Common use of Administrative Agent’s Reliance, Etc Clause in Contracts

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents, or employees shall be liable for any action taken or omitted to be taken (INCLUDING THE ADMINISTRATIVE AGENT’S OWN NEGLIGENCE) by it or them under or in connection with this Agreement or the other Loan Documents, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative Agent: (a) may treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Administrative Agent; (b) may consult with legal counsel (including counsel for the Borrower), independent public accountants, and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants, or experts; (c) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties, or representations made in or in connection with this Agreement or the other Loan Documents; (d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any other Loan Document on the part of the Borrower or its Subsidiaries or to inspect the Property (including the books and records) of the Borrower or its Subsidiaries; (e) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency, or value of this Agreement or any other Loan Document; and (f) shall incur no liability under or in respect of this Agreement or any other Loan Document by acting upon any notice, consent, certificate, or other instrument or writing (which may be by telecopier or telex) believed by it to be genuine and signed or sent by the proper party or parties.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents, agents or employees shall be liable for any action taken or omitted to be taken (INCLUDING THE ADMINISTRATIVE AGENT’S OWN NEGLIGENCE) by it or them as Administrative Agent under or in connection with this Agreement or any of the other Loan Transaction Documents, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of limiting the foregoing, the Administrative Agent: (a) may treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Administrative Agent; (bi) may consult with legal counsel (including counsel for the BorrowerBorrower or the Seller), independent public accountants, accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants, accountants or experts; (cii) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties, warranties or representations made by any other Person in or in connection with this Agreement or the other Loan DocumentsAgreement; (diii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any of the other Loan Document Transaction Documents on the part of any of the Borrower Borrower, the Collateral Manager, the Equityholder or its Subsidiaries the Seller or to inspect the Property property (including the books and records) of any of the Borrower Borrower, the Collateral Manager, the Equityholder or its Subsidiariesthe Seller; (eiv) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of this Agreement Agreement, any of the other Transaction Documents or any other Loan Documentinstrument or document furnished pursuant hereto or thereto; and (fv) shall incur no liability under or in respect of this Agreement or any of the other Loan Document Transaction Documents by acting upon any noticenotice (including notice by telephone), consent, certificate, certificate or other instrument or writing (which may be by telecopier or telexfacsimile) believed by it to be genuine and signed or sent by the proper party or parties.

Administrative Agent’s Reliance, Etc. Neither the The Administrative Agent nor any of and its directors, officers, agents, agents or employees shall not be liable for any action taken or omitted to be taken (INCLUDING THE ADMINISTRATIVE AGENT’S OWN NEGLIGENCE) by it or them in good faith under or in connection with this Agreement the Transaction Documents (including, without limitation, the servicing, administering or the other Loan Documentscollecting Pool Receivables as Master Servicer pursuant to Section 8.1), except for its or their own breach of the applicable terms of the Transaction Documents or its or their own gross negligence or willful misconduct. Without limitation of limiting the generality of the foregoing, the Administrative Agent: (a) may treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Administrative Agent; (b) may consult with legal counsel (including counsel for the BorrowerSeller), independent certified public accountants, accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants, accountants or experts; (cb) makes no warranty or representation to the Investors or any Lender other holder of any interest in Pool Receivables and shall not be responsible to the Investors or any Lender such other holder for any statements, warranties, warranties or representations made by any Seller Party in or in connection with this Agreement or the other Loan Documentsany Transaction Document; (dc) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any other Loan Transaction Document on the part of the Borrower or its Subsidiaries any Seller Party or to inspect the Property property (including the books and records) of the Borrower or its Subsidiariesany Seller Party; (ed) shall not be responsible to the Investors or any Lender other holder of any interest in Pool Receivables for the due execution, legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of this Agreement or any other Loan Transaction Document; and (fe) shall incur no liability under or in respect of this Agreement or any other Loan Document by acting upon any noticenotice (including notice by telephone where permitted herein), consent, certificate, certificate or other instrument or writing (which may be by telecopier or telexfacsimile) in good faith believed by it to be genuine and signed or sent by the proper party or parties.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents, agents or employees shall be liable for any action taken or omitted to be taken (INCLUDING THE ADMINISTRATIVE AGENT’S OWN NEGLIGENCE) by it or them as Administrative Agent under or in connection with this Agreement or any of the other Loan Transaction Documents, except for its or their own gross negligence negligence, bad faith or willful misconduct. Without limitation of the generality of limiting the foregoing, the Administrative Agent: (a) may treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Administrative Agent; (bi) may consult with legal counsel (including counsel for the BorrowerBorrower or the Seller), independent Independent public accountants, accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants, accountants or experts; (cii) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties, warranties or representations made by any other Person in or in connection with this Agreement or the other Loan DocumentsAgreement; (diii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any of the other Loan Document Transaction Documents on the part of the Borrower Borrower, the Collateral Manager, the Equityholder or its Subsidiaries the Seller or to inspect the Property property (including the books and records) of the Borrower Borrower, the Collateral Manager, the Equityholder or its Subsidiariesthe Seller; (eiv) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of this Agreement Agreement, any of the other Transaction Documents or any other Loan Documentinstrument or document furnished pursuant hereto or thereto; and (fv) shall incur no liability under or in respect of this Agreement or any of the other Loan Document Transaction Documents by acting upon any noticenotice (including notice by telephone), consent, certificate, certificate or other instrument or writing (which may be by telecopier or telexfacsimile) believed by it to be genuine and signed or sent by the proper party or parties.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents, agents or employees shall be liable for any action taken or omitted to be taken (INCLUDING THE ADMINISTRATIVE AGENT’S OWN NEGLIGENCE) by it or them as Administrative Agent under or in connection with this Agreement or any of the other Loan Transaction Documents, except for its or their own gross negligence or willful misconductmisconduct as determined in a final decision by a court of competent jurisdiction. Each Lender, Lender Agent and each Secured Party hereby waives any and all claims against the Administrative Agent or any of its Affiliates for any action taken or omitted to be taken by the Administrative Agent or any of its Affiliates under or in connection with this Agreement or any of the other Transaction Documents, except for its or their own gross negligence or willful misconduct as determined in a final decision by a court of competent jurisdiction. Without limitation of the generality of limiting the foregoing, the Administrative Agent: (a) may treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Administrative Agent; (bi) may consult with legal counsel (including counsel for the BorrowerBorrower or the Transferor), independent public accountants, accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants, accountants or experts; (cii) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties, warranties or representations made in or in connection with this Agreement or the other Loan DocumentsAgreement; (diii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any of the other Loan Document Transaction Documents on the part of the Borrower Borrower, the Transferor, or its Subsidiaries the Servicer or to inspect the Property property (including the books and records) of the Borrower Borrower, the Transferor, or its Subsidiariesthe Servicer; (eiv) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of this Agreement Agreement, any of the other Transaction Documents or any other Loan Documentinstrument or document furnished pursuant hereto or thereto; and (fv) shall incur no liability under or in respect of this Agreement or any of the other Loan Document Transaction Documents by acting upon any noticenotice (including notice by telephone), consent, certificate, certificate or other instrument or writing (which may be by telecopier or telexfacsimile) believed by it to be genuine and signed or sent by the proper party or parties.

