Common use of Responsibility of Administrative Agent Clause in Contracts

Responsibility of Administrative Agent. The Administrative Agent makes no representation or warranty, and accepts no responsibility, with respect to the due execution, legality, validity, sufficiency or enforceability of any Document or any other instrument or document referred to herein or relative hereto. The Administrative Agent assumes no responsibility for the financial condition of any Borrower or for the repayment of any of the Advances. The Administrative Agent assumes no responsibility with respect to the accuracy, authenticity, legality, validity, sufficiency or enforceability of any documents, papers, materials or other information furnished by any Borrower or any other Person to the Administrative Agent or to any Lender in connection with any of the Documents or any matter referred to therein. Except for its gross negligence or wilful misconduct, the Administrative Agent shall incur no liability to the Lenders under or in respect of this Agreement or any of the other Documents with respect to anything which it may do or refrain from doing in the reasonable exercise of its judgment or which may seem to it to be necessary or desirable in the circumstances. The Administrative Agent assumes no responsibility for the repayment of any of the Advances or other amounts outstanding under this Agreement or any of the other Documents by any Borrower. The Administrative Agent shall not have any duty to the Lenders to investigate whether a Default or an Event of Default has occurred. The Administrative Agent shall, as regards the Lenders, be entitled to assume that no Default or Event of Default has occurred and is continuing unless the Administrative Agent has actual knowledge or has been notified by any Borrower or a Material Subsidiary of such fact or has been notified by a Credit Facility Lender that such Credit Facility Lender considers that a Default or Event of Default has occurred and is continuing, such notification to specify in detail the nature thereof.

Responsibility of Administrative Agent. The It is expressly understood and agreed that the obligations of the Administrative Agent makes under the Loan Documents are only those expressly set forth in the Loan Documents and that the Administrative Agent shall be entitled to assume that no representation or warranty, Default exists and accepts no responsibility, with respect shall be deemed not to the due execution, legality, validity, sufficiency or enforceability have knowledge of any Document Default, unless and until the Administrative Agent receives written notice from a Borrower or any other instrument from a Lender that such Borrower or document referred to herein or relative heretoLender considers that a Default exists and specifying the nature thereof. The Lenders recognize and agree that the Administrative Agent assumes has no responsibility for confirming the financial condition accuracy of any Borrower or for the repayment of any of the Advances. The Administrative Agent assumes no responsibility with respect to the accuracy, authenticity, legality, validity, sufficiency or enforceability of any documents, papers, materials or other information furnished statements made by any Borrower or any other Person Subsidiary Guarantor, or to inspect the property, including the books and financial records, of any Borrower or any Subsidiary Guarantor, and in disbursing funds to the Borrowers, the Administrative Agent may rely fully upon statements contained in the relevant Notice of Advance. Neither the Administrative Agent nor any of its Related Parties shall be liable for any action taken or omitted to any Lender be taken by it under or in connection with any of the Documents or any matter referred to therein. Except Loan Documents, except for its own gross negligence or wilful willful misconduct. In the absence of gross negligence or willful misconduct, the Administrative Agent shall incur no liability to the Lenders under or in respect of this Agreement or any of the Loan Documents by acting upon any notice, consent, certificate, warranty or other Documents paper or instrument believed by it to be genuine or authentic or to be signed by the proper party or parties, or with respect to anything which it may do or refrain from doing in the reasonable exercise of its judgment judgment, or which may seem to it to be necessary or desirable in the circumstancespremises. The Administrative Agent assumes no responsibility shall not be responsible to the Lenders for, or have any duty to ascertain or inquire into (i) any recitals, statements, representations or warranties contained in or made in connection with this Agreement, any other Loan Document or in any certificate or other document referred to or provided for in, or received by any Lender under, this Agreement, (ii) the repayment validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any other Loan Document or any document referred to or provided for herein, (iii) any failure by the Borrowers or the Subsidiary Guarantors to perform any of their obligations hereunder or thereunder or (iv) other than to confirm receipt of items expressly required to be delivered to the Administrative Agent, the satisfaction of any of condition set forth in Article V or elsewhere herein. Except as expressly set forth herein, the Advances or other amounts outstanding under this Agreement or any of the other Documents by any Borrower. The Administrative Agent shall not have any duty to disclose, and shall not be liable for the Lenders failure to investigate whether a Default disclose, any information relating to EDS or an Event any of Default has occurredthe EDS Subsidiaries that is communicated to or obtained by the bank serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall, as regards the Lenders, shall be entitled to assume that no Default rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or Event other writing believed by it to be genuine and to have been signed or sent 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 be made by the proper Person, and shall not incur any liability for relying thereon. The Administrative Agent may employ and perform any and all of Default has occurred its duties and is continuing unless exercise any and all of its rights and power by or through agents and attorneys-in-fact and shall not be answerable, except as to money or securities received by it or its authorized agents, for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. The Administrative Agent and any such agent or attorney-in-fact may perform any and all of its duties and exercise any and all of its rights and powers through its respective Related Parties. The exculpatory provisions of the preceding paragraphs shall apply to any such agents, attorneys-in-fact and to the Related Parties of the Administrative Agent and any such agents, attorneys-in-fact, 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 relationship between the Administrative Agent and each of the Lenders is only that of agent and principal, has actual knowledge or has been notified by any Borrower or no fiduciary aspects and imposes no implied duties on the Administrative Agent, regardless of whether a Material Subsidiary of such fact or has been notified by a Credit Facility Lender that such Credit Facility Lender considers that a Default or Event of Potential Default has occurred and is continuing, and the Administrative Agent's duties hereunder are acknowledged to be only ministerial and not involving the exercise of discretion on its part. Nothing in this Agreement or elsewhere contained shall be construed to impose on the Administrative Agent any duties or responsibilities other than those for which express provision is herein made. In performing its duties and functions hereunder, the Administrative Agent does not assume and shall not be deemed to have assumed, and hereby expressly disclaims, any obligation or responsibility toward or any relationship of agency or trust with or for the Borrowers and the Subsidiary Guarantors. As to any matters not expressly provided for by this Agreement (including enforcement or collection of the Notes), the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Majority Lenders (or such notification other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 11.9) and such instructions shall be binding upon all Lenders and all holders of Notes; provided, however, that the Administrative Agent shall not be required to specify in detail take any action which exposes the nature thereofAdministrative Agent to personal liability or which is contrary to this Agreement, any other Loan Document or applicable law.

