Common use of Liability of the Administrative Agent Clause in Contracts

Liability of the Administrative Agent. None of the Administrative Agent or any Agent-Related Person shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement and the other Loan Documents, except for its own gross negligence or willful misconduct. Without limiting the generality of the foregoing, the Administrative Agent: (a) may treat a Bank as such until the Administrative Agent receives an executed Assignment Agreement entered into between a Bank and an Eligible Assignee pursuant to Section 12.1 hereof; (b) may consult with legal counsel (including counsel for any Borrower), independent public accountants and other experts or consultants selected by it; (c) shall not be liable for any action taken or omitted to be taken in good faith by the Administrative Agent in accordance with the advice of counsel, accountants, consultants or experts; (d) shall make no warranty or representation to any Bank and shall not be responsible to any Bank for any recitals, statements, warranties or representations, whether written or oral, made in or in connection with this Agreement or the other Loan Documents; (e) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, obligations, covenants or conditions of this Agreement on the part of any Borrower or to inspect the property (including, without limitation, any books and records) of any Borrower; (f) shall not be responsible to any Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Loan Document or other support or security (including the validity, priority or perfection of any Lien), or any other document furnished in connection with any of the foregoing; and (g) shall incur no liability under or in respect of this Agreement or any other Loan Document by action upon any written notice, statement, certificate, order, telephone message, facsimile or other document which the Administrative Agent believes in good faith to be genuine and correct and to have been signed, sent or made by the proper Person.

Liability of the Administrative Agent. None of the Administrative Agent or any No Agent-Related Person shall (a) be liable to any Lender for any action taken or omitted to be taken by it or any of them under or in connection with this Agreement and the or any other Loan Documents, Document or the transactions contemplated hereby (except for its own gross negligence or willful misconduct. Without limiting , as determined by the generality final nonappealable judgment of the foregoinga court of competent jurisdiction, the Administrative Agent: (a) may treat a Bank as such until the Administrative Agent receives an executed Assignment Agreement entered into between a Bank and an Eligible Assignee pursuant to Section 12.1 hereof; in connection with its duties expressly set forth herein), or (b) may consult with legal counsel (including counsel be responsible in any manner to any Lender or Participant for any Borrower)recital, independent public accountants and statement, representation or warranty made by any Loan Party or any officer thereof, contained herein or in any other experts Loan Document, or consultants selected by it; (c) shall not be liable in any certificate, report, statement or other document referred to or provided for any action taken in, or omitted to be taken in good faith received by the Administrative Agent in accordance with the advice of counsel, accountants, consultants or experts; (d) shall make no warranty or representation to any Bank and shall not be responsible to any Bank for any recitals, statements, warranties or representations, whether written or oral, made in under or in connection with with, this Agreement or the any other Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document, or the perfection or priority of any Lien or security interest created or purported to be created under the Collateral Documents; (e) , or for any failure of any Loan Party or any other party to any Loan Document to perform its obligations hereunder or thereunder. No Agent-Related Person shall not have be under any duty obligation to any Lender or Participant to ascertain or to inquire as to the observance or performance or observance of any of the termsagreements contained in, obligations, covenants or conditions of this Agreement on the part of any Borrower or to inspect the property (includingof, without limitation, any books and records) of any Borrower; (f) shall not be responsible to any Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Loan Document Document, or other support to inspect the properties, books or security (including the validity, priority or perfection records of any Lien), Loan Party or any other document furnished in connection with Affiliate thereof. The Administrative Agent shall not be responsible or liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of the foregoing; and (gprofit) shall incur no liability under or in respect irrespective of this Agreement or any other Loan Document by action upon any written notice, statement, certificate, order, telephone message, facsimile or other document which whether the Administrative Agent believes has been advised of the likelihood of such loss or damage and regardless of the form of action. In no event shall the Administrative Agent be responsible or liable for any failure or delay in good faith the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, future changes in applicable law or regulation, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that the Administrative Agent shall use reasonable efforts consistent with accepted practices in the banking industry to be genuine and correct and to have been signed, sent or made by resume performance as soon as practicable under the proper Personcircumstances.

Liability of the Administrative Agent. None (a) The Administrative Agent when acting on behalf of any Secured Party, may execute any of its duties under this Credit Agreement or the other Fundamental Documents by or through its respective directors, officers, agents or employees and neither the Administrative Agent nor their respective directors, officers, agents or any Agent-Related Person employees shall be liable to the other Secured Parties or any of them for any action taken or omitted to be taken in good faith, nor be responsible to the other Secured Parties or to any of them for the consequences of any oversight or error of judgment, or for any loss, unless the same shall happen through its gross negligence or willful misconduct, as determined by a court of competent jurisdiction in a final non-appealable decision. The Administrative Agent and their respective directors, officers, agents, and employees shall in no event be liable to any of the other Secured Parties for any action taken or omitted to be taken by it or them under pursuant to instructions received by it from the Required Lenders or in connection reliance upon the advice of counsel selected by it with this Agreement and the other Loan Documents, except for its own gross negligence or willful misconductreasonable care. Without limiting the generality of the foregoing, the Administrative Agent: (a) may treat a Bank as such until neither the Administrative Agent receives an executed Assignment Agreement entered into between a Bank and an Eligible Assignee pursuant to Section 12.1 hereof; (b) may consult with legal counsel (including counsel for nor any Borrower)of their respective directors, independent public accountants and other experts officers, employees, or consultants selected by it; (c) agents shall not be liable for any action taken or omitted to be taken in good faith by the Administrative Agent in accordance with the advice of counsel, accountants, consultants or experts; (d) shall make no warranty or representation to any Bank and shall not be responsible to any Bank of the other Secured Parties for the due execution, validity, genuineness, effectiveness, sufficiency, or enforceability of, or for any recitalsstatement, statementswarranty, warranties or representationsrepresentation in, whether written or oralfor the perfection of any security interest contemplated by, made in the Fundamental Documents or in connection with this Agreement any related agreement, document or order, or for freedom of any of the other Loan Documents; (e) Collateral from prior Liens or security interests, or shall not have any duty be required to ascertain or to inquire as to make any inquiry concerning the performance or observance by the Borrowers, LGE, the Receivables Subs, the Parents or the Master Distributors of any of the terms, obligationsconditions, covenants covenants, or conditions agreements of this Agreement on the part Fundamental Documents or any related agreement or document. (b) None of the Administrative Agent (in its capacity as agent for the Lenders) or any Borrower of their respective directors, officers, employees or agents shall have any responsibility to inspect the property (includingany Borrower, without limitationLGE, any books and recordsReceivables Sub, any Parent or any Master Distributor on account of the failure or delay in performance or breach by any of the Lenders (other than in its capacity as a Lender) of any Borrower; of such Lender’s obligations under the Fundamental Documents or any related agreement or document or in connection herewith or therewith. No Lender nor any of its directors, officers, employees or agents shall have any responsibility to the Borrowers, LGE, the Receivables Subs, the Parents or the Master Distributors on account of the failure or delay in performance or breach by any other Lender of such other Lender’s obligations under the Fundamental Documents or any related agreement or document or in connection herewith or therewith. (fc) The Administrative Agent (in its capacity as agent for the Lenders hereunder) shall not be responsible entitled to rely on any Bank for the due executioncommunication, legality, validity, enforceability, genuineness, sufficiency instrument or value of this Agreement or any other Loan Document or other support or security (including the validity, priority or perfection of any Lien), or any other document furnished in connection with any of the foregoing; and (g) shall incur no liability under or in respect of this Agreement or any other Loan Document believed by action upon any written notice, statement, certificate, order, telephone message, facsimile or other document which the Administrative Agent believes in good faith it to be genuine and or correct and to have been signed, signed or sent by a Person or made Persons believed by it to be the proper PersonPerson or Persons, and it shall be entitled to rely on advice of legal counsel, independent public accountants, and other professional advisers and experts selected by it with reasonable care.

Liability of the Administrative Agent. None of Neither the Administrative Agent nor any of its directors, officers, agents, trustees, investment managers, servicers or any Agent-Related Person employees shall be liable to any Lender for any action taken or omitted to be not taken by it or them under or in connection with this Agreement and the other Loan Transaction Documents, except for that the Administrative Agent shall be liable with respect to its specific duties set forth hereunder but only to the extent of its own gross negligence or willful misconductmisconduct in the discharge thereof as determined by a final non-appealable judgment of a court of competent jurisdiction. Without limiting the generality of the foregoing, Neither the Administrative Agent: Agent nor any of its directors, officers, agents, trustees, investment managers, servicers or employees shall be responsible for or have any duty to ascertain, inquire into or verify (a) may treat a Bank as such until the Administrative Agent receives an executed Assignment Agreement entered into between a Bank and an Eligible Assignee pursuant to Section 12.1 hereofany statement, warranty or representation made in connection with any Transaction Document or any borrowing hereunder; (b) may consult with legal counsel (including counsel for any Borrower), independent public accountants and other experts or consultants selected by it; (c) shall not be liable for any action taken or omitted to be taken in good faith by the Administrative Agent in accordance with the advice of counsel, accountants, consultants or experts; (d) shall make no warranty or representation to any Bank and shall not be responsible to any Bank for any recitals, statements, warranties or representations, whether written or oral, made in or in connection with this Agreement or the other Loan Documents; (e) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, obligations, covenants or conditions of this Agreement on agreements specified in any Transaction Document; (c) the part satisfaction of any Borrower condition specified in any Transaction Document; (d) the validity, effectiveness, sufficiency or to inspect the property (including, without limitationgenuineness of any Transaction Document, any books and recordsLien purported to be created or perfected thereby or any other instrument or writing furnished in connection therewith; (e) the existence or non-existence of any BorrowerEvent of Default or Potential Event of Default; or (f) the financial condition of any Credit Party. The Administrative Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, statement, or other writing (which may be a bank wire, facsimile or electronic transmission or similar writing) believed by it to be genuine or to be signed by the proper party or parties. The Administrative Agent shall not be responsible to liable for any Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency apportionment or value distribution of this Agreement or any other Loan Document or other support or security (including the validity, priority or perfection of any Lien), or any other document furnished in connection with any of the foregoing; and (g) shall incur no liability under or in respect of this Agreement or any other Loan Document payments made by action upon any written notice, statement, certificate, order, telephone message, facsimile or other document which the Administrative Agent believes it in good faith to be genuine and correct and if any such apportionment or distribution is subsequently determined to have been signedmade in error the sole recourse of any Lender to whom payment was due but not made, sent or made shall be to recover from other Lenders any payment in excess of the amount to which they are determined to be entitled (and such other Lenders hereby agree to return to such Lender any such erroneous payments received by the proper Personthem).

Liability of the Administrative Agent. None (a) The Administrative Agent, when acting on behalf of the Lenders may execute any of its duties under this Agreement by or through its officers, agents, or employees and neither the Administrative Agent nor its respective directors, officers, agents, or any Agent-Related Person employees shall be liable to the Lenders or any of them for any action taken or omitted to be taken in good faith, or be responsible to the Lenders or to any of them for the consequences of any oversight or error of judgment, or for any loss, unless the same shall happen through its gross negligence or willful misconduct. Neither the Administrative Agent nor its respective directors, officers, agents, and employees shall in any event be liable to the Lenders or to any of them for any action taken or omitted to be taken by it or them under pursuant to instructions received by it from the Required Lenders or in connection with this Agreement and reliance upon the other Loan Documents, except for its own gross negligence or willful misconductadvice of counsel selected by it. Without limiting the generality of the foregoing, the Administrative Agent: (a) may treat a Bank as such until neither the Administrative Agent receives an executed Assignment Agreement entered into between a Bank and an Eligible Assignee pursuant to Section 12.1 hereof; (b) may consult with legal counsel (including counsel for nor any Borrower)of its respective directors, independent public accountants and other experts officers, employees, or consultants selected by it; (c) agents shall not be liable for any action taken or omitted to be taken in good faith by the Administrative Agent in accordance with the advice of counsel, accountants, consultants or experts; (d) shall make no warranty or representation to any Bank and shall not be responsible to any Bank of the Lenders for the due execution (other than its own), validity, genuineness, effectiveness, sufficiency, or enforceability of, or for any recitalsstatement, statementswarranty, warranties or representationsrepresentation made by any other Person in, whether written or oralfor the perfection of any security interest contemplated by, made in or in connection with this Agreement or any related agreement, document or order, or for the other Loan Documents; (e) designation or failure to designate this transaction as a "Highly Leveraged Transaction" for regulatory purposes, or shall not have any duty be required to ascertain or to inquire as to make any inquiry concerning the performance or observance by the Borrower of any of the terms, obligationsconditions, covenants covenants, or conditions of this Agreement on the part of any Borrower or to inspect the property (including, without limitation, any books and records) of any Borrower; (f) shall not be responsible to any Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency or value agreements of this Agreement or any other Loan Document related agreement or other support or security document. (including b) Neither the validityAdministrative Agent nor any of its respective directors, priority or perfection of any Lien)officers, employees, or agents shall have any other document furnished responsibility to the Borrower on account of the failure or delay in connection with performance or breach by any of the foregoing; and (g) shall incur no liability Lenders or the Borrower of any of their respective obligations under or in respect of this Agreement or the Notes or any other Loan Document by action upon any written notice, statement, certificate, order, telephone message, facsimile related agreement or other document which the or in connection herewith or therewith. (c) The Administrative Agent believes in good faith such capacities hereunder, shall be entitled to rely on any communication, instrument, or document reasonably believed by it to be genuine and or correct and to have been signed, signed or sent by a Person or made Persons believed by it to be the proper PersonPerson or Persons, and it shall be entitled to rely on advice of legal counsel, independent public accountants, and other professional advisers and experts selected by it.