Administrative Agent’s Reliance, Etc. Neither None of the Administrative Agent nor Agent, any of its Affiliates or any of their respective directors, officers, agents, agents or employees shall be liable for any action taken or omitted to be taken (INCLUDING THE ADMINISTRATIVE AGENT’S OWN NEGLIGENCE) by it it, him, her or them under or in connection with this Agreement or the other Loan Documents, except for its to the extent such claim, damage, loss, liability or their own expense is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted primarily from the gross negligence or willful misconductmisconduct of such person. Without limitation of the generality of limiting the foregoing, the Administrative Agent: Agent (a) may treat the payee of any Note as its holder until such Note has been assigned in accordance with Section 10.04, (b) may rely on the holder thereof until the Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory Register to the Administrative Agent; extent set forth in Section 2.05 and Section 10.04(b), (bc) may consult with legal counsel (including counsel for to the BorrowerBorrowers), independent public accountants, accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants, accountants or experts; , (cd) makes no warranty or representation to any Lender or Issuer and shall not be responsible to any Lender or Issuer for any statements, warranties, warranties or representations made by or on behalf of any Borrower in or in connection with this Agreement or the any other Loan Documents; Document, (de) shall not have any duty to ascertain or to inquire either as to the performance or observance of any of the termsterm, covenants covenant or conditions of this Agreement or any other Loan Document on the part of the Borrower or its Subsidiaries or to inspect the Property (including the books and records) of the Borrower or its Subsidiaries; (e) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency, or value condition of this Agreement or any other Loan Document; , as to the financial condition of any Borrower or as to the existence or possible existence of any Default or Event of Default and (f) shall incur no liability under or in respect of this Agreement or any other Loan Document by acting upon any notice, consent, certificate, certificate or other instrument or writing (which writing may be by telecopier a telecopy or telexelectronic mail) or any telephone message believed by it to be genuine and signed or sent by the proper party or parties.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents, agents or employees shall be liable for any action taken or omitted to be taken (INCLUDING THE ADMINISTRATIVE AGENT’S OWN NEGLIGENCE) by it or them under or in connection with this Agreement or the any other Loan DocumentsDocument, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative Agent: (ai) may treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice and accepts a Lender Assignment entered into by the Lender which is the payee of the assignment or transfer thereof signed by such payee Note, as assignor, and an Eligible Assignee, as assignee, as provided in form satisfactory to the Administrative AgentSection 8.07; (bii) may consult with legal counsel (including counsel for the Borrower), independent public accountants, accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants, accountants or experts; (ciii) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties, warranties or representations (whether written or oral) made in or in connection with this Agreement or the any other Loan DocumentsDocument; (div) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any other Loan Document on the part of the Borrower or its Subsidiaries or to inspect the Property property (including the books and records) of the Borrower or its SubsidiariesBorrower; (ev) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of this Agreement Agreement, any other Loan Document or any other Loan Documentinstrument or document furnished pursuant hereto or thereto; and (fvi) shall incur no liability under or in respect of this Agreement or any other Loan Document by acting upon any notice, consent, certificate, certificate or other instrument or writing (which may be by telecopier telecopier, telegram, cable or telex) believed by it to be genuine and signed or sent by the proper party or parties.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents, agents or employees shall be liable for any action taken or omitted to be taken (INCLUDING THE ADMINISTRATIVE AGENT’S OWN NEGLIGENCE) by it or them as Administrative Agent under or in connection with this Agreement or Agreement, in the other Loan Documents, except for absence of its or their own gross negligence or willful misconduct. Without limitation of limiting the generality of the foregoing, the Administrative Agent: (a) may treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Administrative Agent; (b) may consult with legal counsel (including counsel for the Borrowerany Purchaser Party or any Servicer), independent certified public accountants, accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants, accountants or experts; (cb) makes no warranty or representation to any Lender Purchaser Party (whether written or oral) and shall not be responsible to any Lender Purchaser Party for any statements, warranties, warranties or representations (whether written or oral) made by any other party in or in connection with this Agreement or the other Loan DocumentsAgreement; (dc) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any other Loan Document on the part of the Borrower or its Subsidiaries any Purchaser Party or to inspect the Property property (including the books and records) of the Borrower or its Subsidiariesany Purchaser Party; (ed) shall not be responsible to any Lender Purchaser Party for the due execution, legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of this Agreement or any other Loan Documentinstrument or document furnished pursuant hereto; and (fe) shall incur no liability under or be entitled to rely, and shall be fully protected in respect of this Agreement or any other Loan Document by acting so relying, upon any noticenotice (including notice by telephone), consent, certificate, certificate or other instrument or writing (which may be by telecopier or telexfacsimile) believed by it to be genuine and signed or sent by the proper party or parties.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents, agents or employees shall be liable for any action taken or omitted to be taken (INCLUDING THE ADMINISTRATIVE AGENT’S OWN NEGLIGENCE) by it or them under or in connection with this Agreement or the other Loan DocumentsAgreement, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative Agent: (ai) may treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice and accepts an Assignment and Acceptance entered into by the Lender that is the payee of the assignment or transfer thereof signed by such payee Note, as assignor, and an Eligible Assignee, as assignee, as provided in form satisfactory to the Administrative AgentSection 9.07; (bii) may consult with legal counsel (including counsel for the BorrowerBorrowers), independent public accountants, accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants, accountants or experts; (ciii) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Loan DocumentsAgreement; (div) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any other Loan Document on the part of the Borrower or its Subsidiaries Borrowers or to inspect the Property property (including the books and records) of the Borrower or its SubsidiariesBorrowers; (ev) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of this Agreement or any other Loan Documentinstrument or document furnished pursuant hereto; and (fvi) shall incur no liability under or in respect of this Agreement or any other Loan Document by acting upon any notice, consent, certificate, certificate or other instrument or writing (which may be by telecopier telecopier, telegram or telex) reasonably believed by it to be genuine and signed or sent by the proper party or parties.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its respective directors, officers, agents, agents or employees shall be liable for any action taken or omitted to be taken (INCLUDING THE ADMINISTRATIVE AGENT’S OWN NEGLIGENCE) by it or them under or in connection with this Agreement or the other Loan Documents, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative Agent: (a) may treat the payee of any Note as the holder thereof until until, in the case of the Administrative Agent, the Administrative Agent receives written notice and accepts an Assignment and Acceptance entered into by the Lender that is the payee of such Note, as assignor, and an Eligible Assignee, as assignee, or, in the assignment or transfer thereof signed by such payee and in form satisfactory to case of any other Administrative Agent, the Administrative AgentAgent has received notice from the Administrative Agent that it has received and accepted such Assignment and Acceptance, in each case as provided in Section 8.07; (b) may consult with legal counsel (including counsel for the Borrowerany Loan Party), independent public accountants, accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants, accountants or experts; (c) makes no warranty or representation to any Lender Party and shall not be responsible to any Lender Party for any statements, warranties, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Loan Documents; (d) shall not have any duty to ascertain or to inquire as to the performance performance, observance or observance satisfaction of any of the terms, covenants or conditions of this Agreement or any other Loan Document on the part of any Loan Party or the Borrower or its Subsidiaries existence at any time of any Default under the Loan Documents or to inspect the Property property (including the books and records) of the Borrower or its Subsidiariesany Loan Party; (e) shall not be responsible to any Lender Party for the due execution, legality, validity, enforceability, genuineness, sufficiencysufficiency or value of, or value the perfection or priority of this Agreement any lien or security interest created or purported to be created under or in connection with, any Loan Document or any other Loan Documentinstrument or document furnished pursuant thereto; and (f) shall incur no liability under or in respect of this Agreement or any other Loan Document by acting upon any notice, consent, certificate, certificate or other instrument or writing (which may be by telecopier telegram, telecopy or telexattached to electronic mail) believed by it to be genuine and signed or sent by the proper party or parties.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents, agents or employees shall be liable for any action taken or omitted to be taken (INCLUDING THE ADMINISTRATIVE AGENT’S OWN NEGLIGENCE) by it or them as Administrative Agent under or in connection with this Agreement or any of the other Loan Transaction Documents, except for its or their own gross negligence or willful misconduct. Each Lender, Lender Agent and each Secured Party hereby waives any and all claims against the Administrative Agent or any of its Affiliates for any action taken or omitted to be taken by the Administrative Agent or any of its Affiliates under or in connection with this Agreement or any of the other Transaction Documents, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of limiting the foregoing, the Administrative Agent: (a) may treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Administrative Agent; (bi) may consult with legal counsel (including counsel for the BorrowerBorrower and the Seller), independent public accountants, accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants, accountants or experts; (cii) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties, warranties or representations made in or in connection with this Agreement or the other Loan DocumentsAgreement; (diii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any of the other Loan Document Transaction Documents on the part of the any Borrower or its Subsidiaries Party or to inspect the Property property (including the books and records) of the Borrower or its Subsidiariesthe Borrower Advisors; (eiv) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of this Agreement Agreement, any of the other Transaction Documents or any other Loan Documentinstrument or document furnished pursuant hereto or thereto; and (fv) shall incur no liability under or in respect of this Agreement or any of the other Loan Document Transaction Documents by acting upon any noticenotice (including notice by telephone), consent, certificate, certificate or other instrument or writing (which may be by telecopier or telexfacsimile) believed by it to be genuine and signed or sent by the proper party or parties.