Responsibility of Administrative Agent. The It is expressly understood and agreed that the obligations of the Administrative Agent makes under the Loan Documents are only those expressly set forth in the Loan Documents and that the Administrative Agent shall be entitled to assume that no representation or warranty, Default exists and accepts no responsibility, with respect shall be deemed not to the due execution, legality, validity, sufficiency or enforceability have knowledge of any Document Default, unless and until the Administrative Agent receives written notice from a Borrower or any other instrument from a Lender that such Borrower or document referred to herein or relative heretoLender considers that a Default exists and specifying the nature thereof. The Lenders recognize and agree that the Administrative Agent assumes has no responsibility for confirming the financial condition accuracy of any Borrower or for the repayment of any of the Advances. The Administrative Agent assumes no responsibility with respect to the accuracy, authenticity, legality, validity, sufficiency or enforceability of any documents, papers, materials or other information furnished statements made by any Borrower or any other Person Subsidiary Guarantor, or to inspect the property, including the books and financial records, of any Borrower or any Subsidiary Guarantor, and in disbursing funds to the Borrowers, the Administrative Agent may rely fully upon statements contained in the relevant Notice of Advance. Neither the Administrative Agent nor any of its Related Parties shall be liable for any action taken or omitted to any Lender be taken by it under or in connection with any of the Documents or any matter referred to therein. Except Loan Documents, except for its own gross negligence or wilful willful misconduct. In the absence of gross negligence or willful misconduct, the Administrative Agent shall incur no liability to the Lenders under or in respect of this Agreement or any of the Loan Documents by acting upon any notice, consent, certificate, warranty or other Documents paper or instrument believed by it to be genuine or authentic or to be signed by the proper party or parties, or with respect to anything which it may do or refrain from doing in the reasonable exercise of its judgment judgment, or which may seem to it to be necessary or desirable in the circumstancespremises. The Administrative Agent assumes no responsibility shall not be responsible to the Lenders for, or have any duty to ascertain or inquire into (i) any recitals, statements, representations or warranties contained in or made in connection with this Agreement, any other Loan Document or in any certificate or other document referred to or provided for in, or received by any Lender under, this Agreement, (ii) the repayment validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any other Loan Document or any document referred to or provided for herein, (iii) any failure by the Borrowers or the Subsidiary Guarantors to perform any of their obligations hereunder or thereunder or (iv) other than to confirm receipt of items expressly required to be delivered to the Administrative Agent, the satisfaction of any of condition set forth in Article V or elsewhere herein. Except as expressly set forth herein, the Advances or other amounts outstanding under this Agreement or any of the other Documents by any Borrower. The Administrative Agent shall not have any duty to disclose, and shall not be liable for the Lenders failure to investigate whether a Default disclose, any information relating to EDS or an Event any of Default has occurredthe EDS Subsidiaries that is communicated to or obtained by the bank serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall, as regards the Lenders, shall be entitled to assume that no Default rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or Event other writing believed by it to be genuine and to have been signed or sent 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 be made by the proper Person, and shall not incur any liability for relying thereon. The Administrative Agent may employ and perform any and all of Default has occurred its duties and is continuing unless exercise any and all of its rights and power by or through agents and attorneys-in-fact and shall not be answerable, except as to money or securities received by it or its authorized agents, for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. The Administrative Agent and any such agent or attorney-in-fact may perform any and all of its duties and exercise any and all of its rights and powers through its respective Related Parties. The exculpatory provisions of the preceding paragraphs shall apply to any such agents, attorneys-in-fact and to the Related Parties of the Administrative Agent and any such agents, attorneys-in-fact, 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 relationship between the Administrative Agent and each of the Lenders is only that of agent and principal, has actual knowledge or has been notified by any Borrower or no fiduciary aspects and imposes no implied duties on the Administrative Agent, regardless of whether a Material Subsidiary of such fact or has been notified by a Credit Facility Lender that such Credit Facility Lender considers that a Default or Event of Potential Default has occurred and is continuing, and the Administrative Agent’s duties hereunder are acknowledged to be only ministerial and not involving the exercise of discretion on its part. Nothing in this Agreement or elsewhere contained shall be construed to impose on the Administrative Agent any duties or responsibilities other than those for which express provision is herein made. In performing its duties and functions hereunder, the Administrative Agent does not assume and shall not be deemed to have assumed, and hereby expressly disclaims, any obligation or responsibility toward or any relationship of agency or trust with or for the Borrowers and the Subsidiary Guarantors. As to any matters not expressly provided for by this Agreement (including enforcement or collection of the Notes), the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Majority Lenders (or such notification other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 11.9) and such instructions shall be binding upon all Lenders and all holders of Notes; provided, however, that the Administrative Agent shall not be required to specify in detail take any action which exposes the nature thereofAdministrative Agent to personal liability or which is contrary to this Agreement, any other Loan Document or applicable law.

