunder, such the Agent shall send notice thereof to each Lender. Each The Agent shall promptly notify each Lender any time that the Required Lenders have instructed such the Agent to act or refrain from acting pursuant hereto.

Nature of Duties. The Agents In performing its functions and duties under this Agreement, Agent is acting solely on behalf of Lenders and its duties are administrative in nature and does not assume and shall not be deemed to have assumed any obligation toward or relationship of agency or trust with or for Lenders, other than as expressly set forth herein and in the other Loan Documents, or Borrowers. Agent shall have no duties duties, obligations or responsibilities except those expressly set forth in this Agreement or in the other Loan Documents. The duties of the Agents shall be mechanical and administrative in nature. The Agents Agent shall not have by reason of this Agreement or any other Loan Document a fiduciary relationship in respect of any Lender. Nothing in this Agreement Except for information, notices, reports, and other documents expressly required to be furnished to Lenders by the Agent hereunder or any other Loan Documentgiven to the Agent for the account of or with copies for Lenders, express or implied, is intended to or shall be construed to impose upon the Agents any obligations in respect of this Agreement or any other Loan Document except as expressly set forth herein or therein. Each each Lender shall make its own independent investigation of the financial condition and affairs of the Loan Parties Borrowers in connection with the making and the continuance extension of the Loans credit hereunder and shall make its own appraisal of the creditworthiness of the Loan Parties and the value of the CollateralBorrower, and the Agents Agent shall have no duty or responsibility, either initially or on a continuing basis, to provide any Lender with any credit or other information with respect thereto, whether coming into their its possession before the initial Loan hereunder Closing Date or at any time or times thereafter, provided that, upon the reasonable request of a Lender, each Agent shall provide to such Lender any documents or reports delivered to such Agent by the Loan Parties pursuant to the terms of this Agreement or any other Loan Document. If any Agent seeks the consent or approval of the Required any Lenders to the taking or refraining from taking any action hereunder, such then Agent shall send prior written notice thereof to each Lender. Each Agent shall promptly notify (in writing) each Lender any time that the Required applicable percentage of Lenders have instructed such Agent to act or refrain from acting pursuant hereto.

Nature of Duties. The Agents Agent shall have no duties or responsibilities except those expressly set forth in this Agreement or in the other Loan Documents. The duties of the Agents Agent shall be mechanical and administrative in nature. The Agents Agent shall not have by reason of this Agreement or any other Loan Document a fiduciary relationship in respect of any Lender. Nothing in this Agreement or any other Loan Document, express or implied, is intended to or shall be construed to impose upon the Agents Agent any obligations in respect of this Agreement or any other Loan Document except as expressly set forth herein or therein. Each Lender shall make its own independent investigation of the financial condition and affairs of the Loan Parties in connection with the making and the continuance of the Loans hereunder and shall make its own appraisal of the creditworthiness of the Loan Parties and the value of the Collateral, and the Agents Agent shall have no duty or responsibility, either initially or on a continuing basis, to provide any Lender with any credit or other information with respect thereto, whether coming into their possession before the initial Loan hereunder or at any time or times thereafter, provided that, upon the reasonable written request of a Lender, each the Agent shall provide to such Lender any documents or reports delivered to such the Agent by the Loan Parties pursuant to the terms of this Agreement or any other Loan Document. If any the Agent seeks the consent or approval of the Required Lenders to the taking or refraining from taking any action hereunder, such the Agent shall send notice thereof to each Lender. Each The Agent shall promptly notify each Lender any time that the Required Lenders have instructed such the Agent to act or refrain from acting pursuant hereto. Without limiting the foregoing, it is understood that upon receipt by the Agent of any request, action or information for which the vote, or determination or direction of the Lenders is required in accordance with the terms hereof, the Agent agrees to promptly make such request, or provide such information, to the Lenders. The Agent may execute any of its duties under this Agreement and the other Loan Documents by or through agents or attorneys-in-fact and shall be entitled to rely on advice of counsel concerning all matters pertaining to such duties. The Agent shall not be responsible for the negligence or misconduct of any agents or attorneys-in-fact selected by it with reasonable care.