Administrative Agent’s Reliance, Etc. Neither With respect to the Lenders, neither the Administrative Agent nor any of its directors, officers, agents, agents or employees shall be liable to any Lender for any action taken or omitted to be taken (INCLUDING THE ADMINISTRATIVE AGENT’S OWN NEGLIGENCE) by it or them as Administrative Agent under or in connection with this Agreement or any of the other Loan Transaction Documents, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of limiting the foregoing, the Administrative Agent: (a) may treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Administrative Agent; (bi) may consult with legal counsel (including counsel for the BorrowerBorrower or the Servicer), independent public accountants, accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants, accountants or experts; (cii) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties, warranties or representations made in or in connection with this Agreement or the other Loan DocumentsAgreement; (diii) shall not have any duty to any Lender to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any of the other Loan Document Transaction Documents on the part of the Borrower or its Subsidiaries the Servicer or to inspect the Property property (including the books and records) of the Borrower or its Subsidiariesthe Servicer; (eiv) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of this Agreement Agreement, any of the other Transaction Documents or any other Loan Documentinstrument or document furnished pursuant hereto or thereto; and (fv) shall incur no liability to any Lender under or in respect of this Agreement or any of the other Loan Document Transaction Documents by acting upon any noticenotice (including notice by telephone), consent, certificate, certificate or other instrument or writing (which may be by telecopier or telexfacsimile) believed by it to be genuine and signed or sent by the proper party or parties.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent Agent, nor any of its directors, officers, agents, employees, Affiliates, or employees representatives shall be liable for any action taken or omitted to be taken (INCLUDING THE ADMINISTRATIVE AGENT’S OWN NEGLIGENCE) by it or them under or in connection with this Agreement or the any other Loan DocumentsPaper, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative Agent: Agent (a) may treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Administrative Agent; (b) may consult with legal counsel (including counsel for the BorrowerCompany or any of its Subsidiaries), independent public accountants, and other experts selected by it it, and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants, or experts; (c) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties, or representations made in or in connection with this Agreement or the any other Loan DocumentsPapers; (d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants covenants, or conditions of this Agreement or any other Loan Document Papers on the part of the Borrower Company or its Subsidiaries or to inspect the Property (including the books and records) of the Borrower Company or its Subsidiaries; (e) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency, or value of this Agreement Agreement, any other Loan Papers, or any other Loan Documentinstrument or document furnished pursuant hereto; and (f) shall incur no liability under or in respect of this Agreement or any other Loan Document Papers by acting upon any notice, consent, certificate, or other instrument or writing (which may be by telecopier or telex) believed by it to be genuine and signed or sent by the proper party or parties.

Administrative Agent’s Reliance, Etc. Neither Notwithstanding any other provisions of this Agreement or any other Loan Documents, neither the Administrative Agent nor any of its directors, officers, agents, employees or employees counsel shall be liable for any action taken or omitted to be not taken (INCLUDING THE ADMINISTRATIVE AGENT’S OWN NEGLIGENCE) by it or them under or in connection with this Agreement or the any other Loan DocumentsDocument, except for its or their own gross negligence or willful misconductmisconduct in connection with its duties expressly set forth herein or therein. Without limitation of limiting the generality of the foregoing, the Administrative Agent: (a) may treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Administrative Agent; (b) may consult with legal counsel (including its own counsel or counsel for the BorrowerBorrower or any other Loan Party), independent public accountants, accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants, accountants or experts; . Neither the Administrative Agent nor any of its directors, officers, agents, employees or counsel: (ca) makes no any warranty or representation to any Lender or any other Person and shall not be responsible to any Lender or any other Person for any statementsstatement, warrantieswarranty or representation made or deemed made by any Borrower, any other Loan Party or representations made any other Person in or in connection with this Agreement or the any other Loan DocumentsDocument; (db) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any other Loan Document or the satisfaction of any conditions precedent under this Agreement or any Loan Document on the part of the Borrower or its Subsidiaries other Persons or to inspect the Property (including the property, books and records) or records of the Borrower or its Subsidiariesany other Person; (ec) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of this Agreement or any other Loan Document, any other instrument or document furnished pursuant thereto or any collateral covered thereby or the perfection or priority of any Lien in favor of the Administrative Agent on behalf of the Lenders in any such collateral; (d) shall have any liability in respect of any recitals, statements, certifications, representations or warranties contained in any of the Loan Documents or any other document, instrument, agreement, certificate or statement delivered in connection therewith; and (fe) shall incur no any liability under or in respect of this Agreement or any other Loan Document by acting upon any notice, consent, certificate, certificate or other instrument or writing (which may be by telecopier telephone, telecopy or telexelectronic mail) believed by it to be genuine and signed signed, sent or sent given by the proper party or parties. The Administrative Agent may execute any of its duties under the Loan Documents by or through agents, employees or attorneys-in-fact and shall not be responsible for the negligence or misconduct of any agent or attorney-in-fact that it selects in the absence of gross negligence or willful misconduct.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents, agents or employees shall be liable for any action taken or omitted to be taken (INCLUDING THE ADMINISTRATIVE AGENT’S OWN NEGLIGENCE) by it or them under or in connection with this Agreement or the other Loan DocumentsAgreement, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative Agent: (ai) may treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice and accepts an Assignment and Acceptance entered into by the Lender which is the payee of the assignment or transfer thereof signed by such payee Note, as assignor, and an Eligible Assignee, as assignee, as provided in form satisfactory to the Administrative AgentSection 8.07; (bii) may consult with legal counsel (including counsel for the Borrower), independent public accountants, accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants, accountants or experts; (ciii) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Loan DocumentsAgreement; (div) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any other Loan Document on the part of the Borrower or its Subsidiaries or to inspect the Property property (including the books and records) of the Borrower or its SubsidiariesBorrower; (ev) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of this Agreement or any other Loan Documentinstrument or document furnished pursuant hereto; and (fvi) shall incur no liability under or in respect of this Agreement or any other Loan Document by acting upon any notice, consent, certificate, certificate or other instrument or writing (which may be by telecopier telegram, telecopy, cable or telex) believed by it to be genuine and signed or sent by the proper party or parties.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents, agents or employees shall be liable for any action taken or omitted to be taken (INCLUDING THE ADMINISTRATIVE AGENT’S OWN NEGLIGENCE) by it or them under or in connection with this Agreement or the other Loan Documents, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative Agent: (a) may treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice and accepts an Assignment and Acceptance entered into by the Lender that is the payee of the assignment or transfer thereof signed by such payee Note, as assignor, and an Eligible Assignee, as assignee, as provided in form satisfactory to the Administrative AgentSection 9.07; (b) may consult with legal counsel (including counsel for the Borrowerany Loan Party), independent public accountants, accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants, accountants or experts; (c) makes no warranty or representation to any Lender Party and shall not be responsible to any Lender Party for any statements, warranties, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Loan Documents; (d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any other Loan Document on the part of the Borrower or its Subsidiaries any Loan Party or to inspect the Property property (including the books and records) of the Borrower or its Subsidiariesany Loan Party; (e) shall not be responsible to any Lender Party for the due execution, legality, validity, enforceability, genuineness, sufficiencysufficiency or value of, or value the perfection or priority of this Agreement any lien or security interest created or purported to be created under or in connection with, any Loan Document or any other Loan Documentinstrument or document furnished pursuant thereto; and (f) shall incur no liability under or in respect of this Agreement or any other Loan Document by acting upon any notice, consent, certificate, certificate or other instrument or writing (which may be by telecopier telegram, telecopy or telex) believed by it to be genuine and signed or sent by the proper party or parties.

Administrative Agent’s Reliance, Etc. Neither Notwithstanding any other provisions of this Agreement or any other Loan Documents, neither the Administrative Agent nor any of its directors, officers, agents, employees or employees counsel shall be liable for any action taken or omitted to be taken (INCLUDING THE ADMINISTRATIVE AGENT’S OWN NEGLIGENCE) by it or them under or in connection with this Agreement or the any other Loan DocumentsDocument, except for its or their own gross negligence or willful misconductmisconduct as determined by a court of competent jurisdiction in a final, non-appealable judgment. Without limitation of limiting the generality of the foregoing, the Administrative Agent: (a) may treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Administrative Agent; (b) may consult with legal counsel (including its own counsel or counsel for the BorrowerBorrower or any other Loan Party), independent public accountants, accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants, accountants or experts; (c) makes no warranty or representation to any Lender or any other Person and shall not be responsible to any Lender or any other Person for any statements, warranties, warranties or representations made by any Person in or in connection with this Agreement or the any other Loan DocumentsDocument; (d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of any of this Agreement or any other Loan Document or the satisfaction of any conditions precedent under this Agreement or any Loan Document on the part of the Borrower or its Subsidiaries other Persons or to inspect the Property (including the property, books and records) or records of the Borrower or its Subsidiariesany other Person; (e) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of this Agreement or any other Loan Document, any other instrument or document furnished pursuant thereto or any collateral covered thereby or the perfection or priority of any Lien in favor of the Administrative Agent on behalf of the Lenders in any such collateral; and (f) shall incur no liability under or in respect of this Agreement or any other Loan Document by acting upon any notice, consent, certificate, certificate or other instrument or writing (which may be by telecopier telephone or telextelecopy) believed by it to be genuine and signed signed, sent or sent given by the proper party or parties.

