Conflicting Provisions. This Section 2.9 shall supersede any provisions in Section 12.23 or 12.10 to the contrary.

Exculpation Provisions. Borrowers specifically agree that they have a duty to read this Agreement and the Security Instruments and agree that they are charged with notice and knowledge of the terms of this Agreement and the Security Instruments; that Borrowers have in fact read this Agreement and are fully informed and have full notice and knowledge of the terms, conditions and effects of this Agreement; that Borrowers have been represented by independent legal counsel of their choice throughout the negotiations preceding Borrowers' execution of this Agreement and the Security Instruments; and has received the advice of Borrowers' attorney in entering into this Agreement and the Security Instruments; and that Borrowers recognize that certain of the terms of this Agreement and the Security Instruments result in one party assuming the liability inherent in some aspects of the transaction and relieving the other party of its responsibility for such liability. Borrowers agree and covenant that Borrowers will not contest the validity or enforceability of any exculpatory provision of this Agreement and the Security Instruments on the basis that the party had no notice or knowledge of such provision or that the provision is not "conspicuous."

Exculpatory Provisions Neither the Administrative Agent, the Sustainability Coordinator nor any Arranger, as applicable, shall have any duties or obligations except those expressly set forth herein and in the other Loan Documents, and its duties hereunder shall be administrative in nature Without limiting the generality of the foregoing, neither the Administrative Agent, the Sustainability Coordinator nor any Arranger, as applicable:

Exculpatory Provisions. Neither Agent nor any of its officers, directors, employees, agents, or attorneys in fact shall be liable for any action taken or omitted to be taken by it or such other Person in connection the exercise of and/or performance of any rights and duties granted to Agent under this Section 4 (except to the extent any such action taken or omitted to be taken by Agent or such other Person results from Agent’s or such other Person’s own gross negligence, bad faith, or willful misconduct). In connection with the exercise and/or performance of granted to Agent under this Section 4, neither Agent nor any of its officers, directors, employees, agents, attorneys in fact shall be under any obligation to any Pari Passu Creditor to ascertain or to inquire as to the observance or performance of any of the agreements of the Obligors contained in this Agreement or any ​-District Note Documents or 2024 Note Documents, or to inspect the properties, books or records of any Obligor. Except as specifically provided by this Agreement, in connection with the exercise and/or performance of any rights granted to Agent under this Section 4, Agent shall have no obligation whatsoever to any Pari Passu Creditor or any other Person to assure that any Collateral exists or is owned by any Obligor or is cared for, protected or insured by such Obligor or has been encumbered or that any Liens on the Collateral granted to any of the Pari Passu Creditors have been properly or sufficiently or lawfully created or perfected, or are entitled to any particular priority.

Conflicting Provisions. This Section shall supersede any provisions in [Section 11.01] to the contrary.

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of Georgia.

Plan Administrative Committee Actions – The actions of such committee shall be determined by the vote or other affirmative expression of a majority of its members. Either the chairperson or the secretary may execute any certificate or other written direction on behalf of the committee. A member of the committee who is a participant shall not vote on any question relating specifically to himself. If the remaining members of the committee, by majority vote thereof, are unable to come to a determination of any such question, the named fiduciary shall appoint a substitute member who shall act as a member of the committee for the special vote.

Clawback Provisions. Notwithstanding any other provisions in this Agreement to the contrary, any incentive-based compensation, or any other compensation, paid to the Executive pursuant to this Agreement or any other agreement or arrangement with the Company which is subject to recovery under any law, government regulation or stock exchange listing requirement, will be subject to such deductions and clawback as may be required to be made pursuant to such law, government regulation or stock exchange listing requirement (or any policy

Conflicting Provisions. In connection with any extension of the Maturity Date, the Borrower, the Administrative Agent and each extending Lender may make such amendments to this Agreement as the Administrative Agent determines to be reasonably necessary to evidence the extension. This Section shall supersede any provisions in Section 2.14 or 10.01 to the contrary.

During the term of this agreement and in consideration for the Products provided by the Principal, the Distributor will pay the Principal as follows