Liability of the Administrative Agent. None of (a) Neither the Administrative Agent nor any of its officers, directors, employees, agents, advisors, attorneys-in-fact or any Agent-Related Person affiliates shall be (i) liable for any action lawfully taken or omitted to be taken by it or them under such Person under, or in connection with with, this Agreement or any other Fundamental Document (except to the extent that any of the foregoing are found by a final and the other Loan Documents, except for nonappealable decision of a court of competent jurisdiction to have resulted from its or such Person’s own gross negligence or willful misconduct. Without limiting the generality ) or (ii) responsible in any manner to any of the foregoing, the Administrative Agent: (a) may treat a Bank as such until the Administrative Agent receives an executed Assignment Agreement entered into between a Bank and an Eligible Assignee pursuant to Section 12.1 hereof; (b) may consult with legal counsel (including counsel for any Borrower), independent public accountants and other experts or consultants selected by it; (c) shall not be liable for any action taken or omitted to be taken in good faith by the Administrative Agent in accordance with the advice of counsel, accountants, consultants or experts; (d) shall make no warranty or representation to any Bank and shall not be responsible to any Bank Lenders for any recitals, statements, representations or warranties made by the Borrower, any Subsidiary Borrower or representationsany officer thereof contained in this Agreement or any other Fundamental Document or in any certificate, whether written report, statement or oralother document referred to or provided for in, made in or received by, the Administrative Agent under, or in connection with with, this Agreement or any other Fundamental Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Documents; (e) Fundamental Document for any failure of the Borrower and any Subsidiary Borrower to perform its obligations hereunder or thereunder. The Administrative Agent shall not have be under any duty obligation to any Lender to ascertain or to inquire as to the observance or performance or observance of any of the termsagreements contained in, obligations, covenants or conditions of this Agreement on the part of any Borrower or to inspect the property (includingof, without limitation, any books and records) of any Borrower; (f) shall not be responsible to any Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Loan Document Fundamental Document, or other support to inspect the properties, books or security (including records of the validity, priority or perfection Borrower of any Lien)Subsidiary Borrower. (b) The Administrative Agent shall be entitled to rely, or any other document furnished and shall be fully protected in connection with any of the foregoing; and (g) shall incur no liability under or in respect of this Agreement or any other Loan Document by action relying, upon any written instrument, writing, resolution, notice, consent, certificate, affidavit, letter, telecopy or email message, statement, certificate, order, telephone message, facsimile order or other document which the Administrative Agent believes in good faith or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper PersonPerson or Persons and upon advice and statements of legal counsel (including counsel to the Borrower or any Subsidiary Borrower), independent accountants, and other experts selected by the Administrative Agent. The Administrative Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Fundamental Document unless it shall first receive such advice or concurrence of the Required Lenders (or, if so specified by this Agreement, all Lenders) as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such action . The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the other Fundamental Documents in accordance with a request of the Required Lenders (or, if so specified by this Agreement, all Lenders), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Loans.

Liability of the Administrative Agent. None of (a) Neither the Administrative Agent nor any of its officers, directors, employees, agents, advisors, attorneys-in-fact or any Agent-Related Person affiliates shall be (i) liable for any action lawfully taken or omitted to be taken by it or them under such Person under, or in connection with with, this Agreement or any other Fundamental Document (except to the extent that any of the foregoing are found by a final and the other Loan Documents, except for nonappealable decision of a court of competent jurisdiction to have resulted from its or such Person’s own gross negligence or willful misconduct. Without limiting the generality ) or (ii) responsible in any manner to any of the foregoing, the Administrative Agent: (a) may treat a Bank as such until the Administrative Agent receives an executed Assignment Agreement entered into between a Bank and an Eligible Assignee pursuant to Section 12.1 hereof; (b) may consult with legal counsel (including counsel for any Borrower), independent public accountants and other experts or consultants selected by it; (c) shall not be liable for any action taken or omitted to be taken in good faith by the Administrative Agent in accordance with the advice of counsel, accountants, consultants or experts; (d) shall make no warranty or representation to any Bank and shall not be responsible to any Bank Lenders for any recitals, statements, representations or warranties made by the Borrower or representationsany other Loan Party or any officer thereof contained in this Agreement or any other Fundamental Document or in any certificate, whether written report, statement or oralother document referred to or provided for in, made in or received by, the Administrative Agent under, or in connection with with, this Agreement or any other Fundamental Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Fundamental Document for any failure of the Borrower or any other Loan Documents; (e) Party to perform its obligations hereunder or thereunder. The Administrative Agent shall not have be under any duty obligation to any Lender to ascertain or to inquire as to the observance or performance or observance of any of the termsagreements contained in, obligations, covenants or conditions of this Agreement on the part of any Borrower or to inspect the property (includingof, without limitation, any books and records) of any Borrower; (f) shall not be responsible to any Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Loan Document or other support or security (including the validity, priority or perfection of any Lien)Fundamental Document, or any other document furnished in connection with any to inspect the properties, books or records of the foregoing; and (g) shall incur no liability under or in respect of this Agreement Borrower or any other Loan Document by action Party. (b) The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any written instrument, writing, resolution, notice, consent, certificate, affidavit, letter, telecopy or email message, statement, certificate, order, telephone message, facsimile order or other document which the Administrative Agent believes in good faith or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper PersonPerson or Persons and upon advice and statements of legal counsel (including counsel to the Loan Parties), independent accountants, and other experts selected by the Administrative Agent. The Administrative Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Fundamental Document unless it shall first receive such advice or concurrence of the Required Lenders (or, if so specified by this Agreement, all Lenders) as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such action . The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the other Fundamental Documents in accordance with a request of the Required Lenders (or, if so specified by this Agreement, all Lenders), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Loans.

Liability of the Administrative Agent. None (a) The Administrative Agent, when acting on behalf of any Secured Party, may execute any of its duties under this Credit Agreement or the other Fundamental Documents by or through its respective directors, officers, agents or employees and neither the Administrative Agent nor its directors, officers, agents or any Agent-Related Person employees shall be liable to the Lenders or any of them for any action taken or omitted to be taken in good faith, nor be responsible to the Lenders or to any of them for the consequences of any oversight or error of judgment, or for any loss, unless the same shall happen through its gross negligence or willful misconduct, as finally determined by a court of competent jurisdiction. The Administrative Agent and its directors, officers, agents, and employees shall in no event be liable to the Lenders or to any of them for any action taken or omitted to be taken by it or them under pursuant to instructions received by it from the Required Lenders or in connection reliance upon the advice of counsel selected by it with this Agreement and the other Loan Documents, except for its own gross negligence or willful misconductreasonable care. Without limiting the generality of the foregoing, the Administrative Agent: (a) may treat a Bank as such until neither the Administrative Agent receives an executed Assignment Agreement entered into between a Bank and an Eligible Assignee pursuant to Section 12.1 hereof; (b) may consult with legal counsel (including counsel for nor any Borrower)of its directors, independent public accountants and other experts officers, employees, or consultants selected by it; (c) agents shall not be liable for any action taken or omitted to be taken in good faith by the Administrative Agent in accordance with the advice of counsel, accountants, consultants or experts; (d) shall make no warranty or representation to any Bank and shall not be responsible to any Bank of the Lenders for the due execution, validity, genuineness, effectiveness, sufficiency, or enforceability of, or for any recitalsstatement, statementswarranty, warranties or representationsrepresentation in, whether written or oralfor the perfection of any security interest contemplated by, made in the Fundamental Documents or in connection with this Agreement any related agreement, document or order, or for freedom of any of the other Loan Documents; (e) Collateral or any of the Pledged Collateral from prior Liens or security interests, or shall not have any duty be required to ascertain or to inquire as to make any inquiry concerning the performance or observance by the Borrower or any other Credit Party of any of the terms, obligationsconditions, covenants covenants, or conditions agreements of this Agreement on the part Fundamental Documents or any related agreement or document. (b) Neither the Administrative Agent (in its capacity as agent for the Lenders) nor any of its directors, officers, employees or agents shall have any responsibility to the Borrower or to inspect any other Credit Party on account of the property failure or delay in performance or breach by any of the Lenders (includingother than JPMorgan Chase Bank, without limitation, any books and recordsN.A.) of any Borrower; (f) of such Lender’s obligations under the Fundamental Documents or any related agreement or document or in connection herewith or therewith. No Lender nor any of its directors, officers, employees or agents shall not be responsible have any responsibility to any Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement Borrower or any other Loan Document Credit Party on account of the failure or delay in performance or breach by any other support or security (including Lender of such other Lender’s obligations under the validity, priority or perfection of any Lien), Fundamental Documents or any other related agreement or document furnished or in connection with any of herewith or therewith. (c) The Administrative Agent (in its capacity as agent for the foregoing; and (gLenders hereunder) shall incur no liability under be entitled to rely on any communication, instrument or in respect of this Agreement or any other Loan Document document believed by action upon any written notice, statement, certificate, order, telephone message, facsimile or other document which the Administrative Agent believes in good faith it to be genuine and or correct and to have been signed, signed or sent by a Person or made Persons believed by it to be the proper PersonPerson or Persons, and it shall be entitled to rely on advice of legal counsel, independent public accountants, and other professional advisers and experts selected by it with reasonable care.

Liability of the Administrative Agent. None (a) The Administrative Agent, when acting on behalf of the Lenders may execute any of its duties under this Agreement by or through its officers, agents, or employees and neither the Administrative Agent nor its directors, officers, agents, or any Agent-Related Person employees shall be liable to the Lenders or any of them for any action taken or omitted to be taken in good faith, or be responsible to the Lenders or to any of them for the consequences of any oversight or error of judgment, or for any loss, unless the same shall happen through its gross negligence or willful misconduct. Neither the Administrative Agent nor its directors, officers, agents, and employees shall in any event be liable to the Lenders or to any of them for any action taken or omitted to be taken by it or them under pursuant to instructions received by it from the Required Lenders or in connection with this Agreement and reliance upon the other Loan Documents, except for its own gross negligence or willful misconductadvice of counsel selected by it. Without limiting the generality of the foregoing, the Administrative Agent: (a) may treat a Bank as such until neither the Administrative Agent receives an executed Assignment Agreement entered into between a Bank and an Eligible Assignee pursuant to Section 12.1 hereof; (b) may consult with legal counsel (including counsel for any Borrower)nor its respective directors, independent public accountants and other experts officers, employees, or consultants selected by it; (c) agents shall not be liable for any action taken or omitted to be taken in good faith by the Administrative Agent in accordance with the advice of counsel, accountants, consultants or experts; (d) shall make no warranty or representation to any Bank and shall not be responsible to any Bank of the Lenders for the due execution (other than its own), validity, genuineness, effectiveness, sufficiency, or enforceability of, or for any recitalsstatement, statementswarranty, warranties or representationsrepresentation made by any other Person in, whether written or oralfor the perfection of any security interest contemplated by, made in or in connection with this Agreement or the other Loan Documents; (e) any related agreement, document or order or shall not have any duty be required to ascertain or to inquire as to make any inquiry concerning the performance or observance by the Borrower of any of the terms, obligationsconditions, covenants covenants, or conditions of this Agreement on the part of any Borrower or to inspect the property (including, without limitation, any books and records) of any Borrower; (f) shall not be responsible to any Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency or value agreements of this Agreement or any other Loan Document related agreement or other support or security document. (including b) Neither the validityAdministrative Agent nor its respective directors, priority or perfection of any Lien)officers, employees, or agents shall have any other document furnished responsibility to the Borrower on account of the failure or delay in connection with performance or breach by any of the foregoing; and (g) shall incur no liability Lenders or the Borrower of any of their respective obligations under or in respect of this Agreement or any other Loan Document related agreement or document or in connection herewith or therewith. (c) The Administrative Agent, in its capacity as such hereunder, shall be entitled to rely on any communication, instrument, or document reasonably believed by action upon any written notice, statement, certificate, order, telephone message, facsimile or other document which the Administrative Agent believes in good faith it to be genuine and or correct and to have been signed, signed or sent by a Person or made Persons believed by it to be the proper PersonPerson or Persons, and it shall be entitled to rely on advice of legal counsel, independent public accountants, and other professional advisers and experts selected by it.