Nature of Duties. The Agents In performing its functions and duties under this Agreement, Agent is acting solely on behalf of Lenders, and its duties are administrative in nature, and does not assume and shall not be deemed to have assumed, any obligation toward or relationship of agency or trust with or for Lenders, other than as expressly set forth herein and in the other Loan Documents, or Borrower. Agent shall have no duties duties, obligations or responsibilities except those expressly set forth in this Agreement or in the other Loan Documents. The duties of the Agents shall be mechanical and administrative in nature. The Agents Agent shall not have by reason of this Agreement or any other Loan Document a fiduciary relationship in respect of any Lender. Nothing in this Agreement or any other Loan Document, express or implied, is intended to or shall be construed to impose upon the Agents any obligations in respect of this Agreement or any other Loan Document except as expressly set forth herein or therein. Each Lender shall make its own independent investigation of the financial condition and affairs of the Loan Parties Borrower in connection with the making and the continuance extension of the Loans credit hereunder and shall make its own appraisal of the creditworthiness of Borrower. Except for information, notices, reports and other documents expressly required to be furnished to Lenders by Agent hereunder or given to Agent for the Loan Parties and the value account of the Collateralor with copies for Lenders, and the Agents Agent shall have no duty or responsibility, either initially or on a continuing basis, to provide any Lender with any credit or other information with respect thereto, whether coming into their its possession before the initial Loan hereunder Closing Date or at any time or times thereafter, provided that, upon the reasonable request of a Lender, each Agent shall provide to such Lender any documents or reports delivered to such Agent by the Loan Parties pursuant to the terms of this Agreement or any other Loan Document. If any Agent seeks the consent or approval of the Required any Lenders to the taking or refraining from taking of any action hereunder, such then Agent shall send prior written notice thereof to each Lender. Each Agent shall promptly notify each Lender in writing any time that the Required Requisite Lenders or all Lenders, as applicable, have instructed such Agent to act or refrain from acting pursuant hereto.

Nature of Duties. The Agents shall have no duties or responsibilities except those expressly set forth in this Agreement or in the other Loan Documents. The duties of the Agents shall be mechanical and administrative in nature. The Agents shall not have by reason of this Agreement or any other Loan Document a fiduciary relationship in respect of any Lender. Nothing in this Agreement or any other Loan Document, express or implied, is intended to or shall be construed to impose upon the Agents any obligations in respect of this Agreement or any other Loan Document except as expressly set forth herein or therein. Each Lender shall make its own independent investigation of the financial condition and affairs of the Loan Parties in connection with the making and the continuance of the Loans Term Loan hereunder and shall make its own appraisal of the creditworthiness of the Loan Parties and the value of the Collateral, and the Agents shall have no duty or responsibility, either initially or on a continuing basis, to provide any Lender with any credit or other information with respect thereto, whether coming into their possession before the initial Term Loan is made hereunder or at any time or times thereafter, provided that, upon the reasonable request of a Lender, each Agent shall provide to such Lender any documents or reports delivered to such Agent by the Loan Parties pursuant to the terms of this Agreement or any other Loan Document. If any Agent seeks the consent or approval of the Required Lenders to the taking or refraining from taking any action hereunder, such Agent shall send notice thereof to each Lender. Each Agent shall promptly notify each Lender any time that the Required Lenders have instructed such Agent to act or refrain from acting pursuant hereto.

