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8.2 Duty of Agent. The Administrative Agent's sole duty with respect to the custody,
<br />safekeeping and physical preservation of the Collateral in its possession, under Section 9-207 of the UCC
<br />or otherwise, shall be to deal with it in the same manner as the Administrative Agent deals with similar
<br />property for its own account. Neither the Administrative Agent nor any other Secured Party nor any of
<br />their respective officers, directors, partners, employees, agents, attorneys or other advisors, attorneys -in -
<br />fact or affiliates shall be liable for failure to demand, collect or realize upon any of the Collateral or for
<br />any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon
<br />the request of the Pledgor or any other Person or to take any other action whatsoever with regard to the
<br />Collateral or any part thereof. The powers conferred on the Secured Parties hereunder are solely to protect
<br />the Secured Parties' interests in the Collateral and shall not impose any duty upon any Secured Party to
<br />exercise any such powers. The Secured Parties shall be accountable only for amounts that they actually
<br />receive as a result of the exercise of such powers, and neither they nor any of their officers, directors,
<br />partners, employees, agents, attorneys and other advisors, attorneys -in -fact or affiliates shall be
<br />responsible to the Pledgor for any act or failure to act hereunder, except to the extent that any such act or
<br />failure to act is found in a final, non -appealable judgment by a court of competent jurisdiction to have
<br />resulted from their own bad faith, gross negligence or willful misconduct.
<br />8.3 Exculpation of the Administrative Agent. (a) The Administrative Agent shall not be
<br />responsible to any Secured Party for the execution, effectiveness, genuineness, validity, enforceability,
<br />collectability or sufficiency hereof or of any Security Document or the validity or perfection of any
<br />security interest or for any representations, warranties, recitals or statements made herein or therein or
<br />made in any written or oral statements or in any financial or other statements, instruments, reports or
<br />certificates or any other documents furnished or made by the Administrative Agent to the Secured Parties
<br />or by or on behalf of any Secured Party to the Administrative Agent or any Secured Parry in connection
<br />with the Security Documents and the transactions contemplated thereby or for the financial condition or
<br />business affairs of any Loan Party or any other Person liable for the payment of any Secured Obligations,
<br />nor shall the Administrative Agent be required to ascertain or inquire as to the performance or observance
<br />of any of the terms, conditions, provisions, covenants or agreements contained in any of the Security
<br />Documents or as to the existence or possible existence of any Event of Default or Default or to make any
<br />disclosures with respect to the foregoing.
<br />(b) Neither the Administrative Agent nor any of its officers, partners, directors, employees or
<br />agents shall be liable to the Secured Parties for any action taken or omitted by the Administrative Agent
<br />under or in connection with any of the Security Documents except to the extent caused solely and
<br />proximately by the Administrative Agent's gross negligence or willful misconduct, as determined by a
<br />final, non -appealable judgment of a court of competent jurisdiction. The Administrative Agent shall be
<br />entitled to refrain from any act or the taking of any action in connection herewith or any of the Security
<br />Documents or from the exercise of any power, discretion or authority vested in it hereunder or thereunder
<br />unless and until the Administrative Agent shall have been instructed in respect thereof by the Controlling
<br />Parties and, upon such instruction, the Administrative Agent shall be entitled to act or (where so
<br />instructed) refrain from acting, or to exercise such power, discretion or authority, in accordance with such
<br />written instructions. Without prejudice to the generality of the foregoing, (i) the Administrative Agent
<br />shall be entitled to rely, and shall be fully protected in relying, upon any
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