Liability of the Administrative Agent. None of Neither the Administrative Agent nor any of its directors, officers, agents, trustees, investment managers, servicers or any Agent-Related Person employees shall be liable to any Lender for any action taken or omitted to be not taken by it or them under or in connection with this Agreement and the other Loan Transaction Documents, except for that the Administrative Agent shall be liable with respect to its specific duties set forth hereunder but only to the extent of its own gross negligence or willful misconductmisconduct in the discharge thereof as determined by a final non-appealable judgment of a court of competent jurisdiction. Without limiting the generality of the foregoing, Neither the Administrative Agent: Agent nor any of its directors, officers, agents, trustees, investment managers, servicers or employees shall be responsible for or have any duty to ascertain, inquire into or verify (a) may treat a Bank as such until the Administrative Agent receives an executed Assignment Agreement entered into between a Bank and an Eligible Assignee pursuant to Section 12.1 hereofany statement, warranty or representation made in connection with any Transaction Document or any borrowing hereunder; (b) may consult with legal counsel (including counsel for any Borrower), independent public accountants and other experts or consultants selected by it; (c) shall not be liable for any action taken or omitted to be taken in good faith by the Administrative Agent in accordance with the advice of counsel, accountants, consultants or experts; (d) shall make no warranty or representation to any Bank and shall not be responsible to any Bank for any recitals, statements, warranties or representations, whether written or oral, made in or in connection with this Agreement or the other Loan Documents; (e) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, obligations, covenants or conditions of this Agreement on agreements specified in any Transaction Document; (c) the part satisfaction of any Borrower condition specified in any Transaction Document; (d) the validity, effectiveness, sufficiency or to inspect the property (including, without limitationgenuineness of any Transaction Document, any books and recordsLien purported to be created or perfected thereby or any other instrument or writing furnished in connection therewith; (e) the existence or non- existence of any BorrowerEvent of Default or Potential Event of Default; or (f) the financial condition of any Credit Party. The Administrative Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, statement, or other writing (which may be a bank wire, facsimile or electronic transmission or similar writing) believed by it to be genuine or to be signed by the proper party or parties. The Administrative Agent shall not be responsible to liable for any Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency apportionment or value distribution of this Agreement or any other Loan Document or other support or security (including the validity, priority or perfection of any Lien), or any other document furnished in connection with any of the foregoing; and (g) shall incur no liability under or in respect of this Agreement or any other Loan Document payments made by action upon any written notice, statement, certificate, order, telephone message, facsimile or other document which the Administrative Agent believes it in good faith to be genuine and correct and if any such apportionment or distribution is subsequently determined to have been signedmade in error the sole recourse of any Lender to whom payment was due but not made, sent or made shall be to recover from other Lenders any payment in excess of the amount to which they are determined to be entitled (and such other Lenders hereby agree to return to such Lender any such erroneous payments received by the proper Personthem).

Liability of the Administrative Agent. None (a) The Administrative Agent, when acting on behalf of the Lenders, may execute any of its duties under this Credit Agreement or the other Fundamental Documents by or through its officers, agents or employees and neither the Administrative Agent nor its officers, agents or any Agent-Related Person employees shall be liable to the Lenders or any of them for any action taken or omitted to be taken in good faith, nor be responsible to the Lenders or to any of them for the consequences of any oversight or error of judgment, or for any loss, unless the same shall happen through its gross negligence or willful misconduct. The Administrative Agent and its respective directors, officers, agents, and employees shall in no event be liable to the Lenders or to any of them for any action taken or omitted to be taken by it or them under pursuant to instructions received by it from the Required Lenders or in connection reliance upon the advice of counsel selected by it with this Agreement and the other Loan Documents, except for its own gross negligence or willful misconductreasonable care. Without limiting the generality of the foregoing, the Administrative Agent: (a) may treat a Bank as such until neither the Administrative Agent receives an executed Assignment Agreement entered into between a Bank and an Eligible Assignee pursuant to Section 12.1 hereof; (b) may consult with legal counsel (including counsel for nor any Borrower)of its respective directors, independent public accountants and other experts officers, employees, or consultants selected by it; (c) agents shall not be liable for any action taken or omitted to be taken in good faith by the Administrative Agent in accordance with the advice of counsel, accountants, consultants or experts; (d) shall make no warranty or representation to any Bank and shall not be responsible to any Bank of the Lenders for the due execution, validity, genuineness, effectiveness, sufficiency, or enforceability of, or for any recitalsstatement, statementswarranty, warranties or representationsrepresentation in, whether written or oralfor the perfection of any security interest contemplated by, made in this Credit Agreement, any other Fundamental Document or in connection with this Agreement any related agreement, document or order, or for freedom of any of the other Loan Documents; (e) Collateral or any of the Pledged Securities from prior Liens or security interests, or shall not have any duty be required to ascertain or to inquire as to make any inquiry concerning the performance or observance by the Borrower or any other Credit Party of any of the terms, obligationsconditions, covenants covenants, or conditions agreements of this Agreement on Credit Agreement, any other Fundamental Document, or any related agreement or document. (b) Neither the part Administrative Agent (in its capacity as agent for the Lenders), nor any of its directors, officers, employees or agents shall have any responsibility to the Borrower or to inspect any other Credit Party on account of the property failure or delay in performance or breach by any of the Lenders (includingother than JPMorgan Chase Bank, without limitation, any books and recordsN. A.) of any Borrower; (f) of such Lender’s obligations under this Credit Agreement, the other Fundamental Documents or any related agreement or document or in connection herewith or therewith. No Lender nor any of its directors, officers, employees or agents shall not be responsible have any responsibility to any Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement Borrower or any other Loan Document Credit Party on account of the failure or delay in performance or breach by any other support or security (including Lender of such other Lender’s obligations under this Credit Agreement, the validity, priority or perfection of any Lien), other Fundamental Documents or any other related agreement or document furnished or in connection with herewith or therewith. (c) The Administrative Agent, in its capacity as agent for the Lenders hereunder shall be entitled to rely on any of the foregoing; and (g) shall incur no liability under communication, instrument or in respect of this Agreement or any other Loan Document document believed by action upon any written notice, statement, certificate, order, telephone message, facsimile or other document which the Administrative Agent believes in good faith it to be genuine and or correct and to have been signed, signed or sent by a Person or made Persons believed by it to be the proper PersonPerson or Persons, and it shall be entitled to rely on advice of legal counsel, independent public accountants, and other professional advisers and experts selected by it with reasonable care.

Liability of the Administrative Agent. None of Neither the Administrative Agent Agent, the Foreign Currency Agent, nor any of their respective directors, officers, agents or any Agent-Related Person employees shall be liable to any Lender or any of such Lender's Affiliates for any action taken or omitted to be taken by it or them under or in connection with this Agreement and the other Loan Related Documents, except for its or their own gross negligence or willful misconductmisconduct as finally judicially determined by a court of competent jurisdiction. Without limiting the generality of the foregoing, the Administrative Agent and the Foreign Currency Agent: , as applicable, (a) may treat a Bank the payee of any Note as such the holder thereof until the Administrative Agent or the Foreign Currency Agent, as applicable, receives an executed Assignment Agreement entered into between a Bank Lender and an Eligible Assignee pursuant to Section 12.1 hereof16.1; (b) may consult with legal counsel (including counsel for the Parent or any Borrowerof its Subsidiaries), independent public accountants and other experts or consultants selected by it; (c) shall not be liable for any action taken or omitted to be taken in good faith by the Administrative Agent or the Foreign Currency Agent, as applicable, in accordance with the advice of counsel, accountants, consultants or experts; (d) shall make makes no warranty or representation to any Bank Lender and shall not be responsible to any Bank Lender for any recitals, statements, warranties or representations, whether written or oral, made in or in connection with this Agreement or the other Loan Related Documents; (e) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, obligations, covenants or conditions of this Agreement on the part of the Parent or any Borrower of its Subsidiaries or to inspect the property (including, without limitation, any books and records) of the Parent or any BorrowerSubsidiary of the Parent; (f) shall not be responsible to any Bank Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or Agreement, any other Loan Document Related Document, any Collateral or other support or security (including the validity, priority or perfection of any Lien)security, or any other document furnished in connection with any of the foregoing; and (g) shall incur no liability under or in respect of this Agreement or any other Loan Related Document by action upon any written notice, statement, certificate, order, telephone message, facsimile or other document which the Administrative Agent or the Foreign Currency Agent, as applicable, believes in good faith to be genuine and correct and to have been signed, sent or made by the proper Person.

Liability of the Administrative Agent. None of the Administrative Agent or any Agent-Related Person of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement and the other Loan Documents, except for its own gross negligence or willful misconduct. Without limiting the generality of the foregoing, the Administrative Agent: Agent (a) may treat a Bank as such until the Administrative Agent receives an executed Assignment Agreement entered into between a Bank and an Eligible Assignee pursuant to Section 12.1 14.1 hereof; (b) may consult with legal counsel (including counsel for any the Borrower), independent public accountants and other experts or consultants selected by it; (c) shall not be liable for any action taken or omitted to be taken in good faith by the Administrative Agent in accordance with the advice of counsel, accountants, consultants or experts; (d) shall make no warranty or representation to any Bank and shall not be responsible to any Bank for any recitals, statements, warranties or representations, whether written or oral, made in or in connection with this Agreement or the other Loan Documents; (e) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, obligations, covenants or conditions of this Agreement on the part of any the Borrower or to inspect the property (including, without limitation, any books and records) of any the Borrower; (f) shall not be responsible to any Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Loan Document or other support or security (including the validity, priority or perfection of any Lien), or any other document furnished in connection with any of the foregoing; and (g) shall incur no liability under or in respect of this Agreement or any other Loan Document by action upon any written notice, statement, certificate, order, telephone message, facsimile or other document which the Administrative Agent believes in good faith to be genuine and correct and to have been signed, sent or made by the proper Person.

Liability of the Administrative Agent. None of the Administrative Agent or any Agent-Related Person Persons nor any of their directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement and the other Loan Documents, except for its or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, the Administrative Agent: Agent (a) may treat a Bank Lender as such until the Administrative Agent receives an executed Assignment Agreement entered into between a Bank Lender and an Eligible Assignee pursuant to Section 12.1 hereof; (b) may consult with legal counsel (including counsel for any the Borrower), independent public accountants and other experts or consultants selected by it; (c) shall not be liable for any action taken or omitted to be taken in good faith by the Administrative Agent in accordance with the advice of counsel, accountants, consultants or experts; (d) shall make no warranty or representation to any Bank Lender and shall not be responsible to any Bank Lender for any recitals, statements, warranties or representations, whether written or oral, made in or in connection with this Agreement or the other Loan Documents; (e) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, obligations, covenants or conditions of this Agreement on the part of any the Borrower or to inspect the property (including, without limitation, any books and records) of any the Borrower; (f) shall not be responsible to any Bank Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or Agreement, any other Loan Document or other support or security (including the validity, priority or perfection of any Lien), or any other document furnished in connection with any of the foregoing; and (g) shall incur no liability under or in respect of this Agreement or any other Loan Document by action upon any written notice, statement, certificate, order, telephone message, facsimile or other document which the Administrative Agent believes in good faith to be genuine and correct and to have been signed, sent or made by the proper Personperson.

Liability of the Administrative Agent. None of Neither the Administrative Agent nor any of its directors, officers, agents, trustees, investment managers, servicers or any Agent-Related Person employees shall be liable to any Lender for any action taken or omitted to be not taken by it or them under or in connection with this Agreement and the other Loan Transaction Documents, except for that the Administrative Agent shall be liable with respect to its specific duties set forth hereunder but only to the extent of its own gross negligence or willful misconductmisconduct in the discharge thereof as determined by a final non-appealable judgment of a court of competent jurisdiction. Without limiting Neither the generality 52 US-DOCS\137537506.9 Administrative Agent nor any of the foregoingits directors, the Administrative Agent: officers, agents, trustees, investment managers, servicers or employees shall be responsible for or have any duty to ascertain, inquire into or verify (a) may treat a Bank as such until the Administrative Agent receives an executed Assignment Agreement entered into between a Bank and an Eligible Assignee pursuant to Section 12.1 hereofany statement, warranty or representation made in connection with any Transaction Document or any borrowing hereunder; (b) may consult with legal counsel (including counsel for any Borrower), independent public accountants and other experts or consultants selected by it; (c) shall not be liable for any action taken or omitted to be taken in good faith by the Administrative Agent in accordance with the advice of counsel, accountants, consultants or experts; (d) shall make no warranty or representation to any Bank and shall not be responsible to any Bank for any recitals, statements, warranties or representations, whether written or oral, made in or in connection with this Agreement or the other Loan Documents; (e) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, obligations, covenants or conditions of this Agreement on agreements specified in any Transaction Document; (c) the part satisfaction of any Borrower condition specified in any Transaction Document; (d) the validity, effectiveness, sufficiency or to inspect the property (including, without limitationgenuineness of any Transaction Document, any books and recordsLien purported to be created or perfected thereby or any other instrument or writing furnished in connection therewith; (e) the existence or non-existence of any BorrowerEvent of Default or Potential Event of Default; or (f) the financial condition of any Credit Party. The Administrative Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, statement, or other writing (which may be a bank wire, facsimile or electronic transmission or similar writing) believed by it to be genuine or to be signed by the proper party or parties. The Administrative Agent shall not be responsible to liable for any Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency apportionment or value distribution of this Agreement or any other Loan Document or other support or security (including the validity, priority or perfection of any Lien), or any other document furnished in connection with any of the foregoing; and (g) shall incur no liability under or in respect of this Agreement or any other Loan Document payments made by action upon any written notice, statement, certificate, order, telephone message, facsimile or other document which the Administrative Agent believes it in good faith to be genuine and correct and if any such apportionment or distribution is subsequently determined to have been signedmade in error the sole recourse of any Lender to whom payment was due but not made, sent or made shall be to recover from other Lenders any payment in excess of the amount to which they are determined to be entitled (and such other Lenders hereby agree to return to such Lender any such erroneous payments received by the proper Personthem).