Administrative Agent’s Reliance, Etc. Neither Notwithstanding any other provisions of this Agreement, any other Loan Documents or the Other Related Documents, neither the Administrative Agent nor any of its directors, officers, agents, employees or employees counsel shall be liable for any action taken or omitted to be not taken (INCLUDING THE ADMINISTRATIVE AGENT’S OWN NEGLIGENCE) by it or them under or in connection with this Agreement or the any other Loan DocumentsDocument, except for its or their own gross negligence or willful misconductmisconduct in connection with its duties expressly set forth herein or therein. Without limitation of limiting the generality of the foregoing, the Administrative Agent: (a) may treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Administrative Agent; (b) may consult with legal counsel (including its own counsel or counsel for the BorrowerBorrowers or any other Loan Party), independent public accountants, accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants, accountants or experts; . Neither the Administrative Agent nor any of its directors, officers, agents, employees or counsel: (ca) makes no any warranty or representation to any Lender or any other Person and shall not be responsible to any Lender or any other Person for any statementsstatement, warrantieswarranty or representation made or deemed made by the Borrowers, any other Loan Party or representations made any other Person in or in connection with this Agreement or the any other Loan DocumentsDocument; (db) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any other Loan Document or the satisfaction of any conditions precedent under this Agreement or any Loan Document on the part of the Borrower Borrowers or its Subsidiaries other Persons or to inspect the Property (including the property, books and records) or records of the Borrower Borrowers or its Subsidiariesany other Person; (ec) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of this Agreement or any other Loan Document, any other instrument or document furnished pursuant thereto or any Collateral covered thereby or the perfection or priority of any Lien in favor of the Administrative Agent on behalf of the Lenders in any such Collateral; (d) shall have any liability in respect of any recitals, statements, certifications, representations or warranties contained in any of the Loan Documents or Other Related Documents or any other document, instrument, agreement, certificate or statement delivered in connection therewith; and (fe) shall incur no any liability under or in respect of this Agreement or any other Loan Document by acting upon any notice, consent, certificate, certificate or other instrument or writing (which may be by telecopier telephone, telecopy or telexelectronic mail) believed by it to be genuine and signed signed, sent or sent given by the proper party or parties. The Administrative Agent may execute any of its duties under the Loan Documents or Other Related Documents by or through agents, employees or attorneys-in-fact and shall not be responsible for the negligence or misconduct of any agent or attorney-in-fact that it selects in the absence of gross negligence or willful misconduct.

Administrative Agent’s Reliance, Etc. Neither Notwithstanding any other provisions of this Agreement or any other Loan Documents, neither the Administrative Agent nor any of its directors, officers, agents, employees or employees counsel shall be liable for any action taken or omitted to be taken (INCLUDING THE ADMINISTRATIVE AGENT’S OWN NEGLIGENCE) by it or them under or in connection with this Agreement or the any other Loan DocumentsDocument, except for its or their own gross negligence or willful misconductmisconduct as determined by a court of competent jurisdiction in a final, non-appealable judgment. Without limitation of limiting the generality of the foregoing, the Administrative Agent: (a) may treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Administrative Agent; (b) may consult with legal counsel (including its own counsel or counsel for the BorrowerBorrower or any other Loan Party), independent public accountants, accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants, accountants or experts; (c) makes no warranty or representation to any Lender or any other Person and shall not be responsible to any Lender or any other Person for any statements, warranties, warranties or representations made by any Person in or in connection with this Agreement or the any other Loan DocumentsDocument; (d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of any of this Agreement or any other Loan Document or the satisfaction of any conditions precedent under this Agreement or any Loan Document on the part of the Borrower or its Subsidiaries other Persons (except for the delivery to it of any certificate or document specifically required to be delivered to it pursuant to Section 5.1.) or inspect the Property (including the property, books and records) or records of the Borrower or its Subsidiariesany other Person; (e) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of this Agreement or any other Loan Document, any other instrument or document furnished pursuant thereto or any collateral covered thereby or the perfection or priority of any Lien in favor of the Administrative Agent on behalf of the Lenders in any such collateral; and (f) shall incur no liability under or in respect of this Agreement or any other Loan Document by acting upon any notice, consent, certificate, certificate or other instrument or writing (which may be by telecopier telephone, telecopy, or telexelectronic mail) believed by it to be genuine and signed signed, sent or sent given by the proper party or parties. The Administrative Agent may execute any of its duties under the Loan Documents by or through agents, employees or attorneys-in-fact. Unless set forth in writing to the contrary, the making of its initial Loan by a Lender shall constitute a certification by such Lender to the Administrative Agent and the other Lenders that the Borrower has satisfied the conditions precedent for initial Loans set forth in Sections 5.1. and 5.2. that have not previously been waived by the Requisite Lenders.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents, or employees shall be liable for any action taken or omitted to be taken (INCLUDING THE ADMINISTRATIVE AGENT’S OWN NEGLIGENCE) by it or them under or in connection with this Agreement or the other Loan Documents, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative Agent: (a) may treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Administrative Agent; (b) may consult with legal counsel (including counsel for the Borrower), independent public accountants, and other experts selected by it and shall not be liable for any action taken or omitted to not taken by it (i) with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be taken necessary, or as Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Sections 7 and 9.2) or (ii) in the absence of its own gross negligence or willful misconduct as determined by it in accordance with the advice a court of competent jurisdiction by final and nonappealable judgment. Administrative Agent shall be deemed not to have knowledge of any Default or Event of Default unless and until an Obligor or a Lender has given written notice describing such counsel, accountants, Default or experts; (c) makes no warranty or representation Event of Default to any Lender and Administrative Agent. Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any Lender for any statementsstatement, warranties, warranty or representations representation made in or in connection with this Agreement or the any other Loan Documents; Document, (dii) shall not have the contents of any duty to ascertain certificate, report or to inquire as to other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the termscovenants, covenants agreements or other terms or conditions set forth herein or therein or the occurrence of any Default or Event of Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement or Agreement, any other Loan Document on the part of the Borrower or its Subsidiaries or to inspect the Property (including the books and records) of the Borrower or its Subsidiaries; (e) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency, or value of this Agreement or any other Loan Document; and (f) shall incur no liability under agreement, instrument or in respect of this Agreement or any other Loan Document by acting upon any notice, consent, certificatedocument, or (v) the satisfaction of any condition set forth in Section 4 or elsewhere herein or therein, other instrument or writing (which may be by telecopier or telex) believed by it than to confirm receipt of items expressly required to be genuine and signed or sent by the proper party or partiesdelivered to Administrative Agent.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents, agents or employees shall be liable for any action taken or omitted to be taken (INCLUDING THE ADMINISTRATIVE AGENT’S OWN NEGLIGENCE) by it or them under or in connection with this Agreement or the other Loan DocumentsAgreement, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative Agent: (ai) may treat the payee Lender that made any Revolving Credit Advance and Issuing Bank that issued any Letters of Credit as the holders of the Debt resulting therefrom until, in the case of any Note as the holder thereof until such Lender, the Administrative Agent receives written notice of the assignment or transfer thereof signed and accepts an Assignment and Acceptance entered into by such payee Lender, as assignor, and an Eligible Assignee, as assignee, as provided in form satisfactory to the Administrative AgentSection 8.07; (bii) may consult with legal counsel (including counsel for the BorrowerBorrowers), independent public accountants, accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants, accountants or experts; (ciii) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Loan DocumentsAgreement; (div) shall not have any duty to ascertain or to inquire as to the performance performance, observance or observance satisfaction of any of the terms, covenants or conditions of this Agreement or any other Loan Document Documents on the part of the any Borrower or its Subsidiaries the existence at any time of any Default or to inspect the Property property (including the books and records) of the Borrower or its Subsidiariesany Borrower; (ev) shall not be responsible to any Lender or Issuing Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of this Agreement Agreement, any other Loan Document or any other Loan Documentinstrument or document furnished pursuant hereto and thereto; and (fvi) shall incur no liability under or in respect of this Agreement or any other Loan Document by acting upon any notice, consent, certificate, certificate or other instrument or writing (which may be by telecopier telecopier, telegram or telex) believed by it to be genuine and signed or sent by the proper party or parties.