Responsibility of Administrative Agent. The It is expressly understood and agreed that the obligations of the Administrative Agent makes under the Loan Documents are only those expressly set forth in the Loan Documents and that the Administrative Agent shall be entitled to assume that no representation or warranty, Default exists and accepts no responsibility, with respect shall be deemed not to the due execution, legality, validity, sufficiency or enforceability have knowledge of any Document Default, unless and until the Administrative Agent receives written notice from a Borrower or any other instrument from a Lender that such Borrower or document referred to herein or relative heretoLender considers that a Default exists and specifying the nature thereof. The Lenders recognize and agree that the Administrative Agent assumes has no responsibility for confirming the financial condition accuracy of any Borrower or for the repayment of any of the Advances. The Administrative Agent assumes no responsibility with respect to the accuracy, authenticity, legality, validity, sufficiency or enforceability of any documents, papers, materials or other information furnished statements made by any Borrower or any other Person Subsidiary Guarantor, or to inspect the property, including the books and financial records, of any Borrower or any Subsidiary Guarantor, and in disbursing funds to the Borrowers, the Administrative Agent may rely fully upon statements contained in the relevant Notice of Advance. Neither the Administrative Agent nor any of its Related Parties shall be liable for any action taken or omitted to any Lender be taken by it under or in connection with any of the Documents or any matter referred to therein. Except Loan Documents, except for its own gross negligence or wilful willful misconduct. In the absence of gross negligence or willful misconduct, the Administrative Agent shall incur no liability to the Lenders under or in respect of this Agreement or any of the Loan Documents by acting upon any notice, consent, certificate, warranty or other Documents paper or instrument believed by it to be genuine or authentic or to be signed by the proper party or parties, or with respect to anything which it may do or refrain from doing in the reasonable exercise of its judgment judgment, or which may seem to it to be necessary or desirable in the circumstancespremises. The Administrative Agent assumes no responsibility shall not be responsible to the Lenders for, or have any duty to ascertain or inquire into (i) any recitals, statements, representations or warranties contained in or made in connection with this Agreement, any other Loan Document or in any certificate or other document referred to or provided for in, or received by any Lender under, this Agreement, (ii) the repayment validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any other Loan Document or any document referred to or provided for herein, (iii) any failure by the Borrowers or the Subsidiary Guarantors to perform any of their obligations hereunder or thereunder or (iv) other than to confirm receipt of items expressly required to be delivered to the Administrative Agent, the satisfaction of any of condition set forth in Article V or elsewhere herein. Except as expressly set forth herein, the Advances or other amounts outstanding under this Agreement or any of the other Documents by any Borrower. The Administrative Agent shall not have any duty to disclose, and shall not be liable for the Lenders failure to investigate whether a Default disclose, any information relating to EDS or an Event any of Default has occurredthe EDS Subsidiaries that is communicated to or obtained by the bank serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall, as regards the Lenders, shall be entitled to assume that no Default rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or Event other writing believed by it to be genuine and to have been signed or sent 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 be made by the proper Person, and shall not incur any liability for relying thereon. The Administrative Agent may employ and perform any and all of Default has occurred its duties and is continuing unless exercise any and all of its rights and power by or through agents and attorneys-in-fact and shall not be answerable, except as to money or securities received by it or its authorized agents, for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. The Administrative Agent and any such agent or attorney-in-fact may perform any and all of its duties and exercise any and all of its rights and powers through its respective Related Parties. The exculpatory provisions of the preceding paragraphs shall apply to any such agents, attorneys-in-fact and to the Related Parties of the Administrative Agent and any such agents, attorneys-in-fact, 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 relationship between the Administrative Agent and each of the Lenders is only that of agent and principal, has actual knowledge or has been notified by any Borrower or no fiduciary aspects and imposes no implied duties on the Administrative Agent, regardless of whether a Material Subsidiary of such fact or has been notified by a Credit Facility Lender that such Credit Facility Lender considers that a Default or Event of Potential Default has occurred and is continuing, and the Administrative Agent’s duties hereunder are acknowledged to be only ministerial and not involving the exercise of discretion on its part. Nothing in this Agreement or elsewhere contained shall be construed to impose on the Administrative Agent any duties or responsibilities other than those for which express provision is herein made. In performing its duties and functions hereunder, the Administrative Agent does not assume and shall not be deemed to have assumed, and hereby expressly disclaims, any obligation or responsibility toward or any relationship of agency or trust with or for the Borrowers and the Subsidiary Guarantors. As to any matters not expressly provided for by this Agreement (including enforcement or collection of the Notes), the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Majority Lenders (or such notification other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 11.9) and such instructions shall be binding upon all Lenders and all holders of Notes and all Fronting Banks; provided, however, that the Administrative Agent shall not be required to specify in detail take any action which exposes the nature thereofAdministrative Agent to personal liability or which is contrary to this Agreement, any other Loan Document or applicable law.