Liability of the Administrative Agent. None of Neither the Administrative Agent nor any of its directors, officers, agents or any Agent-Related Person employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement and the other Loan Related Documents, except for its or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, the Administrative Agent: Agent (a) may treat a Bank any Lender as such until the Administrative Agent receives an executed Assignment Agreement entered into between a Bank Lender and an Eligible Assignee pursuant to Section 12.1 hereof14.1; (b) may consult with legal counsel (including counsel for any the Borrower), independent public accountants and other experts or consultants selected by it; (c) shall not be liable for any action taken or omitted to be taken in good faith by the Administrative Agent in accordance with the advice of counsel, accountants, consultants or experts; (d) shall make makes no warranty or representation to any Bank Lender and shall not be responsible to any Bank Lender for any recitals, statements, warranties or representations, whether written or oral, made in or in connection with this Agreement or the other Loan Related Documents; (e) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, obligations, covenants or conditions of this Agreement on the part of any the Borrower or to inspect the property (including, without limitation, any books and records) of any the Borrower; (f) shall not be responsible to any Bank Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or Agreement, any other Loan Document Related Document, any Collateral or other support or security (including the validity, priority or perfection of any Lien)security, or any other document furnished in connection with any of the foregoing; and (g) shall incur no liability under or in respect of this Agreement or any other Loan Related Document by action upon any written notice, statement, certificate, order, telephone message, facsimile or other document which the Administrative Agent believes in good faith to be genuine and correct and to have been signed, sent or made by the proper Person.

Liability of the Administrative Agent. None of Neither the Administrative Agent Agent, nor any of its directors, officers, agents, employees, attorneys or any Agent-Related Person Affiliates shall be liable for any action taken or omitted to be not taken by it or them under or in connection with this Agreement and the other Loan Documents, except for its their own gross negligence or willful misconduct. Without limiting the generality of limitation on the foregoing, the Administrative Agent: Agent and its directors, officers, agents, employees, attorneys and Affiliates: (a) may May treat a Bank the payee of any Note as such the holder thereof until the Administrative Agent receives and accepts an executed Assignment Agreement entered into between a by the Bank which is the payee of such Advance, as assignor, and an Eligible Assignee pursuant to Assignee, as assignee, as provided in Section 12.1 hereof; 13.9, and may treat each Bank as the owner of that Bank’s interest in the Obligations for all purposes of this Agreement until the Administrative Agent receives and accepts such Assignment Agreement. (b) may May consult with legal counsel (including counsel for any Borrowerin-house legal counsel), independent public accountants (including in-house accountants) and other professionals or experts or consultants selected by it; (c) , or with legal counsel, accountants or other professionals or experts for the Company and/or its subsidiaries or the Banks, and shall not be liable for any action taken or omitted to be not taken by it in good faith by the Administrative Agent in accordance with the any advice of such legal counsel, accountants, consultants accountants or other professionals or experts; . (dc) shall make no warranty or representation to any Bank and shall Shall not be responsible to any Bank for any recitalsstatement, statementswarranty or representation made in any of the Loan Documents or in any notice, warranties certificate, report, request or representations, whether other statement (written or oral, ) given or made in or in connection with this Agreement or any of the other Loan Documents; . (ed) shall not Shall have any no duty to ascertain ask or to inquire as to the performance or observance by the Company or its Subsidiaries of any of the terms, obligations, conditions or covenants or conditions of this Agreement on the part of any Borrower of the Loan Documents or to inspect any collateral or the property Property, books or records of the Company or its Subsidiaries. (including, without limitation, any books and recordse) of any Borrower; (f) shall Will not be responsible to any Bank for the due execution, legality, validity, enforceability, genuineness, effectiveness, sufficiency or value of, or the perfection or priority of this Agreement a lien or security interest, if any, created or purported to be created under or in connection with, any Loan Document, any other Loan Document instrument or other support writing furnished pursuant thereto or security (including the validity, priority or perfection of any Lien)in connection therewith, or any other document furnished collateral. (f) Will not incur any liability by acting or not acting in connection with any of the foregoing; and (g) shall incur no liability under or in respect of this Agreement or any other Loan Document by action reliance upon any written Loan Document, notice, consent, certificate, statement, certificate, order, telephone message, facsimile request or other document which the Administrative Agent believes in good faith instrument or writing believed by it to be genuine and correct and to have been signed, signed or sent or made by the proper Personparty or parties. (g) Will not incur any liability for any arithmetical error in computing any amount paid or payable by the Company or any Subsidiary or Affiliate thereof or paid or payable to or received or receivable from any Bank under any Loan Document, including, without limitation, principal, interest, facility fees, Advances and other amounts; provided that, promptly upon discovery of such an error in computation, the Administrative Agent, the Banks and (to the extent applicable) the Company and/or its Subsidiaries or Affiliates shall make such adjustments as are necessary to correct such error and to restore the parties to the position that they would have occupied had the error not occurred; provided further that, the obligations of Borrowers under this Section 10.6(g) shall survive for sixty (60) days following the termination of this Agreement and such obligations shall not, from and after the termination of this Agreement, be deemed Obligations for any purpose under the Loan Documents.

Liability of the Administrative Agent. None (a) The Administrative Agent, when acting on behalf of the Lenders, may execute any of its duties under this Credit Agreement or the other Fundamental Documents by or through its officers, agents or employees and neither the Administrative Agent nor its officers, agents or any Agent-Related Person employees shall be liable to the Lenders or any of them for any action taken or omitted to be taken in good faith, nor be responsible to the Lenders or to any of them for the consequences of any oversight or error of judgment, or for any loss, unless the same shall happen through its gross negligence or willful misconduct. The Administrative Agent and its respective directors, officers, agents, and employees shall in no event be liable to the Lenders or to any of them for any action taken or omitted to be taken by it or them under pursuant to instructions received by it from the Required Lenders or in connection reliance upon the advice of counsel selected by it with this Agreement and the other Loan Documents, except for its own gross negligence or willful misconductreasonable care. Without limiting the generality of the foregoing, the Administrative Agent: (a) may treat a Bank as such until neither the Administrative Agent receives an executed Assignment Agreement entered into between a Bank and an Eligible Assignee pursuant to Section 12.1 hereof; (b) may consult with legal counsel (including counsel for nor any Borrower)of its respective directors, independent public accountants and other experts officers, employees, or consultants selected by it; (c) agents shall not be liable for any action taken or omitted to be taken in good faith by the Administrative Agent in accordance with the advice of counsel, accountants, consultants or experts; (d) shall make no warranty or representation to any Bank and shall not be responsible to any Bank of the Lenders for the due execution, validity, genuineness, effectiveness, sufficiency, or enforceability of, or for any recitalsstatement, statementswarranty, warranties or representationsrepresentation in, whether written this Credit Agreement, any other Fundamental Document or oralany related agreement, made in document or in connection with this Agreement order, or the other Loan Documents; (e) shall not have any duty be required to ascertain or to inquire as to make any inquiry concerning the performance or observance by the Borrower of any of the terms, obligationsconditions, covenants covenants, or conditions agreements of this Agreement on the part of any Borrower or to inspect the property (including, without limitationCredit Agreement, any books and recordsother Fundamental Document, or any related agreement or document. (b) Neither the Administrative Agent (in its capacity as agent for the Lenders), nor any of its directors, officers, employees or agents shall have any responsibility to the Borrower on account of the failure or delay in performance or breach by any of the Lenders (other than JPM Mezzanine Capital, LLC) of any Borrower; of such Lender’s obligations under this Credit Agreement, the other Fundamental Documents or any related agreement or document or in connection herewith or therewith. No Lender nor any of its directors, officers, employees or agents shall have any responsibility to the Borrower on account of the failure or delay in performance or breach by any other Lender of such other Lender’s obligations under this Credit Agreement, the other Fundamental Documents or any related agreement or document or in connection herewith or therewith. (fc) shall not be responsible to any Bank The Administrative Agent, in its capacity as agent for the due executionLenders hereunder shall be entitled to rely on any communication, legality, validity, enforceability, genuineness, sufficiency instrument or value of this Agreement or any other Loan Document or other support or security (including the validity, priority or perfection of any Lien), or any other document furnished in connection with any of the foregoing; and (g) shall incur no liability under or in respect of this Agreement or any other Loan Document believed by action upon any written notice, statement, certificate, order, telephone message, facsimile or other document which the Administrative Agent believes in good faith it to be genuine and or correct and to have been signed, signed or sent by a Person or made Persons believed by it to be the proper PersonPerson or Persons, and it shall be entitled to rely on advice of legal counsel, independent public accountants, and other professional advisers and experts selected by it with reasonable care.

Liability of the Administrative Agent. None The Administrative Agent shall not have any duty (fiduciary or otherwise) to any of the Lenders except to the extent expressly provided in this Agreement. Neither the Administrative Agent Agent, nor any of its dírectors, officers, agents or any Agent-Related Person employees, shall be liable ▇▇▇▇▇ to the Lenders for any action taken or omitted to be taken by it or them under or in connection with this Agreement and the other Loan Documents, except for its or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, the Administrative Agent: Agent (a) may treat a Bank the payee of any Note as such the holder thereof until the Administrative Agent receives an executed Assignment Agreement entered into between a Bank Lender and an Eligible Assignee pursuant to Section 12.1 hereof10.1; (b) may consult with legal counsel (including counsel for any the Borrower), independent public accountants and other experts or consultants selected by it; (c) it and shall not be liable ▇▇▇▇▇ for any action taken or omitted to be taken in good faith by the Administrative Agent in accordance with the advice of such counsel, accountants, consultants or experts; (dc) shall make makes no warranty or representation to any Bank Lender and shall not be responsible to any Bank Lender for any recitals, statements, warranties or representations, whether written or oral, made by the Borrower in or in connection with this Agreement or the other Loan Documents; (ed) shall not have any duty to ascertain or to inquire as to the performance or observance observante of any of the terms, obligations, covenants or conditions of this Agreement or any other Loan Document on the part of any the Borrower or to inspect the property (including, without limitation, any books and records) of any the Borrower; (fe) shall not be responsible to any Bank Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or Agreement, any other Loan Document Document, any Collateral or other support or security (including the validity, priority or perfection of any Lien)security, or any other document furnished in connection with any of the foregoing; and (gf) shall incur no liability under or in respect of this Agreement or any other Loan Document by action upon any written notice, statement, certificate, order, telephone message, facsimile or other document which the Administrative Agent believes in good faith to be genuine and correct and to have been signed, sent or made mane by the proper Personparty or parties.

Liability of the Administrative Agent. None of the Administrative Agent or any Agent-Related Person of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement and the other Loan Documents, except for its own gross negligence or willful misconduct. Without limiting the generality of the foregoing, the Administrative Agent: (a) may treat a Bank as such until the Administrative Agent receives an executed Assignment Agreement entered into between a Bank and an CHAR_1\F:\DOCS\KAM\BANKING\218148_8 84 Eligible Assignee pursuant to Section 12.1 hereof14.1; (b) may consult with legal counsel (including counsel for any the Borrower), independent public accountants and other experts or consultants selected by it; (c) shall not be liable for any action taken or omitted to be taken in good faith by the Administrative Agent in accordance with the advice of counsel, accountants, consultants or experts; (d) shall make no warranty or representation to any Bank and shall not be responsible to any Bank for any recitals, statements, warranties or representations, whether written or oral, made in or in connection with this Agreement or the other Loan Documents; (e) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, obligations, covenants or conditions of this Agreement on the part of any the Borrower or to inspect the property (including, without limitation, any books and records) of any the Borrower; (f) shall not be responsible to any Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Loan Document or other support or security (including the validity, priority or perfection of any Lien), or any other document furnished in connection with any of the foregoing; and (g) shall incur no liability under or in respect of this Agreement or any other Loan Document by action upon any written notice, statement, certificate, order, telephone message, facsimile or other document which the Administrative Agent believes in good faith to be genuine and correct and to have been signed, sent or made by the proper Person.