Administrative Agent’s Reliance, Etc. Neither Notwithstanding any other provisions of this Agreement or any other Loan Documents, neither the Administrative Agent nor any of its directors, officers, agents, employees or employees counsel shall be liable for any action taken or omitted to be not taken (INCLUDING THE ADMINISTRATIVE AGENT’S OWN NEGLIGENCE) by it or them under or in connection with this Agreement or the any other Loan DocumentsDocument, except for its or their own gross negligence or willful misconductmisconduct in connection with its duties expressly set forth herein or therein. Without limitation of limiting the generality of the foregoing, the Administrative Agent: (a) may treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Administrative Agent; (b) may consult with legal counsel (including its own counsel or counsel for the BorrowerBorrower or any other Loan Party), independent public accountants, accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants, accountants or experts; . Neither the Administrative Agent nor any of its directors, officers, agents, employees or counsel: (ca) makes no any warranty or representation to any Lender or any other Person and shall not be responsible to any Lender or any other Person for any statementsstatement, warrantieswarranty or representation made or deemed made by any Borrower, any other Loan Party or representations made any other Person in or in connection with this Agreement or the any other Loan DocumentsDocument; (db) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any other Loan Document or the satisfaction of any conditions precedent under this Agreement or any Loan Document on the part of the Borrower or its Subsidiaries other Persons or to inspect the Property (including the property, books and records) or records of the Borrower or its Subsidiariesany other Person; (ec) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of this Agreement or any other Loan Document, any other instrument or document furnished pursuant thereto or any collateral covered thereby or the perfection or priority of any Lien in favor of the Administrative Agent on behalf of the Lenders in any such collateral; (d) shall have any liability in respect of any recitals, statements, certifications, representations or warranties contained in any of the Loan Documents or any other document, instrument, agreement, certificate or statement delivered in connection therewith; and (fe) shall incur no any liability under or in respect of this Agreement or any other Loan Document by acting upon any notice, consent, certificate, certificate or other instrument or writing (which may be by telecopier telephone, facsimile or telexelectronic mail) believed by it to be genuine and signed signed, sent or sent given by the proper party or parties. The Administrative Agent may execute any of its duties under the Loan Documents by or through agents, employees or attorneys-in-fact and shall not be responsible for the negligence or misconduct of any agent or attorney-in-fact that it selects in the absence of gross negligence or willful misconduct.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents, agents or employees shall be liable for any action taken or omitted to be taken (INCLUDING THE ADMINISTRATIVE AGENT’S OWN NEGLIGENCE) by it or them under or in connection with this Agreement or the other Loan DocumentsAgreement, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative Agent: (ai) may treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice and accepts an Assignment and Acceptance entered into by the Lender that is the payee of the assignment or transfer thereof signed by such payee Note, as assignor, and an Eligible Assignee, as assignee, as provided in form satisfactory to the Administrative AgentSection 8.07; (bii) may consult with legal counsel (including counsel for the Borrower), independent public accountants, accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants, accountants or experts; (ciii) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Loan DocumentsAgreement; (div) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any other Loan Document on the part of the Borrower or its Subsidiaries or to inspect the Property property (including the books and records) of the Borrower or its SubsidiariesBorrower; (ev) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiencysufficiency or value of, or value the perfection or priority of any lien or security interest created or purported to be created under or in connection with, this Agreement or any other Loan Documentinstrument or document furnished pursuant hereto; and (fvi) shall incur no liability under or in respect of this Agreement or any other Loan Document by acting upon any notice, consent, certificate, certificate or other instrument or writing (which may be by telecopier telecopier, telegram or telex) believed by it to be genuine and signed or sent by the proper party or parties.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents, agents or employees shall be liable to any Purchaser for any action taken or omitted to be taken (INCLUDING THE ADMINISTRATIVE AGENT’S OWN NEGLIGENCE) by it or them as Administrative Agent under or in connection with this Agreement or the other Loan Documentsany related agreement, instrument or document except for its or their own gross negligence or willful misconduct. Without limitation of the generality of limiting the foregoing, the Administrative Agent: (a) may treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Administrative Agent; (b) may consult with legal counsel (including counsel for the BorrowerIssuer, the Servicer, any Managing Agent or the Trustee), independent public accountants, accountants and other experts selected by it and shall not be liable to the Purchaser for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants, accountants or experts; (cb) makes no warranty or representation to any Lender the Purchasers and shall not be responsible to any Lender the Purchasers for any statements, warranties, warranties or representations made in or in connection with this Agreement or the other Loan Documentsin connection with any related agreement, instrument or document; (dc) shall not have any duty to the Purchasers to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any other Loan Document related agreement, instrument or document on the part of the Borrower Issuer, the Trustee, the Servicer or its Subsidiaries any Purchaser or Managing Agent or to inspect the Property property (including the books and records) of the Borrower Issuer, the Trustee, the Servicer, any Purchaser or its Subsidiariesany Managing Agent; (ed) shall not be responsible to any Lender the Purchasers for the due execution, legality, validity, enforceability, genuineness, sufficiency, genuineness or sufficiency of value of this Agreement or any other Loan Documentrelated agreement, instrument or document; (e) shall not be deemed to be acting as any Purchaser’s trustee or otherwise in a fiduciary capacity hereunder or in connection with any related agreement, instrument or document; and (f) shall incur no liability to any Purchaser under or in respect of this Agreement or any other Loan Document related agreement, instrument or document by acting upon any noticenotice (including notice by telephone), consent, certificate, certificate or other instrument or writing (which may be by telecopier telex or telexfacsimile) believed by it to be genuine and signed or sent by the proper party or parties.

Administrative Agent’s Reliance, Etc. Neither the Notwithstanding any other provisions of this Agreement or any other Loan Documents, neither Administrative Agent nor any of its directors, officers, agents, employees or employees counsel shall be liable to any Bank for any action taken or omitted to be taken (INCLUDING THE ADMINISTRATIVE AGENT’S OWN NEGLIGENCE) by it or them under or in connection with this Agreement or the other Loan DocumentsAgreement, except for its or their own gross negligence or willful misconduct. Without limitation of limiting the generality of the foregoing, the Administrative Agent: (a) may treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Administrative Agent; (b) may consult with legal counsel (including its own counsel or counsel for the Borrower), independent public accountants, accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants, accountants or experts; (c) makes no warranty or representation to any Lender Bank or any other Person and shall not be responsible to any Lender Bank or any other Person for any statements, warranties, warranties or representations made by any Person in or in connection with this Agreement or the any other Loan DocumentsDocument; (d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of any of this Agreement or any other Loan Document or the satisfaction of any conditions precedent under this Agreement or any Loan Document on the part of the Borrower or its Subsidiaries other persons or to entities or inspect the Property (including the property, books and records) or records of the Borrower or its Subsidiariesany other Person; (e) shall not be responsible to any Lender Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of this Agreement or any other Loan Document, any other instrument or document furnished pursuant thereto or any collateral covered thereby or the perfection or priority of any lien in favor of Administrative Agent on behalf of the Banks in any such collateral; and (f) shall incur no liability to any Bank under or in respect of this Agreement or any other Loan Document by acting upon any notice, consent, certificate, certificate or other instrument or writing (which may be by telecopier telephone or telextelecopy) believed by it to be genuine and signed signed, sent or sent given by the proper party or parties.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents, agents or employees shall be liable for any action taken or omitted to be taken (INCLUDING THE ADMINISTRATIVE AGENT’S OWN NEGLIGENCE) by it or them under or in connection with this Agreement or the other Loan Documents, except for its or their own gross negligence or willful misconductmisconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision). Without limitation of the generality of the foregoing, the Administrative Agent: (a) may deem and treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice and accepts an Assignment and Acceptance entered into by the Lender that is the payee of the assignment such Note, as assignor, and any permitted assignee or transfer thereof signed by such payee and transferee, as assignee, as provided in form satisfactory to the Administrative AgentSection 8.07; (b) with respect to any request, authority or consent of any Person who, at the time of making such request or giving such authority or consent, is the holder of any Note, may consider as conclusive and binding any such request, authority or consent of such Person, as applicable, on any subsequent holder, transferee, assignee or endorsee, as the case may be, of such Note or of any Note or Notes issued in exchange therefore; (c) may consult with legal counsel (including counsel for the Borrowerany Loan Party), independent public accountants, accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants, accountants or experts; (cd) makes no warranty or representation to any Lender Party and shall not be responsible to any Lender Party for any recitals, statements, warrantiesinformation, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Loan Documents; (de) shall not have any duty to ascertain or to inquire as to (x) the performance or observance of any of the terms, provisions, covenants or conditions of this Agreement or any other Loan Document on the part of any Loan Party, (y) the Borrower financial condition of any Loan Party or its Subsidiaries (z) the existence or possible existence of any Default; (f) shall not have any duty to inspect the Property property (including the books and records) of the Borrower or its Subsidiariesany Loan Party; (eg) shall not be responsible to any Lender Party for the due execution, legality, validity, enforceability, genuineness, sufficiencycollectability, sufficiency or value of this Agreement any Loan Document, the financial condition of the Borrower or any of its Subsidiaries or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, any Loan Document or any other Loan Documentinstrument or document furnished pursuant thereto; and (fh) shall incur no liability under or in respect of this Agreement or any other Loan Document by acting upon any notice, statement, consent, certificateorder, certificate or other instrument or writing (which may be by telecopier telegram, telecopy, telex, cablegram or telexelectronic mail) or telephone message believed by it to be genuine and signed signed, sent or sent made by the proper party or parties.. 134