Responsibility of Administrative Agent. The It is expressly understood and agreed that the obligations of Administrative Agent makes under the Loan Documents are only those expressly set forth in the Loan Documents as to each and that Administrative Agent, shall be entitled to assume that no representation Default or warrantyEvent of Default has occurred and is continuing, and accepts no responsibility, with respect to the due execution, legality, validity, sufficiency or enforceability of any Document or any other instrument or document referred to herein or relative hereto. The unless Administrative Agent assumes no responsibility for has actual knowledge of such fact or has received notice from a Lender or the financial condition Borrower that such Lender or the Borrower considers that a Default or an Event of any Borrower or for Default has occurred and is continuing and specifying the repayment of nature thereof. Neither Administrative Agent nor any of the Advances. The Administrative Agent assumes no responsibility with respect its directors, officers, attorneys or employees shall be liable for any action taken or omitted to the accuracy, authenticity, legality, validity, sufficiency be taken by them under or enforceability of any documents, papers, materials or other information furnished by any Borrower or any other Person to the Administrative Agent or to any Lender in connection with any of the Documents or any matter referred to therein. Except Loan Documents, except for its or their own gross negligence or wilful willful misconduct, the . Administrative Agent shall not incur no liability to the Lenders under or in respect of this Agreement or any of the Loan Documents by acting upon any notice, consent, certificate, warranty or other Documents paper or instrument believed by it to be genuine or authentic or to be signed by the proper party or parties, or with respect to anything which it may do or refrain from doing in the reasonable exercise of its judgment judgment, or which may seem to it to be necessary or desirable in the circumstancesdesirable. The Administrative Agent assumes no responsibility shall not be responsible to Lenders for the repayment of any of the Advances Borrower's recitals, statements, representations or warranties contained in any of the Loan Documents, or in any certificate or other amounts outstanding under this Agreement document referred to or provided for in, or received by any Lender under, the Loan Documents, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of or any of the other Loan Documents or for any failure by the Borrower to perform any Borrowerof its obligations hereunder or thereunder. Administrative Agent may employ agents and attorneys-in-fact and shall not be answerable, except as to money or securities received by it or its authorized agents, for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. The relationship between Administrative Agent and each Lender is only that of Administrative Agent and principal and has no fiduciary aspects. Nothing in the Loan Documents or elsewhere shall be construed to impose on Administrative Agent any duties or responsibilities other than those for which express provision is therein made. In performing its duties and functions hereunder, Administrative Agent does not assume and shall not be deemed to have assumed, and hereby expressly disclaims, any obligation or responsibility toward or any relationship of agency or trust with or for the Borrower or any of its beneficiaries or other creditors. As to any matters not expressly provided for by the Loan Documents, Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of all Lenders and such instructions shall be binding upon all Lenders and all holders of the Notes; provided, however, that Administrative Agent shall not be required to take any action which is contrary to the Loan Documents or applicable law. Administrative Agent shall have the right to exercise or refrain from exercising, without notice or liability to the Lenders, any and all rights afforded to Administrative Agent by the Loan Documents or which Administrative Agent may have as a matter of law; provided, however, Administrative Agent shall not (i) except as provided in Section 7(b) hereof, without the consent of Required Lenders designate the amount of the Borrowing Base (except for increase thereof) or (ii) without the consent of Majority Lenders, take any other action with regard to amending the Loan Documents, waiving any default under the Loan Documents or taking any other action with respect to the Loan Documents which requires consent of Majority Lenders. Provided further, however, that no amendment, waiver, or other action shall be effected pursuant to the preceding clause (ii) without the consent of all Lenders which: (i) would increase the Borrowing Base or decrease the Monthly Commitment Reduction, (ii) would reduce any fees hereunder, or the principal of, or the interest on, any Lender's Note or Notes, (iii) would postpone any date fixed for any payment of any fees hereunder, or any principal or interest of any Lender's Note or Notes, (iv) would materially increase any Lender's obligations hereunder or would materially alter Administrative Agent's obligations to any Lender hereunder, (v) would release Borrower from its obligation to pay any Lender's Note or Notes, (vi) would change the definition of Majority or Required Lenders, (vii) would amend, modify or change any provision of this Agreement requiring the consent of all the Lenders, (viii) would waive any of the conditions precedent to the Effective Date or the making of any Loan or issuance of any Letter of Credit or (ix) would extend the Maturity Date or (x) would amend this sentence or the previous sentence. Administrative Agent shall not have liability to Lenders for failure or delay in exercising any duty right or power possessed by Administrative Agent pursuant to the Lenders to investigate whether a Default Loan Documents or an Event otherwise unless such failure or delay is caused by the gross negligence of Default has occurred. The the Administrative Agent shallAgent, as regards the Lenders, be entitled to assume that no Default or Event of Default has occurred and is continuing unless in which case only the Administrative Agent has actual knowledge or has been notified by any Borrower or a Material Subsidiary of responsible for such fact or has been notified by a Credit Facility Lender that such Credit Facility Lender considers that a Default or Event of Default has occurred and is continuing, such notification gross negligence shall have liability therefor to specify in detail the nature thereofLenders.