Liability of the Administrative Agent. None of Neither the Administrative Agent Agent, nor any of its directors, officers, agents, employees, attorneys or any Agent-Related Person Affiliates shall be liable for any action taken or omitted to be not taken by it or them under or in connection with this Agreement and the other Loan Documents, except for its their own gross negligence or willful misconduct. Without limiting the generality of limitation on the foregoing, the Administrative Agent: Agent and its directors, officers, agents, employees, attorneys and Affiliates: (a) may May treat a Bank the payee of any Note as such the holder thereof until the Administrative Agent receives and accepts an executed Assignment Agreement entered into between a by the Bank which is the payee of such Advance, as assignor, and an Eligible Assignee pursuant to Assignee, as assignee, as provided in Section 12.1 hereof; 13.9, and may treat each Bank as the owner of that Bank's interest in the Obligations for all purposes of this Agreement until the Administrative Agent receives and accepts such Assignment Agreement. (b) may May consult with legal counsel (including counsel for any Borrowerin-house legal counsel), independent public accountants (including in-house accountants) and other professionals or experts or consultants selected by it; (c) , or with legal counsel, accountants or other professionals or experts for the Company and/or its subsidiaries or the Banks, and shall not be liable for any action taken or omitted to be not taken by it in good faith by the Administrative Agent in accordance with the any advice of such legal counsel, accountants, consultants accountants or other professionals or experts; . (dc) shall make no warranty or representation to any Bank and shall Shall not be responsible to any Bank for any recitalsstatement, statementswarranty or representation made in any of the Loan Documents or in any notice, warranties certificate, report, request or representations, whether other statement (written or oral, ) given or made in or in connection with this Agreement or any of the other Loan Documents; . (ed) shall not Shall have any no duty to ascertain ask or to inquire as to the performance or observance by the Company or its Subsidiaries of any of the terms, obligations, conditions or covenants or conditions of this Agreement on the part of any Borrower of the Loan Documents or to inspect any collateral or the property Property, books or records of the Company or its Subsidiaries. (including, without limitation, any books and recordse) of any Borrower; (f) shall Will not be responsible to any Bank for the due execution, legality, validity, enforceability, genuineness, effectiveness, sufficiency or value of this Agreement or any Loan Document, any other Loan Document instrument or other support writing furnished pursuant thereto or security (including the validity, priority or perfection of any Lien)in connection therewith, or any other document furnished collateral. (f) Will not incur any liability by acting or not acting in connection with any of the foregoing; and (g) shall incur no liability under or in respect of this Agreement or any other Loan Document by action reliance upon any written Loan Document, notice, consent, certificate, statement, certificate, order, telephone message, facsimile request or other document which the Administrative Agent believes in good faith instrument or writing believed by it to be genuine and correct and to have been signed, signed or sent or made by the proper Personparty or parties. (g) Will not incur any liability for any arithmetical error in computing any amount paid or payable by the Company or any Subsidiary or Affiliate thereof or paid or payable to or received or receivable from any Bank under any Loan Document, including, without limitation, principal, interest, facility fees, Advances and other amounts; provided that, promptly upon discovery of such an error in computation, the Administrative Agent, the Banks and (to the extent applicable) the Company and/or its Subsidiaries or Affiliates shall make such adjustments as are necessary to correct such error and to restore the parties to the position that they would have occupied had the error not occurred; provided further that, the obligations of Borrowers under this Section 10.6(g) shall survive for sixty (60) days following the termination of this Agreement and such obligations shall not, from and after the termination of this Agreement, be deemed Obligations for any purpose under the Loan Documents.

Liability of the Administrative Agent. None (a) The Administrative Agent, when acting on behalf of the Lenders may execute any of its duties under this Agreement by or through its officers, agents, or employees and neither the Administrative Agent nor its respective directors, officers, agents, or any Agent-Related Person employees shall be liable to the Lenders or any of them for any action taken or omitted to be taken in good faith, or be responsible to the Lenders or to any of them for the consequences of any oversight or error of judgment, or for any loss, unless the same shall happen through its gross negligence or willful misconduct. Neither the Administrative Agent nor its respective directors, officers, agents, and employees shall in any event be liable to the Lenders or to any of them for any action taken or omitted to be taken by it or them under pursuant to instructions received by it from the Required Lenders or in connection with this Agreement and reliance upon the other Loan Documents, except for its own gross negligence or willful misconductadvice of counsel selected by it. Without limiting the generality of the foregoing, the Administrative Agent: (a) may treat a Bank as such until neither the Administrative Agent receives an executed Assignment Agreement entered into between a Bank and an Eligible Assignee pursuant to Section 12.1 hereof; (b) may consult with legal counsel (including counsel for nor any Borrower)of its respective directors, independent public accountants and other experts officers, employees, or consultants selected by it; (c) agents shall not be liable for any action taken or omitted to be taken in good faith by the Administrative Agent in accordance with the advice of counsel, accountants, consultants or experts; (d) shall make no warranty or representation to any Bank and shall not be responsible to any Bank of the Lenders for the due execution (other than its own), validity, genuineness, effectiveness, sufficiency, or enforceability of, or for any recitalsstatement, statementswarranty, warranties or representationsrepresentation made by any other Person in, whether written or oralfor the perfection of any security interest contemplated by, made in or in connection with this Agreement or the other Loan Documents; (e) any related agreement, document or order or shall not have any duty be required to ascertain or to inquire as to make any inquiry concerning the performance or observance by the Borrower of any of the terms, obligationsconditions, covenants covenants, or conditions of this Agreement on the part of any Borrower or to inspect the property (including, without limitation, any books and records) of any Borrower; (f) shall not be responsible to any Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency or value agreements of this Agreement or any other Loan Document related agreement or other support or security document. (including b) Neither the validityAdministrative Agent nor any of its respective directors, priority or perfection of any Lien)officers, employees, or agents shall have any other document furnished responsibility to the Borrower on account of the failure or delay in connection with performance or breach by any of the foregoing; and (g) shall incur no liability Lenders or the Borrower of any of their respective obligations under or in respect of this Agreement or the Notes or any other Loan Document by action upon any written notice, statement, certificate, order, telephone message, facsimile related agreement or other document which the or in connection herewith or therewith. (c) The Administrative Agent believes in good faith such capacities hereunder, shall be entitled to rely on any communication, instrument, or document reasonably believed by it to be genuine and or correct and to have been signed, signed or sent by a Person or made Persons believed by it to be the proper PersonPerson or Persons, and it shall be entitled to rely on advice of legal counsel, independent public accountants, and other professional advisers and experts selected by it.

Liability of the Administrative Agent. None of Neither the Administrative Agent nor any of its directors, officers, agents or any Agent-Related Person shall employees (and, for purposes hereof, the Administrative Agent will be deemed to be contracting as administration agent and trustee for and on behalf of such persons) will be liable to the Lenders for any action taken or omitted to be taken by it or them under or in connection with this Agreement and the other Loan Documents, except for its or their own gross negligence or willful wilful misconduct. Without limiting the generality of the foregoing, the Administrative Agent: : (a) may treat a Bank as such assume that there has been no assignment or transfer by any means by the Lenders of their rights hereunder, unless and until the Administrative Agent receives written notice of the assignment thereof from such Lender and the Administrative Agent receives from the assignee an executed Assignment Agreement entered into between a Bank and assignment agreement providing, inter alia, that such assignee is bound hereby as it would have been if it had been an Eligible Assignee pursuant to Section 12.1 hereof; original Lender party hereto; (b) may consult with legal counsel (including receiving the opinions of Borrower's counsel for any Borrowerand Lenders' Counsel required hereunder), independent public accountants and other experts or consultants selected by it; (c) shall it and will not be liable for any action taken or omitted to be taken in good faith by the Administrative Agent it in accordance with the advice of such counsel, accountants, consultants accountants or experts; ; (c) will incur no liability under or in respect of this Agreement by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopier) believed by it to be genuine and signed or sent by the proper party or parties or by acting upon any representation or warranty of the Borrower made or deemed to be made hereunder; (d) shall may assume that no Default or Event of Default has occurred and is continuing unless it has actual knowledge to the contrary; (e) may rely as to any matters of fact which might reasonably be expected to be within the knowledge of any person upon a certificate signed by or on behalf of such person; (f) will not be bound to disclose to any other person any information relating to the Borrower or any other person if such disclosure would or might in its opinion constitute a breach of any applicable law, be in default of the provisions hereof or be otherwise actionable at the suit of any other person; and (g) may refrain from exercising any right, power or discretion vested in it which would or might in its reasonable opinion be contrary to any applicable law or any directive or otherwise render it liable to any person, and may do anything which is in its reasonable opinion necessary to comply with such applicable law. Further, the Administrative Agent (i) does not make no any warranty or representation to any Bank and shall not Lender nor will it be responsible to any Bank Lender for the accuracy or completeness of the representations and warranties of the Borrower herein or the data made available to any of the Lenders in connection with the negotiation of this Agreement, or for any recitals, statements, warranties or representations, representations (whether written or oral, ) made in or in connection with this Agreement or the other Loan DocumentsAgreement; (eii) shall will not have any duty to ascertain or to inquire enquire as to the performance or observance of any of the terms, obligations, covenants or conditions of this Agreement on the part of any the Borrower or to inspect the property (including, without limitation, any including the books and records) of the Borrower or any Borrowerof its Subsidiaries; and (fiii) shall will not be responsible to any Bank Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Loan Document instrument or other support or security (including the validity, priority or perfection of any Lien), or any other document furnished in connection with any of the foregoing; and (g) shall incur no liability under or in respect of this Agreement or any other Loan Document by action upon any written notice, statement, certificate, order, telephone message, facsimile or other document which the Administrative Agent believes in good faith to be genuine and correct and to have been signed, sent or made by the proper Personpursuant hereto.

Liability of the Administrative Agent. None of the Administrative Agent or any Agent-Related Person of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement and the other Loan Documents, except for its own gross negligence or willful misconduct. Without limiting the generality of the foregoing, the Administrative Agent: (a) may treat a Bank as such until the Administrative Agent receives an executed Assignment Agreement entered into between a Bank and an Eligible Assignee pursuant to Section 12.1 hereof14.1; (b) may consult with legal counsel (including counsel for any the Borrower), independent public accountants and other experts or consultants selected by it; (c) shall not be liable for any action taken or omitted to be taken in good faith by the Administrative Agent in accordance with the advice of counsel, accountants, consultants or experts; (d) shall make no warranty or representation to any Bank and shall not be responsible to any Bank for any recitals, statements, warranties or representations, whether written or oral, made in or in connection with this Agreement or the other Loan Documents; (e) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, obligations, covenants or conditions of this Agreement on the part of any the Borrower or to inspect the property (including, without limitation, any books and records) of any the Borrower; (f) shall not be responsible to any Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Loan Document or other support or security (including the validity, priority or perfection of any Lien), or any other document furnished in connection with any of the foregoing; and (g) shall incur no liability under or in respect of this Agreement or any other Loan Document by action upon any written notice, statement, certificate, order, telephone message, facsimile or other document which the Administrative Agent believes in good faith to be genuine and correct and to have been signed, sent or made by the proper Person.

Liability of the Administrative Agent. None of the (a) The Administrative Agent shall not have any duties or any Agent-Related Person shall be liable for any action taken or omitted to be taken by it or them under or obligations except those expressly set forth herein and in connection with this Agreement and the other Loan Documents, except for and its own gross negligence or willful misconductduties hereunder and thereunder shall be administrative in nature. Without limiting the generality of the foregoing, the Administrative Agent: (ai) may treat a Bank as such until the Administrative Agent receives #10384228v33 shall not be subject to any fiduciary or other implied duties, regardless of whether an executed Assignment Agreement entered into between a Bank Event of Default has occurred and an Eligible Assignee pursuant is continuing, (ii) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 12.1 hereof; 10.08 or in the other Loan Documents) and (biii) may consult with legal counsel (including counsel except as expressly set forth herein and in the other Loan Documents, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any Borrower), independent public accountants and other experts information relating to the Borrower or consultants selected any of its Subsidiaries or Affiliates that is communicated to or obtained by it; (c) the institution serving as the Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall not be liable for any action taken or omitted to not taken by it (i) with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be taken necessary, or as the Administrative Agent will believe in good faith shall be necessary, under the circumstances as provided in Section 10.08 and the final paragraph of Article 7) or (ii) in the absence of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction by final nonappealable judgment. The Administrative Agent shall be deemed not to have knowledge of any Event of Default unless and until written notice thereof is given to the Administrative Agent in accordance with by the advice of counselBorrower or a Lender, accountants, consultants or experts; (d) shall make no warranty or representation to any Bank and the Administrative Agent shall not be responsible for, or have any duty to ascertain or inquire into, (A) any Bank for any recitalsstatement, statements, warranties warranty or representations, whether written or oral, representation made in or in connection with this Agreement or the any other Loan Documents; Document, (eB) shall not have the contents of any duty to ascertain certificate, report or to inquire as to other document delivered hereunder or thereunder or in connection herewith or therewith, (C) the performance or observance of any of the termscovenants, obligations, covenants agreements or other terms or conditions of this Agreement on set forth herein or therein or the part occurrence of any Borrower or to inspect Event of Default, (D) the property (including, without limitation, any books and records) of any Borrower; (f) shall not be responsible to any Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency effectiveness or value genuineness of this Agreement or Agreement, any other Loan Document or any other support agreement, instrument or security document, or (including E) the validity, priority or perfection satisfaction of any Lien)condition set forth in Section 4 or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent, and (iv) the Administrative Agent will not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable law, including for the avoidance of doubt, any action that may be in violation of the automatic stay under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Federal, state or foreign bankruptcy, insolvency, or similar law now or hereafter in effect. (b) The Administrative Agent shall be entitled to rely upon, and shall not incur any other document furnished in connection with liability for relying upon, any of the foregoing; and (g) shall incur no liability under or in respect of this Agreement or any other Loan Document by action upon any written notice, request, certificate, consent, statement, certificateinstrument, order, telephone document or other writing (including any electronic message, facsimile internet or intranet website posting or other document which the Administrative Agent believes in good faith distribution) believed by it to be genuine and correct and to have been signed, sent or otherwise authenticated by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. The Administrative Agent may consult with legal counsel (who may be counsel for the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. (c) The Administrative Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other Loan 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 the preceding paragraphs 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. The Administrative Agent shall not be responsible for the #10384228v33 negligence or misconduct of any sub-agents except to the extent that a court of competent jurisdiction determines in a final and nonappealable judgment that the Administrative Agent acted with gross negligence or willful misconduct in the selection of such sub-agents.