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents, agents or employees shall be liable for any action taken or omitted to be taken (INCLUDING THE ADMINISTRATIVE AGENT’S OWN NEGLIGENCE) by it or them as Administrative Agent under or in connection with this Agreement or any of the other Loan Transaction Documents, except for its or their own fraud, gross negligence or willful misconductmisconduct as determined in a final decision by a court of competent jurisdiction. Each Lender and each Secured Party hereby waives any and all claims against the Administrative Agent or any of its Affiliates for any action taken or omitted to be taken by the Administrative Agent or any of its Affiliates under or in connection with this Agreement or any of the other Transaction Documents, except for its or their own fraud, gross negligence or willful misconduct as determined in a final decision by a court of competent jurisdiction. Without limitation of the generality of limiting the foregoing, the Administrative Agent: (a) may treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Administrative Agent; (bi) may consult with legal counsel (including counsel for the Borrower), independent public accountants, accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants, accountants or experts; (cii) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties, warranties or representations made in or in connection with this Agreement or the other Loan DocumentsAgreement; (diii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any of the other Loan Document Transaction Documents on the part of the Borrower or its Subsidiaries or to inspect the Property property (including the books and records) of the Borrower or its SubsidiariesBorrower; (eiv) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of this Agreement Agreement, any of the other Transaction Documents or any other Loan Documentinstrument or document furnished pursuant hereto or thereto; and (fv) shall incur no liability under or in respect of this Agreement or any of the other Loan Document Transaction Documents by acting upon any noticenotice (including notice by telephone), consent, certificate, certificate or other instrument or writing (which may be by telecopier facsimile or telexemail) believed by it to be genuine and signed or sent by the proper party or parties.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents, agents or employees shall be liable for any action taken or omitted to be taken (INCLUDING THE ADMINISTRATIVE AGENT’S OWN NEGLIGENCE) by it or them as Administrative Agent under or in connection with this Agreement or any of the other Loan Transaction Documents, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of limiting the foregoing, the Administrative Agent: (a) may treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Administrative Agent; (bi) may consult with legal counsel (including counsel for the Borrower, the Servicer, the Originator or the Guarantors), independent public accountants, accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants, accountants or experts; (cii) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties, warranties or representations made in or in connection with this Agreement or the other Loan DocumentsAgreement; (diii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any of the other Loan Document Transaction Documents on the part of the Borrower Borrower, the Originator, the Servicer or its Subsidiaries the Guarantors or to inspect the Property property (including the books and records) of the Borrower Borrower, the Originator, the Servicer or its Subsidiariesthe Guarantors; (eiv) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of this Agreement Agreement, any of the other Transaction Documents or any other Loan Documentinstrument or document furnished pursuant hereto or thereto; and (fv) shall incur no liability under or in respect of this Agreement or any of the other Loan Document Transaction Documents by acting upon any noticenotice (including notice by telephone), consent, certificate, certificate or other instrument or writing (which may be by telecopier or telexfacsimile) believed by it to be genuine and signed or sent by the proper party or parties.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents, agents or employees shall be liable for any action taken or omitted to be taken (INCLUDING THE ADMINISTRATIVE AGENT’S OWN NEGLIGENCE) by it or them as Administrative Agent under or in connection with this Agreement or any of the other Loan Transaction Documents, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of limiting the foregoing, the Administrative Agent: (a) may treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Administrative Agent; (bi) may consult with legal counsel (including counsel for the BorrowerBorrower or the Equityholder), independent public accountants, accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants, accountants or experts; (cii) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties, warranties or representations made by any other Person in or in connection with this Agreement or the other Loan DocumentsAgreement; (diii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any of the other Loan Document Transaction Documents on the part of any of the Borrower Borrower, the Collateral Manager or its Subsidiaries the Equityholder or to inspect the Property property (including the books and records) of any of the Borrower Borrower, the Collateral Manager or its Subsidiariesthe Equityholder; (eiv) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of this Agreement Agreement, any of the other Transaction Documents or any other Loan Documentinstrument or document furnished pursuant hereto or thereto; and (fv) shall incur no liability under or in respect of this Agreement or any of the other Loan Document Transaction Documents by acting upon any noticenotice (including notice by telephone), consent, certificate, certificate or other instrument or writing (which may be by telecopier or telexfacsimile) believed by it to be genuine and signed or sent by the proper party or parties.