Responsibility of Administrative Agent. The It is expressly understood and agreed that the obligations of Administrative Agent makes no representation or warranty, under the Loan Documents are only those expressly set forth in the Loan Documents and accepts no responsibility, with respect to the due execution, legality, validity, sufficiency or enforceability of any Document or any other instrument or document referred to herein or relative hereto. The that Administrative Agent assumes shall be entitled to assume that no Default exists, unless Administrative Agent has actual knowledge of such fact or has received notice from a Lender that such Lender considers that a Default exists and specifying the nature thereof. Lenders recognize and agree that Administrative Agent has no responsibility for confirming the financial condition accuracy of any Borrower statements made by Borrowers, or for to inspect the repayment property, including the books and financial records of any of the Advances. The Borrower, and in disbursing funds to Borrowers, Administrative Agent assumes no responsibility with respect to may rely fully upon statements contained in the accuracy, authenticity, legality, validity, sufficiency or enforceability relevant Notice of any documents, papers, materials or other information furnished by any Borrower or any other Person to the Advance. Neither Administrative Agent nor any of its directors, officers or employees shall be liable for any action taken or omitted to any Lender be taken by it under or in connection with any of the Documents or any matter referred to therein. Except Loan Documents, except for its own gross negligence or wilful willful misconduct. In the absence of gross negligence or willful misconduct, the Administrative Agent shall incur no liability to the Lenders under or in respect of this Agreement or any of the Loan Documents by acting upon any notice, consent, certificate, warranty or other Documents paper or instrument believed by it to be genuine or authentic or to be signed by the proper party or parties, or with respect to anything which it may do or refrain from doing in the reasonable exercise of its judgment judgment, or which may seem to it to be necessary or desirable in the circumstancespremises. The Administrative Agent assumes no responsibility shall not be responsible to Lenders for any recitals, statements, representations or warranties contained in this Agreement, or in any certificate or other document referred to or provided for in, or received by any Lender under, this Agreement, or for the repayment validity, effectiveness, genuineness, enforceability or sufficiency of any of the Advances or other amounts outstanding under this Agreement or any document referred to or provided for herein or for any failure by Borrowers to perform any of their obligations hereunder. Administrative Agent may employ agents and attorneys‑in‑fact and shall not be answerable, except as to money or securities received by it or its authorized agents, for the negligence or misconduct of any such agents or attorneys‑in‑fact selected by it with reasonable care. The relationship between Administrative Agent and each of the Lenders is only that of agent and principal and has no fiduciary aspects, and Administrative Agent's duties hereunder are acknowledged to be only ministerial and not involving the exercise of discretion on its part. Nothing in this Agreement or elsewhere contained shall be construed to impose on Administrative Agent any duties or responsibilities other Documents than those for which express provision is herein made. In performing its duties and functions hereunder, Administrative Agent does not assume and shall not be deemed to have assumed, and hereby expressly disclaims, any obligation or responsibility toward or any relationship of agency or trust with or for Borrowers. As to any matters not expressly provided for by any Borrower. The this Agreement (including, without limitation, enforcement or collection of the Notes), Administrative Agent shall not have be required to exercise any duty discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of Majority Lenders to investigate whether a Default or an Event and such instructions shall be binding upon all Lenders and all holders of Default has occurred. The Notes; provided, however, that Administrative Agent shall, as regards the Lenders, shall not be entitled required to assume that no Default or Event of Default has occurred and is continuing unless the take any action which exposes Administrative Agent has actual knowledge to personal liability or has been notified by any Borrower which is contrary to this Agreement or a Material Subsidiary of such fact or has been notified by a Credit Facility Lender that such Credit Facility Lender considers that a Default or Event of Default has occurred and is continuing, such notification to specify in detail the nature thereofapplicable law.