Liability of the Administrative Agent. None of Neither the Administrative Agent nor any of its directors, officers, agents, or any Agent-Related Person employees shall be liable to any Lender or the LC Issuer for any action taken or omitted to be not taken by it or them under or in connection with this Agreement and the other Loan Documents, except for that the Administrative Agent shall be liable with respect to its specific duties set forth hereunder, but only to the extent of its own gross negligence or willful misconductmisconduct in the discharge thereof as determined by a final nonappealable judgment of a court of competent jurisdiction. Without limiting the generality of the foregoing, Neither the Administrative AgentAgent nor any of its directors, officers, agents, or employees shall be responsible for or have any duty to ascertain, inquire into, or verify: (a) may treat a Bank as such until the Administrative Agent receives an executed Assignment Agreement entered into between a Bank and an Eligible Assignee pursuant to Section 12.1 hereofany statement, warranty, or representation made in connection with any Loan Document or any borrowing hereunder; (b) may consult with legal counsel (including counsel for any Borrower), independent public accountants and other experts or consultants selected by it; (c) shall not be liable for any action taken or omitted to be taken in good faith by the Administrative Agent in accordance with the advice of counsel, accountants, consultants or experts; (d) shall make no warranty or representation to any Bank and shall not be responsible to any Bank for any recitals, statements, warranties or representations, whether written or oral, made in or in connection with this Agreement or the other Loan Documents; (e) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, obligations, covenants or conditions of this Agreement on agreements specified in any Loan Document; (c) the part satisfaction of any Borrower or to inspect the property (including, without limitation, condition specified in any books and records) of any BorrowerLoan Document; (fd) shall not be responsible to any Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Loan Document or other support or security (including the validity, priority effectiveness, sufficiency, or perfection genuineness of any Lien)Loan Document, any Lien purported to be created or perfected thereby, or any other document instrument or writing furnished in connection with therewith; (e) the existence or non-existence of any Default or Event of Default; or (f) the foregoing; and (g) financial condition of any Restricted Person. The Administrative Agent shall not incur no any liability under or by acting in respect of this Agreement or any other Loan Document by action reliance upon any written notice, consent, certificate, statement, certificate, order, telephone message, facsimile or other document writing (which may be a bank wire, telex, facsimile, or electronic transmission or similar writing) believed by it to be genuine or to be signed by the proper party or parties. The Administrative Agent believes shall not be liable for any apportionment or distribution of payments made by it in good faith to be genuine and correct and if any such apportionment or distribution is subsequently determined to have been signedmade in error, sent or then the sole recourse of any Lender to whom payment was due but not made shall be to recover from the other Lenders any payment in excess of the amount to which they are determined to be entitled (and such other Lenders hereby agree to return to such Lender any such erroneous payments received by the proper Personthem).

Liability of the Administrative Agent. None of Neither the Administrative Agent Agent, the Issuing Bank, nor any of their respective directors, officers, employees or any Agent-Related Person agents, shall be liable as such for any action taken or omitted to be taken by it or them under or in connection with this Agreement and the other Loan Documentsany of them, except for its such party’s own gross negligence or willful misconduct. Without limiting , or be responsible for any statement, warranty or representation herein or the generality contents of any document delivered in connection herewith, or be required to ascertain or to make any inquiry concerning the performance or observance by the Borrower or any Subsidiary of any of the foregoingterms, conditions, covenants or agreements contained in any Loan Document. Neither the Administrative Agent nor the Issuing Bank shall be responsible to the Lenders or the holders of the Notes for the due execution, genuineness, validity, enforceability or effectiveness of this Agreement, the Notes or any other Loan Documents or other instruments or agreements. The Administrative Agent and the Issuing Bank may deem and treat the payee of any Note as the owner thereof for all purposes hereof until it shall have received from the payee of such Note notice, given as provided herein, of the transfer thereof in compliance with Section 9.04. Each of the Administrative Agent and the Issuing Bank shall in all cases be fully protected in acting, or refraining from acting, in accordance with written instructions signed by the Required Lenders and, except as otherwise specifically provided herein, such instructions and any action or inaction pursuant thereto shall be binding on all the Lenders and each subsequent holder of any Note. The Administrative Agent, the Issuing Bank and the Required Lenders shall, in the absence of knowledge to the contrary, be entitled to rely on any instrument or document believed by it in good faith to be genuine and correct and to have been signed or sent by the proper person or persons. Neither the Administrative Agent: (a) may treat a , the Issuing Bank as such until nor any of their respective directors, officers, employees or agents, shall have any responsibility to the Borrowers on account of the failure of or delay in performance or breach by any Lender of any of its obligations hereunder or to any Lender on account of the failure of or delay in performance or breach by any other Lender or the Borrower or any Subsidiary of any of their respective obligations hereunder or under any other Loan Document or in connection herewith or therewith. The Administrative Agent receives an executed Assignment Agreement entered into between a and the Issuing Bank may execute any and an Eligible Assignee pursuant all duties hereunder by or through agents or employees, shall be entitled to Section 12.1 hereof; (b) may consult with legal counsel (including counsel for any Borrower)counsel, independent public accountants and other experts or consultants selected by it; (c) it with respect to all matters arising hereunder and shall not be liable for any action taken or omitted to be taken in good faith by the Administrative Agent it in accordance with the advice of such counsel, accountants, consultants accountants or experts; (d) shall make no warranty or representation to any Bank and shall not be responsible to any Bank for any recitals, statements, warranties or representations, whether written or oral, made in or in connection with this Agreement or the other Loan Documents; (e) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, obligations, covenants or conditions of this Agreement on the part of any Borrower or to inspect the property (including, without limitation, any books and records) of any Borrower; (f) shall not be responsible to any Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Loan Document or other support or security (including the validity, priority or perfection of any Lien), or any other document furnished in connection with any of the foregoing; and (g) shall incur no liability under or in respect of this Agreement or any other Loan Document by action upon any written notice, statement, certificate, order, telephone message, facsimile or other document which the Administrative Agent believes in good faith to be genuine and correct and to have been signed, sent or made by the proper Person.

Liability of the Administrative Agent. None (a) The Administrative Agent, when acting on behalf of any Secured Party, may execute any of its duties under this Credit Agreement or the other Fundamental Documents by or through its respective directors, officers, employees or agents and neither the Administrative Agent nor its directors, officers, employees or any Agent-Related Person agents shall be liable to the other Secured Parties or any of them for any action taken or omitted to be taken in good faith, nor be responsible to the other Secured Parties or to any of them for the consequences of any oversight or error of judgment, or for any loss, unless the same shall happen through its gross negligence or willful misconduct, as finally determined by a court of competent jurisdiction in a non-appealable decision or in an appealable decision that the party seeking indemnification does not appeal within the time required. The Administrative Agent and its directors, officers, employees and agents shall in no event be liable to the other Secured Parties or to any of them for any action taken or omitted to be taken by it or them under pursuant to instructions received by it from the Required Lenders or in connection reliance upon the advice of counsel selected by it with this Agreement and the other Loan Documents, except for its own gross negligence or willful misconductreasonable care. Without limiting the generality of the foregoing, the Administrative Agent: (a) may treat a Bank as such until neither the Administrative Agent receives an executed Assignment Agreement entered into between a Bank and an Eligible Assignee pursuant to Section 12.1 hereof; (b) may consult with legal counsel (including counsel for nor any Borrower)of its directors, independent public accountants and other experts officers, employees or consultants selected by it; (c) agents shall not be liable for any action taken or omitted to be taken in good faith by the Administrative Agent in accordance with the advice of counsel, accountants, consultants or experts; (d) shall make no warranty or representation to any Bank and shall not be responsible to any Bank of the Secured Parties for the due execution, validity, genuineness, effectiveness, sufficiency, or enforceability of, or for any recitalsstatement, statementswarranty, warranties or representationsrepresentation in, whether written or oralfor the perfection of any security interest contemplated by, made in this Credit Agreement, any other Fundamental Document or in connection with this Agreement any related agreement, document or order, or for freedom of any of the other Loan Documents; (e) Collateral or any of the Pledged Collateral from prior Liens or security interests, or shall not have any duty be required to ascertain or to inquire as to make any inquiry concerning the performance or observance by the Borrower, any other Credit Party of any of the terms, obligationsconditions, covenants covenants, or conditions agreements of this Agreement on the part of any Borrower or to inspect the property (including, without limitationCredit Agreement, any books and records) of any Borrower; (f) shall not be responsible to any Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Loan Document or other support or security (including the validity, priority or perfection of any Lien)Fundamental Document, or any related agreement or document. (b) None of the Administrative Agent (in its capacity as agent for the Lenders) or any of its directors, officers, employees or agents shall have any responsibility to the Borrower, any other document furnished Credit Party on account of the failure or delay in connection with performance or breach by any of the foregoing; and Lenders of any of such ▇▇▇▇▇▇’s obligations under this Credit Agreement, the other Fundamental Documents or any related agreement or document or in connection herewith or therewith. No Lender nor any of its directors, officers, employees or agents shall have any responsibility to the Borrower, any other Credit Party on account of the failure or delay in performance or breach by any other Lender of such other Lender’s obligations under this Credit Agreement, the other Fundamental Documents or any related agreement or document or in connection herewith or therewith. (gc) The Administrative Agent (in its capacity as agent for the Lenders) shall incur no liability under be entitled to rely on any communication, instrument or in respect of this Agreement or any other Loan Document document believed by action upon any written notice, statement, certificate, order, telephone message, facsimile or other document which the Administrative Agent believes in good faith it to be genuine and or correct and to have been signed, signed or sent by a Person or made Persons believed by it to be the proper PersonPerson or Persons, and it shall be entitled to rely on advice of legal counsel, independent public accountants, and other professional advisers and experts selected by it.

Liability of the Administrative Agent. None of Neither the Administrative Agent ------------------------------------- Agent, nor any of its directors, officers, agents, employees or any Agent-Related Person attorneys shall be liable for any action taken or omitted to be not taken by it or them under or in connection with this Agreement and the other Loan Documents, except for its their own gross negligence or willful misconduct. ------ Without limiting the generality of limitation on the foregoing, the Administrative Agent: Agent and its directors, officers, agents, employees and attorneys: (a) may May treat a Bank the payee of any Note as such the holder thereof until the Administrative Agent receives an executed Assignment notice of the assignment or transfer thereof, in form satisfactory to the Administrative Agent, signed by the payee, and may treat each Bank as the owner of that Bank's interest in the Obligations for all purposes of this Agreement entered into between a Bank and an Eligible Assignee pursuant until the Administrative Agent receives notice of the assignment or transfer thereof, in form satisfactory to Section 12.1 hereof; the Administrative Agent, signed by that Bank. (b) may May consult with legal counsel (including counsel for any Borrowerin-house legal counsel), independent public --------- accountants (including in-house accountants) and other professionals or --------- experts or consultants selected by it; (c) , or with legal counsel, accountants or other professionals or experts for the Company and/or its subsidiaries or the Banks, and shall not be liable for any action taken or omitted to be not taken by it in good faith by the Administrative Agent in accordance with the any advice of such legal counsel, accountants, consultants accountants or other professionals or experts; . (dc) shall make no warranty or representation to any Bank and shall Shall not be responsible to any Bank for any recitalsstatement, statementswarranty or representation made in any of the Loan Documents or in any notice, warranties certificate, report, request or representations, whether other statement (written or oral, ) given or made in or in connection with this Agreement or any of the other Loan Documents; . (ed) shall not Shall have any no duty to ascertain ask or to inquire as to the performance or observance by the Company or its Subsidiaries of any of the terms, obligations, conditions or covenants or conditions of this Agreement on the part of any Borrower of the Loan Documents or to inspect any collateral or the property Property, books or records of the Company or its Subsidiaries. (including, without limitation, any books and recordse) of any Borrower; (f) shall Will not be responsible to any Bank for the due execution, legality, validity, enforceability, genuineness, effectiveness, sufficiency or value of this Agreement or any Loan Document, any other Loan Document instrument or other support writing furnished pursuant thereto or security (including the validity, priority or perfection of any Lien)in connection therewith, or any other document furnished collateral. (f) Will not incur any liability by acting or not acting in connection with any of the foregoing; and (g) shall incur no liability under or in respect of this Agreement or any other Loan Document by action reliance upon any written Loan Document, notice, consent, certificate, statement, certificate, order, telephone message, facsimile request or other document which the Administrative Agent believes in good faith instrument or writing believed by it to be genuine and correct and to have been signed, signed or sent or made by the proper Personparty or parties. (g) Will not incur any liability for any arithmetical error in computing any amount paid or payable by the Company or any Subsidiary or Affiliate thereof or paid or payable to or received or receivable from any Bank under any Loan Document, including, without limitation, principal, --------- interest, commitment fees, Advances and other amounts; provided that, -------- promptly upon discovery of such an error in computation, the Administrative Agent, the Banks and (to the extent applicable) the Company and/or its Subsidiaries or Affiliates shall make such adjustments as are necessary to correct such error and to restore the parties to the position that they would have occupied had the error not occurred; provided further that, the -------- ------- obligations of Borrowers under this Section 10.6(g) shall survive for sixty (60) days following the termination of this Agreement and such obligations shall not, from and after the termination of this Agreement, be deemed Obligations for any purpose under the Loan Documents.