Nature of Duties. The Agents In performing its functions and duties under this Agreement, Agent is acting solely on behalf of Lenders and its duties are administrative in nature and does not assume and shall not be deemed to have assumed any obligation toward or relationship of agency or trust with or for Lenders, other than as expressly set forth herein and in the other Loan Documents, or Borrowers. Agent shall have no duties duties, obligations or responsibilities except those expressly set forth in this Agreement or in the other Loan Documents. The duties of the Agents shall be mechanical and administrative in nature. The Agents Agent shall not have by reason of this Agreement or any other Loan Document a fiduciary relationship in respect of any Lender. Nothing in this Agreement Except for information, notices, reports, and other documents expressly required to be furnished to Lenders by the Agent hereunder or any other Loan Documentgiven to the Agent for the account of or with copies for Lenders, express or implied, is intended to or shall be construed to impose upon the Agents any obligations in respect of this Agreement or any other Loan Document except as expressly set forth herein or therein. Each each Lender shall make its own independent investigation of the financial condition and affairs of the Loan Parties Borrowers in connection with the making and the continuance extension of the Loans credit hereunder and shall make its own appraisal of the creditworthiness of the Loan Parties and the value of the CollateralBorrowers, and the Agents Agent shall have no duty or responsibility, either initially or on a continuing basis, to provide any Lender with any credit or other information with respect thereto, whether coming into their its possession before the initial Loan hereunder Closing Date or at any time or times thereafter, provided that, upon the reasonable request of a Lender, each Agent shall provide to such Lender any documents or reports delivered to such Agent by the Loan Parties pursuant to the terms of this Agreement or any other Loan Document. If any Agent seeks the consent or approval of the Required any Lenders to the taking or refraining from taking any action hereunder, such then Agent shall send prior written notice thereof to each Lender. Each Agent shall promptly notify (in writing) each Lender any time that the Required applicable percentage of Lenders have instructed such Agent to act or refrain from acting pursuant hereto.

Nature of Duties. The Agents Agent shall have no duties or responsibilities except those expressly set forth in this Agreement or in the other Loan Related Documents. The duties of the Agents Agent shall be mechanical and administrative in nature. The Agents Agent shall not have by reason of this Agreement or any other Loan Related Document a fiduciary relationship in respect of any Lender. Nothing in this Agreement or any other Loan Documentof the Related Documents, express or implied, is intended to or shall be construed to impose upon the Agents Agent any obligations in respect of this Agreement or any other Loan Document of the Related Documents except as expressly set forth herein or therein. Each Lender shall make its own independent investigation of the financial condition and affairs of the Loan Parties Borrowers in connection with the making and the continuance of the Loans hereunder and with the issuance of the Letters of Credit and shall make its own appraisal of the creditworthiness of the Loan Parties Borrowers and the value of the Collateral, and the Agents Agent shall have no duty or responsibility, either initially or on a continuing basis, to provide any Lender with any credit or other information with respect thereto, whether coming into their its possession before the initial Loan Credit Extension hereunder or at any time or times thereafter, provided that, upon the reasonable request of a Lender, each the Agent shall provide to such Lender any documents or reports delivered to such the Agent by the Loan Parties Borrowers pursuant to the terms of this Agreement or any other Loan Related Document. If any the Agent seeks the consent or approval of the Required Majority Lenders to the taking or refraining from taking any action hereunder, such the Agent shall send notice thereof to each Lender. Each The Agent shall promptly notify each Lender any time that the Required Majority Lenders have instructed such the Agent to act or refrain from acting pursuant hereto.

Nature of Duties. The Agents Administrative Agent shall have no duties or responsibilities except those expressly set forth in this Agreement or in the other Loan Documents. The duties of the Agents Administrative Agent shall be mechanical and administrative in nature. The Agents Administrative Agent shall not have by reason of this Agreement or any other Loan Document a fiduciary relationship in respect of any Lender. Nothing in this Agreement or any other Loan Document, express or implied, is intended to or shall be construed to impose upon the Agents Administrative Agent any obligations in respect of this Agreement or any other Loan Document except as expressly set forth herein or therein. Each Lender shall make its own independent investigation of the financial condition and affairs of the Loan Parties and their Subsidiaries in connection with the making and the continuance of the Loans hereunder and shall make its own appraisal of the creditworthiness of the Loan Parties and their Subsidiaries and the value of the Collateral, and the Agents Administrative Agent shall have no duty or responsibility, either initially or on a continuing basis, to provide any Lender with any credit or other information with respect thereto, whether coming into their its possession before the initial Loan Loans hereunder or at any time or times thereafter, provided that, upon the reasonable request of a Lender, each Administrative Agent shall provide to such Lender any documents or reports delivered to such Administrative Agent by the Loan Parties or their Subsidiaries pursuant to the terms of this Agreement or any other Loan Document. If any Administrative Agent seeks the consent or approval of the Required Lenders to the taking or refraining from taking any action hereunder, such Administrative Agent shall send notice thereof to each Lender. Each Administrative Agent shall promptly notify each Lender any time that the Required Lenders have instructed such Administrative Agent to act or refrain from acting pursuant hereto.

