No Responsibility for Certain Matters. The Roll-Up Notes Agent shall not be responsible for the execution, effectiveness, genuineness, validity, enforceability, collectability or sufficiency hereof or for any representations, warranties, recitals or statements made herein or therein or made in any written or oral statements or in any financial or other statements, instruments, reports or certificates or any other documents furnished or made by the Roll-Up Notes Agent or by or on behalf of Issuer or any Grantor to the Roll-Up Notes Agent or any Holder in connection with this Indenture and the transactions contemplated thereby or for the financial condition or business affairs of Issuer, any Grantor or any other Person liable for the payment of any Obligations, nor shall the Roll-Up Notes Agent be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained in this Indenture or as to the use of the proceeds of the Notes or as to the existence or possible existence of any Event of Default or Default or to make any disclosures with respect to the foregoing. The Roll-Up Notes Agent shall not be responsible for the satisfaction of any condition set forth in this Indenture, other than to confirm receipt of items expressly required to be delivered to the Roll-Up Notes Agent. The Roll-Up Notes Agent will not be required to take any action that is contrary to applicable law or any provision of this Indenture. Anything contained herein to the contrary notwithstanding, The Roll-Up Notes Agent shall not have any liability arising from confirmations of the amount of outstanding Notes or the component amounts thereof. The Roll-Up Notes Agent may take direction from the Required Holders and shall be entitled to the protections of this section in doing so.

Each Holder represents and warrants to the Roll-Up Notes Agent that it has made its own independent investigation of the financial condition and affairs of the Issuer and each Grantor, without reliance upon the Roll-Up Notes Agent or any other Holder and based on such documents and information as it has deemed appropriate, in connection with the Roll-Up Notes purchased hereunder and that it has made and shall continue to make its own appraisal of the creditworthiness of the Issuer and each Grantor. The Roll-Up Notes Agent shall not have any duty or responsibility, either initially or on a continuing basis, to make any such investigation or any such appraisal on behalf of the Holders or to provide any Holder with any credit or other information with respect thereto, whether coming into its possession before the purchase of the Roll-Up Notes or at any time or times thereafter, and the Roll-Up Notes Agent shall not have any responsibility with respect to the accuracy of or the completeness of any information provided to the Holders.

Section # Powers and Duties. Each Holder irrevocably authorizes the Roll-Up Notes Agent to take such action on such Holder’s behalf and to exercise such powers, rights and remedies and perform such duties hereunder as are specifically delegated or granted to the Roll-Up Notes Agent by the terms hereof, together with such actions, powers, rights and remedies as are reasonably incidental thereto. The Roll-Up Notes Agent shall have only those duties and responsibilities that are expressly specified herein. Without limiting the generality of the foregoing, the Roll-Up Notes Agent shall not have or be deemed to have, by reason hereof, a fiduciary relationship in respect of any Holder; and nothing herein, expressed or implied, is intended to or shall be so construed as to impose upon the Roll-Up Notes Agent any obligations in respect hereof except as expressly set forth herein.