Liability of the Administrative Agent. None of the (a) The Administrative Agent shall not have any duties or any Agent-Related Person shall be liable for any action taken or omitted to be taken by it or them under or obligations except those expressly set forth herein and in connection with this Agreement and the other Loan Documents, except for and its own gross negligence or willful misconductduties hereunder and thereunder shall be administrative in nature. Without limiting the generality of the foregoing, the Administrative Agent: (ai) may treat a Bank as such until the Administrative Agent receives shall not be subject to any fiduciary or other implied duties, regardless of whether an executed Assignment Agreement entered into between a Bank Event of Default has occurred and an Eligible Assignee pursuant is continuing, (ii) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 12.1 hereof; 10.08 or in the other Loan Documents) and (biii) may consult with legal counsel (including counsel except as expressly set forth herein and in the other Loan Documents, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any Borrower), independent public accountants and other experts information relating to the Borrower or consultants selected any of its Subsidiaries or Affiliates that is communicated to or obtained by it; (c) the institution serving as the Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall not be liable for any action taken or omitted to not taken by it (i) with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be taken necessary, or as the Administrative Agent will believe in good faith shall be necessary, under the circumstances as provided in Section 10.08 and the final paragraph of Article 7) or (ii) in the absence of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction by final nonappealable judgment. The Administrative Agent shall be deemed not to have knowledge of any Event of Default unless and until written notice thereof is given to the Administrative Agent in accordance with by the advice of counselBorrower or a Lender, accountants, consultants or experts; (d) shall make no warranty or representation to any Bank and the Administrative Agent shall not be responsible for, or have any duty to ascertain or inquire into, (A) any Bank for any recitalsstatement, statements, warranties warranty or representations, whether written or oral, representation made in or in connection with this Agreement or the any other Loan Documents; Document, (eB) shall not have the contents of any duty to ascertain certificate, report or to inquire as to other document delivered hereunder or thereunder or in connection herewith or therewith, (C) the performance or observance of any of the termscovenants, obligations, covenants agreements or other terms or conditions of this Agreement on set forth herein or therein or the part occurrence of any Borrower or to inspect Event of Default, (D) the property (including, without limitation, any books and records) of any Borrower; (f) shall not be responsible to any Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency effectiveness or value genuineness of this Agreement or Agreement, any other Loan Document or any other support agreement, instrument or security document, or (including E) the validity, priority or perfection satisfaction of any Lien)condition set forth in Section 4 or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent, and (iv) the Administrative Agent will not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable law, including for the avoidance of doubt, any action that may be in violation of the automatic stay under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Federal, state or foreign bankruptcy, insolvency, or similar law now or hereafter in effect. (b) The Administrative Agent shall be entitled to rely upon, and shall not incur any other document furnished in connection with liability for relying upon, any of the foregoing; and (g) shall incur no liability under or in respect of this Agreement or any other Loan Document by action upon any written notice, request, certificate, consent, statement, certificateinstrument, order, telephone document or #1038422810384414v3315 other writing (including any electronic message, facsimile internet or intranet website posting or other document which the Administrative Agent believes in good faith distribution) believed by it to be genuine and correct and to have been signed, sent or otherwise authenticated by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. The Administrative Agent may consult with legal counsel (who may be counsel for the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. (c) The Administrative Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other Loan 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 the preceding paragraphs 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. The Administrative Agent shall not be responsible for the negligence or misconduct of any sub-agents except to the extent that a court of competent jurisdiction determines in a final and nonappealable judgment that the Administrative Agent acted with gross negligence or willful misconduct in the selection of such sub-agents.

Liability of the Administrative Agent. None of Neither the Administrative Agent Agent, the Issuing Bank, nor any of their respective directors, officers, employees or any Agent-Related Person agents, shall be liable as such for any action taken or omitted to be taken by it or them under or in connection with this Agreement and the other Loan Documentsany of them, except for its such party’s own gross negligence or willful misconduct. Without limiting , or be responsible for any statement, warranty or representation herein or the generality contents of any document delivered in connection herewith, or be required to ascertain or to make any inquiry concerning the performance or observance by the Borrower or any Subsidiary of any of the foregoingterms, conditions, covenants or agreements contained in any Loan Document. Neither the Administrative Agent nor the Issuing Bank shall be responsible to the Lenders or the holders of the Notes for the due execution, genuineness, validity, enforceability or effectiveness of this Amended Agreement, the Notes or any other Loan Documents or other instruments or agreements. The Administrative Agent and the Issuing Bank may deem and treat the payee of any Note as the owner thereof for all purposes hereof until it shall have received from the payee of such Note notice, given as provided herein, of the transfer thereof in compliance with Section 9.04. Each of the Administrative Agent and the Issuing Bank shall in all cases be fully protected in acting, or refraining from acting, in accordance with written instructions signed by the Required Lenders and, except as otherwise specifically provided herein, such instructions and any action or inaction pursuant thereto shall be binding on all the Lenders and each subsequent holder of any Note. The Administrative Agent, the Issuing Bank and the Required Lenders shall, in the absence of knowledge to the contrary, be entitled to rely on any instrument or document believed by it in good faith to be genuine and correct and to have been signed or sent by the proper person or persons. Neither the Administrative Agent: (a) may treat a , the Issuing Bank as such until nor any of their respective directors, officers, employees or agents, shall have any responsibility to the Borrowers on account of the failure of or delay in performance or breach by any Lender of any of its obligations hereunder or to any Lender on account of the failure of or delay in performance or breach by any other Lender or the Borrower or any Subsidiary of any of their respective obligations hereunder or under any other Loan Document or in connection herewith or therewith. The Administrative Agent receives an executed Assignment Agreement entered into between a and the Issuing Bank may execute any and an Eligible Assignee pursuant all duties hereunder by or through agents or employees, shall be entitled to Section 12.1 hereof; (b) may consult with legal counsel (including counsel for any Borrower)counsel, independent public accountants and other experts or consultants selected by it; (c) it with respect to all matters arising hereunder and shall not be liable for any action taken or omitted to be taken in good faith by the Administrative Agent it in accordance with the advice of such counsel, accountants, consultants accountants or experts; (d) shall make no warranty or representation to any Bank and shall not be responsible to any Bank for any recitals, statements, warranties or representations, whether written or oral, made in or in connection with this Agreement or the other Loan Documents; (e) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, obligations, covenants or conditions of this Agreement on the part of any Borrower or to inspect the property (including, without limitation, any books and records) of any Borrower; (f) shall not be responsible to any Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Loan Document or other support or security (including the validity, priority or perfection of any Lien), or any other document furnished in connection with any of the foregoing; and (g) shall incur no liability under or in respect of this Agreement or any other Loan Document by action upon any written notice, statement, certificate, order, telephone message, facsimile or other document which the Administrative Agent believes in good faith to be genuine and correct and to have been signed, sent or made by the proper Person.

Liability of the Administrative Agent. None of the Administrative Agent or any Agent-Agent Related Person shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement and the other Loan Documents, except for its own gross negligence or willful misconduct. Without limiting the generality of the foregoing, the Administrative Agent: (a) may treat a Bank as such until the Administrative Agent receives an executed Assignment Agreement entered into between a Bank and an Eligible Assignee pursuant to Section 12.1 hereof; (b) may consult with legal counsel (including counsel for any Borrower), independent public accountants and other experts or consultants selected by it; (c) shall not be liable for any action taken or omitted to be taken in good faith by the Administrative Agent in accordance with the advice of counsel, accountants, consultants or experts; (d) shall make no warranty or representation to any Bank and shall not be responsible to any Bank for any recitals, statements, warranties or representations, whether written or oral, made in or in connection with this Agreement or the other Loan Documents; (e) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, obligations, covenants or conditions of this Agreement on the part of any Borrower or to inspect the property (including, without limitation, any books and records) of any Borrower; (f) shall not be responsible to any Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Loan Document or other support or security (including the validity, priority or perfection of any Lien), or any other document furnished in connection with any of the foregoing; and (g) shall incur no liability under or in respect of this Agreement or any other Loan Document by action upon any written notice, statement, certificate, order, telephone message, facsimile or other document which the Administrative Agent believes in good faith to be genuine and correct and to have been signed, sent or made by the proper Person.

Liability of the Administrative Agent. None of the (a) The Administrative Agent shall not have any duties or any Agent-Related Person shall be liable for any action taken or omitted to be taken by it or them under or obligations except those expressly set forth herein and in connection with this Agreement and the other Loan Documents, except for and its own gross negligence or willful misconductduties hereunder and thereunder shall be administrative in nature. Without limiting the generality of the foregoing, the Administrative Agent: (ai) may treat a Bank as such until the Administrative Agent receives shall not be subject to any fiduciary or other implied duties, regardless of whether an executed Assignment Agreement entered into between a Bank Event of Default has occurred and an Eligible Assignee pursuant is continuing, (ii) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 12.1 hereof; 10.08 or in the other Loan Documents) and (biii) may consult with legal counsel (including counsel except as expressly set forth herein and in the other Loan Documents, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any Borrower), independent public accountants and other experts information relating to the Borrower or consultants selected any of its Subsidiaries or Affiliates that is communicated to or obtained by it; (c) the institution serving as the Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall not be liable for any action taken or omitted to not taken by it (i) with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be taken necessary, or as the Administrative Agent will believe in good faith shall be necessary, under the circumstances as provided in Section 10.08 and the final paragraph of Article 7) or (ii) in the absence of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction by final nonappealable judgment. The Administrative Agent shall be deemed not to have knowledge of any Event of Default unless and until written notice thereof is given to the Administrative Agent in accordance with by the advice of counselBorrower or a Lender, accountants, consultants or experts; (d) shall make no warranty or representation to any Bank and the Administrative Agent shall not be responsible for, or have any duty to ascertain or inquire into, (A) any Bank for any recitalsstatement, statements, warranties warranty or representations, whether written or oral, representation made in or in connection with this Agreement or the any other Loan Documents; Document, (eB) shall not have the contents of any duty to ascertain certificate, report or to inquire as to other document delivered hereunder or thereunder or in connection herewith or therewith, (C) the performance or observance of any of the termscovenants, obligations, covenants agreements or other terms or conditions of this Agreement on set forth herein or therein or the part occurrence of any Borrower or to inspect Event of Default, (D) the property (including, without limitation, any books and records) of any Borrower; (f) shall not be responsible to any Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency effectiveness or value genuineness of this Agreement or Agreement, any other Loan Document or any other support agreement, instrument or security document, or (including E) the validity, priority or perfection satisfaction of any Lien)condition set forth in Section 4 or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent, and (iv) the Administrative Agent will not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable law, including for the avoidance of doubt, any action that may be in violation of the automatic stay under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Federal, state or foreign bankruptcy, insolvency, or similar law now or hereafter in effect. (b) The Administrative Agent shall be entitled to rely upon, and shall not incur any other document furnished in connection with liability for relying upon, any of the foregoing; and (g) shall incur no liability under or in respect of this Agreement or any other Loan Document by action upon any written notice, request, certificate, consent, statement, certificateinstrument, order, telephone document or other writing (including any electronic message, facsimile internet or intranet website posting or other document which the Administrative Agent believes in good faith distribution) believed by it to be genuine and correct and to have been signed, sent or otherwise authenticated by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. The Administrative Agent may consult with legal counsel (who may be counsel for the #10384414v15 Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. (c) The Administrative Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other Loan 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 the preceding paragraphs 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. The Administrative Agent shall not be responsible for the negligence or misconduct of any sub-agents except to the extent that a court of competent jurisdiction determines in a final and nonappealable judgment that the Administrative Agent acted with gross negligence or willful misconduct in the selection of such sub-agents.