Responsibility of Administrative Agent. The Administrative Agent makes no representation or warranty, and accepts no responsibility, with respect to the due execution, legality, validity, sufficiency or enforceability of any Document or any other instrument or document referred to herein or relative hereto. The Administrative Agent assumes no responsibility for the financial condition of the Borrower or of any Borrower Guarantor or for the repayment of any of the Advances. The Administrative Agent assumes no responsibility with respect to the accuracy, authenticity, legality, validity, sufficiency or enforceability of any documents, papers, materials or other information furnished by any the Borrower or any other Person to the Administrative Agent or to any Lender in connection with any of the Documents or any matter referred to therein. Except for its gross negligence or wilful misconduct, the Administrative Agent shall incur no liability to the Lenders under or in respect of this Agreement or any of the other Documents with respect to anything which it may do or refrain from doing in the reasonable exercise of its judgment or which may seem to it to be necessary or desirable in the circumstances. The Administrative Agent assumes no responsibility for the repayment of any of the Advances or other amounts outstanding under this Agreement or any of the other Documents by any the Borrower. The Administrative Agent shall not have any duty to the Lenders to investigate whether a Default or an Event of Default has occurred. The Administrative Agent shall, as regards the Lenders, be entitled to assume that no Default or Event of Default has occurred and is continuing unless the Administrative Agent has actual knowledge or has been notified by any the Borrower or a Material Subsidiary of such fact or has been notified by a Credit Facility Lender that such Credit Facility Lender ▇▇▇▇▇▇ considers that a Default or Event of Default has occurred and is continuing, such notification to specify in detail the nature thereof.

Responsibility of Administrative Agent. The It is expressly understood and agreed that the obligations of Administrative Agent makes no representation under the Loan Documents are only those expressly set forth in the Loan Documents, or warrantyas may be imposed by applicable law, and accepts that Administrative Agent, as the case may be, shall be entitled to assume that no responsibilityDefault or Event of Default has occurred and is continuing, with respect to unless Administrative Agent, as the due executioncase may be, legality, validity, sufficiency has actual knowledge of such fact or enforceability has received notice from a Lender or Borrower that such Lender or Borrower consider that a Default or an Event of any Document or any other instrument or document referred to herein or relative heretoDefault has occurred and is continuing and specifying the nature thereof. The Neither Administrative Agent assumes no responsibility for the financial condition of any Borrower or for the repayment of nor any of the Advances. The Administrative Agent assumes no responsibility with respect their directors, officers, attorneys or employees shall be liable for any action taken or omitted to the accuracy, authenticity, legality, validity, sufficiency be taken by them under or enforceability of any documents, papers, materials or other information furnished by any Borrower or any other Person to the Administrative Agent or to any Lender in connection with any of the Documents or any matter referred to therein. Except Loan Documents, except for its or their own gross negligence or wilful willful misconduct, the . Administrative Agent shall incur no liability to the Lenders under or in respect of this Agreement or any of the Loan Documents by acting upon any notice, consent, certificate, warranty or other Documents paper or instrument believed by it to be genuine or authentic or to be signed by the proper party or parties, or with respect to anything which it may do or refrain from doing in the reasonable exercise of its judgment judgment, or which may seem to it to be necessary or desirable in the circumstancesdesirable. The Administrative Agent assumes no responsibility shall not be responsible to Lenders for the repayment any of Borrower's or any Guarantor's recitals, statements, representations or warranties contained in any of the Advances Loan Documents, or in any certificate or other amounts outstanding under this Agreement document referred to or provided for in, or received by any Lender under, the Loan Documents, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of or any of the other Loan Documents or for any failure by Borrower or any BorrowerGuarantor to perform any of their obligations hereunder or thereunder. Administrative Agent may employ agents and attorneys-in-fact and shall not be answerable, except as to money or securities received by it or its authorized agents, for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. The relationship between Administrative Agent and each Lender is only that of agent and principal and has no fiduciary aspects. Nothing in the Loan Documents or elsewhere shall be construed to impose on Administrative Agent any duties or responsibilities other than those for which express provision is therein made. In performing its duties and functions hereunder, Administrative Agent does not assume and shall not be deemed to have assumed, and hereby expressly disclaims, any obligation or responsibility toward or any relationship of agency or trust with or for Borrower or any of its beneficiaries or other creditors. As to any matters not expressly provided for by the Loan Documents, Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of all Lenders and such instructions shall be binding upon all Lenders and all holders of the Notes; provided, however, that Administrative Agent shall not be required to take any action which is contrary to the Loan Documents or applicable law. Administrative Agent shall have the right to exercise or refrain from exercising, without notice or liability to the Lenders (except as otherwise provided for in this Agreement or by applicable law), any and all rights afforded to Agent, as the case may be, by the Loan Documents or which Administrative Agent may have as a matter of law; provided, however, Administrative Agent shall not, without the consent of Majority Banks, take any other action with regard to amending the Loan Documents, waiving any default under the Loan Documents or taking any other action with respect to the Loan Documents which requires consent of Majority Banks. Provided further, however, that no amendment, waiver, or other action shall be effected pursuant to the preceding sentence without the consent of all Lenders which: (i) would increase the Commitment amount of any Lender, (ii) would reduce any fees hereunder, or the principal of, or the interest on, any Lender's Notes, (iii) would postpone any date fixed for any payment of any fees hereunder, or any principal or interest of any Lender's Notes, (iv) would increase any Lender's obligations hereunder or would materially alter Administrative Agent's obligations to any Lender hereunder, (v) would release Borrower from its obligation to pay any Lender's Notes, (vi) would release the Guaranty and/or the Collateral, or (vii) would amend this sentence. For purposes of this paragraph, a Lender shall be deemed to have consented to any such action by Administrative Agent upon the passage of five (5) Business Days after written notice thereof is given to such Lender in accordance with Section 16.2. hereof, unless such Lender shall have previously given Administrative Agent notice, complying with the provision of Section 16.2 hereof, to the contrary. Administrative Agent shall not have liability to Lenders for failure or delay in exercising any duty right or power possessed by Administrative Agent pursuant to the Lenders to investigate whether a Default Loan Documents or an Event otherwise unless such failure or delay is caused by the gross negligence of Default has occurred. The Administrative Agent shall, as regards the Lenders, be entitled to assume that no Default or Event of Default has occurred and is continuing unless the Administrative Agent has actual knowledge or has been notified by any Borrower or a Material Subsidiary of such fact or has been notified by a Credit Facility Lender that such Credit Facility Lender considers that a Default or Event of Default has occurred and is continuing, such notification to specify in detail the nature thereofAgent.