Administrative Agent’s Reliance, Etc. Neither None of the Administrative Agent nor Agent, any of its Affiliates or any of their respective directors, officers, agents, agents or employees shall be liable for any action taken or omitted to be taken (INCLUDING THE ADMINISTRATIVE AGENT’S OWN NEGLIGENCE) by it it, him, her or them under or in connection with this Agreement or the other Loan Documents, except for its to the extent such claim, damage, loss, liability or their own expense is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted primarily from the gross negligence or willful misconductmisconduct of such person. Without limitation of the generality of limiting the foregoing, the Administrative Agent: Agent (a) may treat the payee of any Note as its holder until such Note has been assigned in accordance with Section 10.04, (b) may rely on the holder thereof until the Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory Register to the Administrative Agent; extent set forth in Section 2.05 and Section 10.04(b), (bc) may consult with legal counsel (including counsel for to the Borrower), independent public accountants, accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants, accountants or experts; , (cd) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties, warranties or representations made by or on behalf of the Borrower in or in connection with this Agreement or the any other Loan Documents; Document, (de) shall not have any duty to ascertain or to inquire either as to the performance or observance of any of the termsterm, covenants covenant or conditions of this Agreement or any other Loan Document on the part of the Borrower or its Subsidiaries or to inspect the Property (including the books and records) of the Borrower or its Subsidiaries; (e) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency, or value condition of this Agreement or any other Loan Document; , as to the financial condition of the Borrower or as to the existence or possible existence of any Default or Event of Default and (f) shall incur no liability under or in respect of this Agreement or any other Loan Document by acting upon any notice, consent, certificate, certificate or other instrument or writing (which writing may be by telecopier a telecopy or telexelectronic mail) or any telephone message believed by it to be genuine and signed or sent by the proper party or parties.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents, agents or employees shall be liable to any Bank for any action taken or omitted to be taken (INCLUDING THE ADMINISTRATIVE AGENT’S OWN NEGLIGENCE) by it or them under or in connection with this Agreement or the other Loan Documents, except for Documents (i) with the consent or at the request of the Required Banks or (ii) in the absence of its or their own gross negligence or willful misconductmisconduct (it being the express intention of the parties that the Administrative Agent and its directors, officers, agents and employees shall have no liability for actions and omissions under this Section 8.02 resulting from their sole ordinary or contributory negligence). Without limitation of the generality of the foregoing, the Administrative Agent: (ai) may treat the payee of any each Note as the holder thereof until the Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Administrative Agent; (bii) may consult with legal counsel (including counsel for the BorrowerBorrower or any of its Subsidiaries), independent public accountants, accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants, accountants or experts; (ciii) makes no warranty or representation to any Lender Bank and shall not be responsible to any Lender Bank for any statements, warranties, warranties or representations made in or in connection with this Agreement or the other Loan Documents; (div) except as otherwise expressly provided herein, shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any the other Loan Document on the part of the Borrower or its Subsidiaries Documents or to inspect the Property property (including the books and records) of the Borrower or and its Subsidiaries; (ev) shall not be responsible to any Lender Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of this Agreement or the other Loan Documents or any other Loan Documentinstrument or document furnished pursuant hereto or thereto; and (fvi) shall incur no liability under or in respect of this Agreement or any the other Loan Document Documents by acting upon any notice, consent, certificate, certificate or other instrument or writing (which may be by telecopier telegram, telecopier, cable or telex) reasonably believed by it to be genuine and signed or sent by the proper party or parties; and (vii) the provisions of this Section 8.02 shall survive the termination of this Agreement and/or the payment or assignment of any of the Indebtedness under this Agreement.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its respective directors, officers, agents, agents or employees shall be liable for any action taken or omitted to be taken (INCLUDING THE ADMINISTRATIVE AGENT’S OWN NEGLIGENCE) by it or them under or in connection with this Agreement or the other Loan Credit Documents, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative Agent: (a) may treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form reasonably satisfactory to the Administrative Agent; (b) may consult with legal counsel (including counsel for the Borrower), independent public accountants, accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants, accountants or experts; (c) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties, warranties or representations made in or in connection with this Agreement or the other Loan Credit Documents; (d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any other Loan Credit Document on the part of the Borrower or its Subsidiaries or to inspect the Property property (including the books and records) of the Borrower or its Subsidiaries; (e) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of this Agreement or any other Loan Credit Document; and (f) shall incur no liability under or in respect of this Agreement or any other Loan Credit Document by acting upon any notice, consent, certificate, certificate or other instrument or writing (which may be by telecopier facsimile, telegram, cable or telex) believed by it to be genuine and signed or sent by the proper party or parties.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its respective directors, officers, agents, agents or employees shall be liable for any action taken or omitted to be taken (INCLUDING THE ADMINISTRATIVE AGENT’S OWN NEGLIGENCE) by it or them under or in connection with this Agreement or the other Loan Credit Documents, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative Agent: (a) may treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Administrative Agent; (b) may consult with legal counsel (including counsel for the Borrower), independent public accountants, accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants, accountants or experts; (c) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties, warranties or representations made in or in connection with this Agreement or the other Loan Credit Documents; (d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any other Loan Credit Document on the part of the Borrower or its Subsidiaries or to inspect the Property property (including the books and records) of the Borrower or its Subsidiaries; (e) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of this Agreement or any other Loan Credit Document; and (f) shall incur no liability under or in respect of this Agreement or any other Loan Credit Document by acting upon any notice, consent, certificate, certificate or other instrument or writing (which may be by telecopier facsimile, telegram, cable or telex) believed by it to be genuine and signed or sent by the proper party or parties.

Administrative Agent’s Reliance, Etc. Neither None of the Administrative Agent nor or any of its Affiliates or any of their respective directors, officers, agents, agents or employees shall be liable for any action taken or omitted to be taken (INCLUDING THE ADMINISTRATIVE AGENT’S OWN NEGLIGENCE) by it or them under or in connection with this Agreement or the other Loan Documents, except for damages caused by its or their own gross negligence or willful misconduct. Without limitation of limiting the generality of the foregoing, the Administrative Agent: (a) may treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form reasonably satisfactory to the Administrative Agent; (b) may consult with legal counsel (including counsel for the Borrower)counsel, independent public accountants, accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken by it in good faith by it in accordance with the advice of such counsel, accountants, accountants or experts; (c) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties, warranties or representations made in or in connection with this Agreement or the other Loan Documents; (d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any the other Loan Document Documents on the part of the Borrower or its Subsidiaries any Credit Party or to inspect the Property Collateral (including the books Books and recordsRecords to the extent not prohibited by a confidentiality agreement in favor of a third party) of the Borrower or its Subsidiariesany Credit Party; (e) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of this Agreement or the other Loan Documents or any other Loan Documentinstrument or document furnished pursuant hereto or thereto; and (f) shall incur no liability under or in respect of this Agreement or any the other Loan Document Documents by acting upon any notice, consent, certificate, certificate or other instrument or writing (which may be by telecopier telecopy, telegram, cable or telex) believed by it to be genuine and signed or sent by the proper party or parties.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents, agents or employees shall be liable for any action taken or omitted to be taken (INCLUDING THE ADMINISTRATIVE AGENT’S OWN NEGLIGENCE) by it or them under or in connection with this Agreement or the other Loan DocumentsAgreement, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative Agent: (ai) may treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice and accepts an Assignment and Acceptance entered into by the Lender which is the payee of the assignment or transfer thereof signed by such payee Note, as assignor, and an Eligible Assignee, as assignee, as provided in form satisfactory to the Administrative AgentSection 8.07; (bii) may consult with legal counsel (including counsel for the Borrower), independent public accountants, accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants, accountants or experts; (ciii) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Loan DocumentsAgreement; (div) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any other Loan Document on the part of the Borrower or its Subsidiaries or to inspect the Property property (including the books and records) of the Borrower or any of its Subsidiaries; (ev) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of this Agreement or any other Loan Documentinstrument or document furnished pursuant hereto; and (fvi) shall incur no liability under or in respect of this Agreement or any other Loan Document by acting upon any notice, consent, certificate, certificate or other instrument or writing (which may be by telecopier or telextelecopier) believed by it to be genuine and signed or sent by the proper party or parties.

