No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each Borrower acknowledges and agrees that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent and the Arranger, and the other Lead Arranger(s) and Lenders are arm’s‑length commercial transactions between the Borrower and their Affiliates, on the one hand, and the Administrative Agent, the Multicurrency Administrative Agent, the Arranger and the other Lead Arranger(s) and the Lenders, on the other hand, # the Borrower have consulted their own legal, accounting, regulatory and tax advisors to the extent they have deemed appropriate, and # each Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, the Multicurrency Administrative Agent, the Arranger and each other Lead Arranger and each Lender each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for any Borrower or any of its Affiliates, or any other Person and # neither the Administrative Agent, the Multicurrency Administrative Agent, the Arranger nor any other Lead Arranger or Lender has any obligation to any Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and # the Administrative Agent, the Multicurrency Administrative Agent, the Arranger and the other Lead Arranger(s) and Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and their Affiliates, and neither the Administrative Agent, the Multicurrency Administrative Agent, the Arranger nor any other Lead Arranger or Lender has any obligation to disclose any of such interests to any Borrower or its Affiliates. To the fullest extent permitted by law, each Borrower hereby waives and releases any claims that it may have against the Administrative Agent, the Multicurrency Administrative Agent, the Arranger and the other Lead Arranger(s) and the Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Responsibility for Welfare Plan Claims. With respect to each Continuing Employee (including any beneficiary or the dependent thereof), Seller shall retain all Liabilities and obligations for any medical, dental, health, accident or disability claim to the extent that such Liability or obligation relates to claims incurred (whether or not reported or paid) prior to the Closing Date and Buyer and its Affiliates shall be liable for any such claim incurred on or following the Closing Date. For purposes of this [Section 5.07(g)], a claim shall be deemed to be incurred when # with respect to medical, dental and health related benefits, the medical, dental or health related services giving rise to such claim are performed, # with respect to disability and workmen’s compensation benefits, the injury, sickness or other event giving rise to the claim for such benefits occurs, and # with respect to accident or life insurance, the accident or death occurs.

Expense Responsibility for Fund Expenses. The Sponsor shall pay the Fund Expenses and will not seek reimbursement of the Fund Expenses until the Fund has raised at least ​ of gross proceeds in the Company’s public offering (the “Offering”) of units of its limited liability company interest (“Units”) pursuant to the Registration Statement on Form S-1 (File No. ​), as declared effective by the Securities and Exchange Commission on ​, provided any such reimbursement during the period in which the Fund is offering Units in the Offering will not cause the Fund’s Net Asset Value per unit to fall below the prior quarter’s Net Asset Value per unit (the “Gross Proceeds Hurdle”). To the extent the Fund is not successful in satisfying the Gross Proceeds Hurdle, no amount will be payable by the Fund for reimbursement to the Sponsor of the Fund Expenses.

Responsibility for Satisfaction of All Liens. You represent and warrant that all bills, costs, or liens resulting from or arising out of any injuries and claims are your responsibility to pay. You agree to assume responsibility for satisfaction of any and all demands for payment, claims or liens of any kind, that arise from or are related to payments made or services provided to you or on your behalf. You agree to assume responsibility for all expenses, costs, or fees incurred by you related to your alleged injuries and claims including without limitation, all Medicare conditional payments, subrogation claims, liens, or other rights to payment, relating to medical treatment or lost wages that have been or may be asserted by any health care provider, insurer, governmental entity, employer, or other person or entity. Further, you and your attorney (if any) will indemnify, defend and hold Released Parties harmless from any and all damages, claims, and rights to payment, including any attorneys’ fees, brought by any person, entity, or governmental agency to recover any of these amounts. If any governmental entity, or anyone acting on behalf of any governmental entity, seeks damages including multiple damages from Released Parties relating to payment by such governmental entity, or anyone acting on behalf of such governmental entity, relating to your alleged injuries and claims, you will defend and indemnify Released Parties and hold Released Parties harmless from any and all such damages, claims, liens, Medicare conditional payments, and rights to payment, including any attorneys’ fees sought by such entities.

Responsibility for Taxes. The following supplements paragraph B “Responsibility for Taxes” of [Appendix A]:

No Responsibility for Loans, Creditworthiness, Recitals, Etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into, or verify # any statement, warranty or representation made in connection with any Loan Document or any borrowing hereunder; # the performance or observance of any of the covenants or agreements of any obligor under any Loan Document; # the satisfaction of any condition specified in [Article V], except receipt of items required to be delivered solely to the Administrative Agent; # the existence or possible existence of any Default or # the validity, effectiveness or genuineness of any Loan Document or any other instrument or writing furnished in connection therewith. The Administrative Agent shall not be responsible to any Lender for any recitals, statements, representations or warranties herein or in any of the other Loan Documents for perfection or priority of the Liens on any collateral subject to the Loan Documents, the execution, effectiveness, genuineness, validity, legality, enforceability, collectibility, or sufficiency of this Agreement or any of the other Loan Documents or the transactions contemplated thereby, or for the financial condition of any guarantor of any or all of the Obligations, the Company or any of its Subsidiaries.

Savings Clause for Rules of Professional Responsibility. Nothing contained in this Agreement will operate or be construed to restrict a lawyer in the practice of law in contravention of Rule 5.6 of the Virginia Rules of Professional Conduct or a similar professional conduct rule applicable to a lawyer who is an active member of any other state bar.

Responsibility for and Ownership of Patent Rights. Harbour hereby appoints Surface as its agent to prepare, file, prosecute, maintain and defend in all agency proceedings (e.g., reissues, reexaminations, oppositions and interferences) all of the Patent Rights during the Term. Surface shall copy Harbour on all patent prosecution documents and give Harbour reasonable opportunities to advise Surface on such filing, prosecution and maintenance. In the event Surface desires to abandon any patent or patent application within the Patent Rights, Surface shall provide Harbour with reasonable prior written notice of such intended abandonment or decline of responsibility. If Harbour elects to continue such patent or patent application, the Parties shall consult and Surface may elect to retain responsibility therefor. Otherwise, the right to prepare, file, prosecute, maintain and defend the relevant Patent Rights, at Harbour’s expense, shall revert to Harbour. In such event, such Harbour paid-for rights shall be removed from the definition of Patent Rights under this Agreement and the licenses granted to Surface and its Affiliates as to such rights shall terminate.

Unjust request exceeding legal responsibility;

Section # Overlap. To the extent that any obligation or responsibility pursuant to [Article VIII] may overlap with an obligation or responsibility pursuant to this [Article VI], the provisions of this [Article VI] shall govern.