Responsibility of Administrative Agent. The It is expressly understood and agreed that the obligations of Administrative Agent makes under the Loan Documents are only those expressly set forth in the Loan Documents as to each and that Administrative Agent, shall be entitled to assume that no representation Default or warrantyEvent of Default has occurred and is continuing, and accepts no responsibility, with respect to the due execution, legality, validity, sufficiency or enforceability of any Document or any other instrument or document referred to herein or relative hereto. The unless Administrative Agent assumes no responsibility for has actual knowledge of such fact or has received notice from a Lender or the financial condition Borrower that such Lender or the Borrower considers that a Default or an Event of any Borrower or for Default has occurred and is continuing and specifying the repayment of nature thereof. Neither Administrative Agent nor any of the Advances. The Administrative Agent assumes no responsibility with respect its directors, officers, attorneys or employees shall be liable for any action taken or omitted to the accuracy, authenticity, legality, validity, sufficiency be taken by them under or enforceability of any documents, papers, materials or other information furnished by any Borrower or any other Person to the Administrative Agent or to any Lender in connection with any of the Documents or any matter referred to therein. Except Loan Documents, except for its or their own gross negligence or wilful willful misconduct, the . Administrative Agent shall not incur no liability to the Lenders under or in respect of this Agreement or any of the Loan Documents by acting upon any notice, consent, certificate, warranty or other Documents paper or instrument believed by it to be genuine or authentic or to be signed by the proper party or parties, or with respect to anything which it may do or refrain from doing in the reasonable exercise of its judgment judgment, or which may seem to it to be necessary or desirable in the circumstancesdesirable. The Administrative Agent assumes no responsibility shall not be responsible to Lenders for the repayment of any of the Advances Borrower's recitals, statements, representations or warranties contained in any of the Loan Documents, or in any certificate or other amounts outstanding under this Agreement document referred to or provided for in, or received by any Lender under, the Loan Documents, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of or any of the other Loan Documents or for any failure by the Borrower to perform any Borrowerof its obligations hereunder or thereunder. Administrative Agent may employ agents and attorneys-in-fact and shall not be answerable, except as to money or securities received by it or its authorized agents, for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. The relationship between Administrative Agent and each Lender is only that of Administrative Agent and principal and has no fiduciary aspects. Nothing in the Loan Documents or elsewhere shall be construed to impose on Administrative Agent any duties or responsibilities other than those for which express provision is therein made. In performing its duties and functions hereunder, Administrative Agent does not assume and shall not be deemed to have assumed, and hereby expressly disclaims, any obligation or responsibility toward or any relationship of agency or trust with or for the Borrower or any of its beneficiaries or other creditors. As to any matters not expressly provided for by the Loan Documents, Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of all Lenders and such instructions shall be binding upon all Lenders and all holders of the Notes; provided, however, that Administrative Agent shall not be required to take any action which is contrary to the Loan Documents or applicable law. Administrative Agent shall have the right to exercise or refrain from exercising, without notice or liability to the Lenders, any and all rights afforded to Administrative Agent by the Loan Documents or which Administrative Agent may have as a matter of law; provided, however, Administrative Agent shall not (i) except as provided in Section 7(b) hereof, without the consent of Required Lenders designate the amount of the Borrowing Base (except for increase thereof) or (ii) without the consent of Majority Lenders, take any other action with regard to amending the Loan Documents, waiving any default under the Loan Documents or taking any other action with respect to the Loan Documents which requires consent of Majority Lenders. Provided further, however, that no amendment, waiver, or other action shall be effected pursuant to the preceding clause (ii) without the consent of all Lenders which: (i) would increase the Borrowing Base or decrease the Monthly Commitment Reduction, (ii) would reduce any fees hereunder, or the principal of, or the interest on, any Lender's Note or Notes, (iii) would postpone any date fixed for any payment of any fees hereunder, or any principal or interest of any Lender's Note or Notes, (iv) would materially increase any Lender's obligations hereunder or would materially alter Administrative Agent's obligations to any Lender hereunder, (v) would release Borrower from its obligation to pay any Lender's Note or Notes, (vi) would change the definition of Majority or Required Lenders, (vii) would amend, modify or change any rovision of this Agreement requiring the consent of all the Lenders, (viii) would waive any of the conditions precedent to the Effective Date or the making of any Loan or issuance of any Letter of Credit or (ix) would extend the Maturity Date or (x) would amend this sentence or the previous sentence. Administrative Agent shall not have liability to Lenders for failure or delay in exercising any duty right or power possessed by Administrative Agent pursuant to the Lenders to investigate whether a Default Loan Documents or an Event otherwise unless such failure or delay is caused by the gross negligence of Default has occurred. The the Administrative Agent shallAgent, as regards the Lenders, be entitled to assume that no Default or Event of Default has occurred and is continuing unless in which case only the Administrative Agent has actual knowledge or has been notified by any Borrower or a Material Subsidiary of responsible for such fact or has been notified by a Credit Facility Lender that such Credit Facility Lender considers that a Default or Event of Default has occurred and is continuing, such notification gross negligence shall have liability therefor to specify in detail the nature thereofLenders.