Liability of the Administrative Agent. None of Neither the Administrative Agent Agent, nor any of its Affiliates and their respective directors, officers, agents or any Agent-Related Person employees shall be liable for any action taken or omitted to be not taken by it or them under or such Person in connection with this Agreement and any Financing Document (i) in the other Loan Documents, except for absence of its own gross negligence or willful misconduct. Without limiting misconduct or (ii) with the generality consent or at the request of the foregoingRequired Lenders, provided that this clause (ii) shall not affect any rights the Borrower may have against the Lenders that made such request. Neither the Administrative Agent: (a) may treat a Bank as such until the Administrative Agent receives an executed Assignment Agreement entered into between a Bank , nor its Affiliates and an Eligible Assignee pursuant to Section 12.1 hereof; (b) may consult with legal counsel (including counsel for any Borrower)their respective directors, independent public accountants and other experts officers, agents or consultants selected by it; (c) employees shall not be liable for any action taken or omitted to be taken in good faith by the Administrative Agent in accordance with the advice of counsel, accountants, consultants or experts; (d) shall make no warranty or representation to any Bank and shall not be responsible to any Bank for any recitals, statements, warranties or representations, whether written or oral, made in or in connection with this Agreement or the other Loan Documents; (e) shall not have any duty to ascertain ascertain, inquire into or to inquire as to verify (i) any statement, warranty or representation made in connection with any Financing Document; (ii) the performance or observance of any of the terms, obligations, covenants or conditions agreements of this Agreement on the part Borrower in any Financing Document; (iii) the satisfaction of any Borrower condition specified in Article 3, except receipt of items required to be delivered to the Administrative Agent; or to inspect (iv) the property (includingvalidity, without limitation, any books and records) effectiveness or genuineness of any Borrower; (f) shall not be responsible to any Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement Financing Document or any other Loan Document instrument or other support or security (including the validity, priority or perfection of any Lien), or any other document writing furnished in connection with therewith. The Administrative Agent shall not incur any of the foregoing; and (g) shall incur no liability under or by acting in respect of this Agreement or any other Loan Document by action reliance upon any written notice, consent, certificate, statement, certificateor other writing (which may be a bank wire, order, telephone messagetelex, facsimile transmission or similar writing) believed by it to be genuine or to be signed by the proper party or parties. The Administrative Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other document which Financing 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 Section shall apply to any such sub-agent and to the Related Parties of the Administrative Agent believes and any such sub-agent, and shall apply to their respective activities in good faith to be genuine and correct and to have been signed, sent or made by connection with the proper Personsyndication of the credit facilities provided for herein as well as activities as the Administrative Agent.

Liability of the Administrative Agent. None of the Administrative Agent or any Agent-Related No Agent‑Related Person shall (a) be liable to any Lender for any action taken or omitted to be taken by it or any of them under or in connection with this Agreement and the or any other Loan Documents, Document or the transactions contemplated hereby (except for its own gross negligence or willful misconduct. Without limiting , as determined by the generality final nonappealable judgment of the foregoinga court of competent jurisdiction, the Administrative Agent: (a) may treat a Bank as such until the Administrative Agent receives an executed Assignment Agreement entered into between a Bank and an Eligible Assignee pursuant to Section 12.1 hereof; in connection with its duties expressly set forth herein), or (b) may consult with legal counsel (including counsel be responsible in any manner to any Lender or Participant for any Borrower)recital, independent public accountants and statement, representation or warranty made by any Loan Party or any officer thereof, contained herein or in any other experts Loan Document, or consultants selected by it; (c) shall not be liable in any certificate, report, statement or other document referred to or provided for any action taken in, or omitted to be taken in good faith received by the Administrative Agent in accordance with the advice of counsel, accountants, consultants or experts; (d) shall make no warranty or representation to any Bank and shall not be responsible to any Bank for any recitals, statements, warranties or representations, whether written or oral, made in under or in connection with with, this Agreement or the any other Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document, or the perfection or priority of any Lien or security interest created or purported to be created under the Collateral Documents; (e) , or for any failure of any Loan Party or any other party to any Loan Document to perform its obligations hereunder or thereunder. No Agent‑Related Person shall not have be under any duty obligation to any Lender or Participant to ascertain or to inquire as to the observance or performance or observance of any of the termsagreements contained in, obligations, covenants or conditions of this Agreement on the part of any Borrower or to inspect the property (includingof, without limitation, any books and records) of any Borrower; (f) shall not be responsible to any Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Loan Document Document, or other support to inspect the properties, books or security (including the validity, priority or perfection records of any Lien), Loan Party or any other document furnished in connection with Affiliate thereof. The Administrative Agent shall not be responsible or liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of the foregoing; and (gprofit) shall incur no liability under or in respect irrespective of this Agreement or any other Loan Document by action upon any written notice, statement, certificate, order, telephone message, facsimile or other document which whether the Administrative Agent believes has been advised of the likelihood of such loss or damage and regardless of the form of action. In no event shall the Administrative Agent be responsible or liable for any failure or delay in good faith the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, future changes in applicable law or regulation, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that the Administrative Agent shall use reasonable efforts consistent with accepted practices in the banking industry to be genuine and correct and to have been signed, sent or made by resume performance as soon as practicable under the proper Personcircumstances.

Liability of the Administrative Agent. None of Neither the Administrative Agent nor any of its directors, officers, agents, or any Agent-Related Person employees shall be liable to any Lender or the LC Issuer for any action taken or omitted to be not taken by it or them under or in connection with this Agreement and the other Loan Documents, except for that the Administrative Agent shall be liable with respect to its specific duties set forth hereunder, but only to the extent of its own gross negligence or willful misconductmisconduct in the discharge thereof as determined by a final nonappealable judgment of a court of competent jurisdiction. Without limiting the generality of the foregoing, Neither the Administrative AgentAgent nor any of its directors, officers, agents, or employees shall be responsible for or have any duty to ascertain, inquire into, or verify: (a) may treat a Bank as such until the Administrative Agent receives an executed Assignment Agreement entered into between a Bank and an Eligible Assignee pursuant to Section 12.1 hereofany statement, warranty, or representation made in connection with any Loan Document or any borrowing hereunder; (b) may consult with legal counsel (including counsel for any Borrower), independent public accountants and other experts or consultants selected by it; (c) shall not be liable for any action taken or omitted to be taken in good faith by the Administrative Agent in accordance with the advice of counsel, accountants, consultants or experts; (d) shall make no warranty or representation to any Bank and shall not be responsible to any Bank for any recitals, statements, warranties or representations, whether written or oral, made in or in connection with this Agreement or the other Loan Documents; (e) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, obligations, covenants or conditions of this Agreement on agreements specified in any Loan Document; (c) the part satisfaction of any Borrower or to inspect the property (including, without limitation, condition specified in any books and records) of any BorrowerLoan Document; (fd) shall not be responsible to any Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Loan Document or other support or security (including the validity, priority effectiveness, sufficiency, or perfection genuineness of any Lien)Loan Document, any Lien purported to be created or perfected thereby, or any other document instrument or writing furnished in connection with therewith; (e) the existence or non-existence of any Default or Event of Default; or (f) the foregoing; and (g) financial condition of any Credit Party. The Administrative Agent shall not incur no any liability under or by acting in respect of this Agreement or any other Loan Document by action reliance upon any written notice, consent, certificate, statement, certificate, order, telephone message, facsimile or other document writing (which may be a bank wire, telex, facsimile, or electronic transmission or similar writing) believed by it to be genuine or to be signed by the proper party or parties. The Administrative Agent believes shall not be liable for any apportionment or distribution of payments made by it in good faith to be genuine and correct and if any such apportionment or distribution is subsequently determined to have been signed, sent or made in error the sole recourse of any Lender to whom payment was due but not made shall be to recover from the other Lenders any payment in excess of the amount to which they are determined to be entitled (and such other Lenders hereby agree to return to such Lender any such erroneous payments received by the proper Person.them). 104 [Credit Agreement]

Liability of the Administrative Agent. None of (a) Notwithstanding any provision to the contrary contained elsewhere herein or in any other Loan Document, the Administrative Agent shall not have any duties or any Agent-Related Person shall be liable for any action taken or omitted to be taken by it or them under or responsibilities, except those expressly set forth in connection with this Agreement and the other Loan Documents, except for its own gross negligence and no implied covenants, functions, responsibilities, duties, obligations or willful misconductliabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative Agent. The permissive rights of the Administrative Agent to take any actions permitted by this Agreement or any other Loan Document shall not be construed as an obligation or duty to do so. Without limiting the generality of the foregoing, the Administrative Agent: Agent and its Related Parties: (ai) may treat shall not be subject to any fiduciary or other implied duties or obligations, regardless of whether a Bank Default or Event of Default has occurred and is continuing; (ii) shall not have any duty to take any discretionary action or exercise any discretionary powers, and shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document unless it shall first receive such advice or concurrence of the Required Lenders (or such other number or percentage of the Lenders as such until shall be necessary, or as the Administrative Agent receives an executed Assignment Agreement entered into between shall believe in good faith shall be necessary) as it deems appropriate, provided that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may (i) expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable Law, including, for the avoidance of doubt, any action that may be in violation of the automatic stay under any Debtor Relief Law or that may effect a Bank forfeiture, modification or termination of property of a Defaulting Lender in violation of any Debtor Relief Law; provided, further, that if the Administrative Agent so requests, it shall first be indemnified and an Eligible Assignee pursuant provided with adequate security to Section 12.1 hereof; (b) may consult with legal counsel its sole satisfaction (including counsel reasonable advances as may be requested by the Administrative Agent) by the Lenders against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such directed action; provided, further, that the Administrative Agent may seek clarification or further direction from the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall be necessary) prior to taking any such directed action and may refrain from acting until such clarification or further direction has been provided (and the Administrative Agent shall not incur liability to any Person by reason of so refraining); (iii) shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower), independent public accountants and other experts the Loan Parties, or consultants selected any of their Affiliates that is communicated to or obtained by it; the Person serving as the Administrative Agent or any of its Related Parties in any capacity; (civ) shall not be liable for any action taken or not taken by it (x) with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall be necessary) (and such consent or request and such action or action not taken pursuant thereto shall be binding upon all the Lenders and all other Secured Parties) or (y) in the absence of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final and nonappealable judgment (which shall not include any action taken or omitted to be taken in good faith by accordance with clause (x), for which the Administrative Agent in accordance with the advice of counsel, accountants, consultants or experts; and its Related Parties shall have no liability); (dv) shall make no warranty not be deemed to have knowledge of any Default or representation Event of Default unless and until written notice describing such Default or Event of Default and stating that such notice is a “notice of default” is given to any Bank and the Administrative Agent by the Borrower or a Lender; and (vi) shall not be responsible or liable for or have any duty to ascertain or inquire into or monitor (1) any Bank for any recitalsrecital, statementsstatement, warranties warranty or representations, whether written or oral, representation made in or in connection with this Agreement or the any other Loan Documents; Document, (e2) shall not have the contents of any duty to ascertain certificate, report, statement, or to inquire as to other document referred to, provided for, or delivered hereunder or thereunder or in connection herewith or therewith, (3) the performance or observance of any of the termscovenants, obligations, covenants agreements or other terms or conditions set forth herein or therein, the use of this Agreement on proceeds of the part Loans, or the occurrence or possible occurrence of any Borrower Default or to inspect Event of Default, (4) the property (including, without limitation, any books and records) of any Borrower; (f) shall not be responsible to any Bank for the due execution, legality, validity, enforceability, effectiveness, genuineness, collectibility or sufficiency of this Agreement, any other Loan Document or any other agreement, instrument or document, or the creation, preservation, perfection, maintenance or continuation of perfection, or priority of any Lien purported to be created by the Security Documents, (5) the value or the sufficiency of any Collateral, (6) whether the Collateral exists, is owned by Borrower or its Subsidiaries, is cared for, protected, insured, or maintained, or has been encumbered, or meets the eligibility criteria applicable in respect thereof, (7) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent, or the inspection of the properties, books or records of any Loan Party or any Affiliate thereof, or (8) the financial condition or business affairs of any Loan Party or any other Person liable for the payment of any Obligations. (a) Nothing in this Agreement or any other Loan Document shall require the Administrative Agent or other support its Related Parties to expend or security (including risk their own funds or otherwise incur any financial liability in the validity, priority or perfection performance of any Lien)duties, obligations or any other document furnished in connection with any of the foregoing; and (g) shall incur no liability under responsibilities or in respect the exercise of any right, power, authority or discretion hereunder or under the other Loan Documents. (b) The Administrative Agent and its Related Parties shall not be responsible or liable for any failure or delay in the performance of its obligations under this Agreement or any other Loan Document Document, in each case, arising out of or caused, directly or indirectly, by action upon circumstances beyond its control, including without limitation, any written noticeact or provision of any present or future law or regulation or governmental authority; acts of God; earthquakes; fires; floods; wars; terrorism; civil or military disturbances; sabotage; epidemics; pandemics; riots; interruptions, statementloss or malfunctions of utilities, certificate, order, telephone message, facsimile computer (hardware or software) or communications service; accidents; labor disputes; acts of civil or military authority or governmental actions; or the unavailability of the Federal Reserve Bank wire or telex or other document which wire or communication facility. (c) For the avoidance of doubt, and without limiting the other protections set forth in this Article IX, with respect to any approval, determination, designation, or judgment to be made by (including any item that must be to the satisfaction of the Administrative Agent believes herein or in the other Loan Documents), the Administrative Agent shall be entitled to request that the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith to shall be genuine and correct and to have been signednecessary) make or confirm such approval, sent determination, designation, or made by the proper Personjudgment (including whether any such item is satisfactory).