Nature of Duties. The Agents Agent shall have no duties or responsibilities except those expressly set forth in this Agreement or in the other Loan Documents. The duties of the Agents Agent shall be mechanical and administrative in nature. The Agents Agent shall not have by reason of this Agreement or any other Loan Document a fiduciary relationship in respect of any Lender. Nothing in this Agreement or any other Loan Document, express or implied, is intended to or shall be construed to impose upon the Agents Agent any obligations in respect of this Agreement or any other Loan Document except as expressly set forth herein or therein. Each Lender shall make its own independent investigation of the financial condition and affairs of the Loan Parties in connection with the making and the continuance of the Loans Loan hereunder and shall make its own appraisal of the creditworthiness of the Loan Parties and the value of the Collateral, and the Agents Agent shall have no duty or responsibility, either initially or on a continuing basis, to provide any Lender with any credit or other information with respect thereto, whether coming into their its possession before the initial Loan hereunder or at any time or times thereafter, provided that, upon the reasonable request of a Lender, each the Agent shall provide to such Lender any documents or reports delivered to such the Agent by the Loan Parties pursuant to the terms of this Agreement or any other Loan Document. If any the Agent seeks the consent or approval of the Required Lenders to the taking or refraining from taking any action hereunder, such the Agent shall send notice thereof to each Lender. Each The Agent shall promptly notify each Lender any time that the Required Lenders have instructed such the Agent to act or refrain from acting pursuant hereto.

Nature of Duties. The Agents In performing its functions and duties under this Agreement, Agent is acting solely on behalf of Lenders, and its duties are administrative in nature, and does not assume and shall not be deemed to have assumed, any obligation toward or relationship of agency or trust with or for Lenders, other than as expressly set forth herein and in the other Loan Documents, or Borrower. Agent shall have no duties duties, obligations or responsibilities except those expressly set forth in this Agreement or in the other Loan Documents. The duties of the Agents shall be mechanical and administrative in nature. The Agents Agent shall not have by reason of this Agreement or any other Loan Document a fiduciary relationship in respect of any Lender. Nothing in this Agreement or any other Loan Document, express or implied, is intended to or shall be construed to impose upon the Agents any obligations in respect of this Agreement or any other Loan Document except as expressly set forth herein or therein. Each Lender shall make its own independent investigation of the financial condition and affairs of the Loan Parties Borrower in connection with the making and the continuance extension of the Loans credit hereunder and shall make its own appraisal of the creditworthiness of Borrower. Except for information, notices, reports and other documents expressly required to be furnished to Lenders by Agent hereunder or given to Agent for the Loan Parties and the value account of the Collateralor with copies for Lenders, and the Agents Agent shall have no duty or responsibility, either initially or on a continuing basis, to provide any Lender with any credit or other information with respect thereto, whether coming into their its possession before the initial Loan hereunder Closing Date or at any time or times thereafter, provided that, upon the reasonable request of a Lender, each Agent shall provide to such Lender any documents or reports delivered to such Agent by the Loan Parties pursuant to the terms of this Agreement or any other Loan Document. If any Agent seeks the consent or approval of the Required any Lenders to the taking or refraining from taking any action hereunder, such then Agent shall send prior written notice thereof to each Lender. Each Agent shall promptly notify each Lender in writing any time that the Required applicable percentage of Lenders have instructed such Agent to act or refrain from acting pursuant hereto.. 105