Responsibility of Administrative Agent. The It is expressly understood and agreed that the obligations of Administrative Agent makes no representation or warranty, under the Loan Documents are only those expressly set forth in the Loan Documents and accepts no responsibility, with respect to the due execution, legality, validity, sufficiency or enforceability of any Document or any other instrument or document referred to herein or relative hereto. The that Administrative Agent assumes shall be entitled to assume that no Default exists, unless Administrative Agent has actual knowledge of such fact or has received notice from a Lender that such Lender considers that a Default exists and specifying the nature thereof. Lenders recognize and agree that Administrative Agent has no responsibility for confirming the financial condition accuracy of any Borrower statements made by Borrowers, or for to inspect the repayment property, including the books and financial records, of any of the Advances. The Borrower, and in disbursing funds to Borrowers, Administrative Agent assumes no responsibility with respect to may rely fully upon statements contained in the accuracy, authenticity, legality, validity, sufficiency or enforceability relevant Notice of any documents, papers, materials or other information furnished by any Borrower or any other Person to the Advance. Neither Administrative Agent nor any of its directors, officers or employees shall be liable for any action taken or omitted to any Lender be taken by it under or in connection with any of the Documents or any matter referred to therein. Except Loan Documents, except for its own gross negligence or wilful willful misconduct. In the absence of gross negligence or willful misconduct, the Administrative Agent shall incur no liability to the Lenders under or in respect of this Agreement or any of the Loan Documents by acting upon any notice, consent, certificate, warranty or other Documents paper or instrument believed by it to be genuine or authentic or to be signed by the proper party or parties, or with respect to anything which it may do or refrain from doing in the reasonable exercise of its judgment judgment, or which may seem to it to be necessary or desirable in the circumstancespremises. The Administrative Agent assumes no responsibility shall not be responsible to Lenders for any recitals, statements, representations or warranties contained in this Agreement, or in any certificate or other document referred to or provided for in, or received by any Lender under, this Agreement, or for the repayment validity, effectiveness, genuineness, enforceability or sufficiency of any of the Advances or other amounts outstanding under this Agreement or any document referred to or provided for herein or for any failure by Borrowers to perform any of their obligations hereunder. Administrative Agent may employ agents and attorneys‑in‑fact and shall not be answerable, except as to money or securities received by it or its authorized agents, for the negligence or misconduct of any such agents or attorneys‑in‑fact selected by it with reasonable care. The relationship between Administrative Agent and each of the Lenders is only that of agent and principal and has no fiduciary aspects, and Administrative Agent's duties hereunder are acknowledged to be only ministerial and not involving the exercise of discretion on its part. Nothing in this Agreement or elsewhere contained shall be construed to impose on Administrative Agent any duties or responsibilities other Documents than those for which express provision is herein made. In performing its duties and functions hereunder, Administrative Agent does not assume and shall not be deemed to have assumed, and hereby expressly disclaims, any obligation or responsibility toward or any relationship of agency or trust with or for Borrowers. As to any matters not expressly provided for by any Borrower. The this Agreement (including, without limitation, enforcement or collection of the Notes), Administrative Agent shall not have be required to exercise any duty discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of Majority Lenders to investigate whether a Default or an Event and such instructions shall be binding upon all Lenders and all holders of Default has occurred. The Notes; provided, however, that Administrative Agent shall, as regards the Lenders, shall not be entitled required to assume that no Default or Event of Default has occurred and is continuing unless the take any action which exposes Administrative Agent has actual knowledge to personal liability or has been notified by any Borrower which is contrary to this Agreement or a Material Subsidiary of such fact or has been notified by a Credit Facility Lender that such Credit Facility Lender considers that a Default or Event of Default has occurred and is continuing, such notification to specify in detail the nature thereofapplicable law.