Administrative Agent’s Reliance, Etc. Neither the ------------------------------------ Administrative Agent nor any of its directors, officers, agents, agents or employees shall be liable for any action taken or omitted to be taken (INCLUDING THE ADMINISTRATIVE AGENT’S OWN NEGLIGENCE) by it or them under or in connection with this Agreement or the other Loan DocumentsAgreement, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative Agent: (ai) may treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice and accepts an Assignment and Acceptance entered into by the Lender that is the payee of the assignment or transfer thereof signed by such payee Note, as assignor, and an Eligible Assignee, as assignee, as provided in form satisfactory to the Administrative AgentSection 9.07; (bii) may consult with legal counsel (including counsel for the BorrowerBorrowers), independent public accountants, accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants, accountants or experts; (ciii) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Loan DocumentsAgreement; (div) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any other Loan Document on the part of the Borrower or its Subsidiaries Borrowers or to inspect the Property property (including the books and records) of the Borrower or its SubsidiariesBorrowers; (ev) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of this Agreement or any other Loan Documentinstrument or document furnished pursuant hereto; and (fvi) shall incur no liability under or in respect of this Agreement or any other Loan Document by acting upon any notice, consent, certificate, certificate or other instrument or writing (which may be by telecopier telecopier, telegram or telex) reasonably believed by it to be genuine and signed or sent by the proper party or parties.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents, or employees shall be liable for any action taken or omitted to be taken (INCLUDING THE ADMINISTRATIVE AGENT’S OWN NEGLIGENCE) by it or them under or in connection with this Agreement or the other Loan Documents, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative Agent: (a) may treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Administrative Agent; (b) may consult with legal counsel (including counsel for the BorrowerBorrowers), independent public accountants, and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants, or experts; (c) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties, or representations made in or in connection with this Agreement or the other Loan Documents; (d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any other Loan Document on the part of the any Borrower or its Subsidiaries any Subsidiary of a Borrower or to inspect the Property (including the books and records) of the any Borrower or its Subsidiariesany Subsidiary of a Borrower; (e) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency, or value of this Agreement or any other Loan Document; and (f) shall incur no liability under or in respect of this Agreement or any other Loan Document by acting upon any notice, consent, certificate, or other instrument or writing (which may be by telecopier facsimile or telex) believed by it to be genuine and signed or sent by the proper party or parties.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent Agent, nor any of its Affiliates or any of the respective directors, officers, agents, agents or employees of the Administrative Agent or any such Affiliate shall be liable for any action taken or omitted to be taken (INCLUDING THE ADMINISTRATIVE AGENT’S OWN NEGLIGENCE) by it it, him, her or them under or in connection with this Agreement or the other Loan Documents, except for its its, his, her or their own gross negligence or willful wilful misconduct. Without limitation of the generality of the foregoing, the Administrative Agent: Agent (ai) may treat the payee of any Note as the holder thereof until such note has been assigned in accordance with Section 10.7; (ii) may rely on the Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory Register to the Administrative Agentextent set forth in Section 10.7(c); (biii) may consult with legal counsel (including including, without limitation, counsel for to the BorrowerBorrower or any other Loan Party), independent public accountants, accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants, accountants or experts; (civ) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties, warranties or representations made in or in connection with this Agreement or any of the other Loan Documents; (dv) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any of the other Loan Document Documents on the part of the Borrower or its Subsidiaries any other Loan Party or to inspect the Property property (including including, without limitation, the books and records) of the Borrower or its Subsidiariesany other Loan Party; (evi) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of this Agreement or any of the other Loan DocumentDocuments or any other instrument or document furnished pursuant hereto or thereto; and (fvii) shall incur no liability under or in respect of this Agreement or any of the other Loan Document Documents by acting upon any notice, consent, certificate, certificate or other instrument or writing (which may be by telecopier telegram, cable, telex or telexfacsimile transmission) believed by it to be genuine and signed or sent by the proper party or parties.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents, agents or employees shall be liable to any Lender for any action taken or omitted to be taken (INCLUDING THE ADMINISTRATIVE AGENT’S OWN NEGLIGENCE) by it or them under or in connection with this Agreement or the other Loan DocumentsAgreement, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative Agent: (ai) may treat the payee Lender which made any Advance (or purchased or funded a participation with respect to a Letter of any Note Credit) as the holder thereof of the Debt resulting therefrom until the Administrative Agent receives written notice of and accepts an Assumption Agreement entered into by an Assuming Lender as provided in Section 2.19 or 2.20, as the assignment case may be, or transfer thereof signed an Assignment and Acceptance entered into by such payee Lender, as assignor, and an Eligible Assignee, as assignee, as provided in form satisfactory to the Administrative AgentSection 9.07; (bii) may consult with legal counsel (including counsel for the Borrower), independent public accountants, accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants, accountants or experts; (ciii) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Loan DocumentsAgreement; (div) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any other Loan Document on the part of the Borrower or its Subsidiaries or to inspect the Property property (including the books and records) of the Borrower or its SubsidiariesBorrower; (ev) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of this Agreement or any other Loan Documentinstrument or document furnished pursuant hereto; and (fvi) shall incur no liability under or in respect of this Agreement or any other Loan Document by acting upon any notice, consent, certificate, certificate or other instrument or writing (which may be by telecopier or telextelecopier) believed by it to be genuine and signed or sent by the proper party or parties.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent Agent, nor any of its directors, officers, agents, employees, or employees representatives shall be liable for any action taken or omitted to be taken (INCLUDING THE ADMINISTRATIVE AGENT’S OWN NEGLIGENCE) by it or them under or in connection with this Agreement or the any other Loan DocumentsPaper, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative Agent: Agent (a) may treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Administrative Agent; (b) may consult with legal counsel (including counsel for the BorrowerBorrower or any of the Restricted Subsidiaries), independent public accountants, and other experts selected by it it, and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants, or experts; (c) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties, or representations made in or in connection with this Agreement or the any other Loan DocumentsPapers; (d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants covenants, or conditions of this Agreement or any other Loan Document Papers on the part of any GCI Entity or the Borrower or its Restricted Subsidiaries or to inspect the Property (including the books and records) of any GCI Entity or the Borrower or its Restricted Subsidiaries; (e) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency, or value of this Agreement Agreement, any other Loan Papers, or any other Loan Documentinstrument or document furnished pursuant hereto; and (f) shall incur no liability under or in respect of this Agreement or any other Loan Document Papers by acting upon any notice, consent, certificate, or other instrument or writing (which may be by telecopier or telex) believed by it to be genuine and signed or sent by the proper party or parties.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents, or employees shall be liable for any action taken or omitted to be taken (INCLUDING THE ADMINISTRATIVE AGENT’S 'S OWN NEGLIGENCE) by it or them under or in connection with this Agreement or the other Loan Documents, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative Agent: (a) may treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Administrative Agent; (b) may consult with legal counsel (including counsel for the Borrower), independent public accountants, and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants, or experts; (c) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties, or representations made in or in connection with this Agreement or the other Loan Documents; (d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any other Loan Document on the part of the Borrower or its Subsidiaries or to inspect the Property (including the books and records) of the Borrower or its Subsidiaries; (e) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency, or value of this Agreement or any other Loan Document; and (f) shall incur no liability under or in respect of this Agreement or any other Loan Document by acting upon any notice, consent, certificate, or other instrument or writing (which may be by telecopier or telextelecopier) believed by it to be genuine and signed or sent by the proper party or parties.

Administrative Agent’s Reliance, Etc. Neither None of the Administrative Agent nor Agent, any of its Affiliates or any of their respective directors, officers, agents, agents or employees shall be liable for any action taken or omitted to be taken (INCLUDING THE ADMINISTRATIVE AGENT’S OWN NEGLIGENCE) by it it, him, her or them under or in connection with this Agreement or the other Loan Documents, except for its its, his, her or their own gross negligence or willful misconduct. Without limitation of the generality of limiting the foregoing, the Administrative Agent: Agent (a) may treat the payee of any Note as its holder until such Note has been assigned in accordance with Section 10.2 (Assignments and Participations), (b) may rely on the holder thereof until the Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory Register to the Administrative Agent; extent set forth in Section 2.6 (bEvidence of Debt), (c) may consult with legal counsel (including counsel for to the BorrowerBorrowers or any other Loan Party), independent public accountants, accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants, accountants or experts; , (cd) makes no warranty or representation to any Lender or Issuer and shall not be responsible to any Lender or Issuer for any statements, warranties, warranties or representations made by or on behalf of the MLP, the Borrowers or any of the Borrowers’ Subsidiaries in or in connection with this Agreement or the any other Loan Documents; Document, (de) shall not have any duty to ascertain or to inquire either as to the performance or observance of any of the termsterm, covenants covenant or conditions condition of this Agreement or any other Loan Document on Document, as to the part financial condition of any Loan Party or as to the Borrower existence or its Subsidiaries possible existence of any Default or to inspect the Property Event of Default, (including the books and records) of the Borrower or its Subsidiaries; (ef) shall not be responsible to any Lender or Issuer for the due execution, legality, validity, enforceability, genuineness, sufficiencysufficiency or value of, or value the attachment, perfection or priority of any Lien created or purported to be created under or in connection with, this Agreement Agreement, any other Loan Document or any other Loan Document; instrument or document furnished pursuant hereto or thereto and (fg) shall incur no liability under or in respect of this Agreement or any other Loan Document by acting upon any notice, consent, certificate, certificate or other instrument or writing (which writing may be by telecopier a telecopy or telexelectronic mail) or any telephone message believed by it to be genuine and signed or sent by the proper party or parties.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor ESL Investments, Inc. (“ESL”) nor any of its their respective directors, officers, agents, agents or employees shall be liable for any action taken or omitted to be taken (INCLUDING THE ADMINISTRATIVE AGENT’S OWN NEGLIGENCEincluding such Person’s own negligence) by it or them under or in connection with this Agreement or the other Loan Credit Documents, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative Agent: (a) may treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Administrative Agent; (b) may consult with legal counsel (including counsel for the Borrower), independent public accountants, accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants, accountants or experts; (c) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties, warranties or representations made in or in connection with this Agreement or the other Loan Credit Documents; (d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any other Loan Credit Document on the part of the Parent, the Borrower or its their Subsidiaries or to inspect the Property property (including the books and records) of the Borrower or its Subsidiaries; (e) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of this Agreement or any other Loan Credit Document; and (f) shall incur no liability under or in respect of this Agreement or any other Loan Credit Document by acting upon any notice, consent, certificate, certificate or other instrument or writing (which may be by telecopier or telex) believed by it to be genuine and signed or sent by the proper party or parties.

Administrative Agent’s Reliance, Etc. Neither Notwithstanding any other provisions of this Agreement, any other Loan Documents or the Other Related Documents, neither the Administrative Agent nor any of its directors, officers, agents, employees or employees counsel shall be liable for any action taken or omitted to be not taken (INCLUDING THE ADMINISTRATIVE AGENT’S OWN NEGLIGENCE) by it or them under or in connection with this Agreement or the any other Loan DocumentsDocument, except for its ws4E6.tmp 31 or their own gross negligence or willful misconductmisconduct in connection with its duties expressly set forth herein or therein. Without limitation of limiting the generality of the foregoing, the Administrative Agent: (a) may treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Administrative Agent; (b) may consult with legal counsel (including its own counsel or counsel for the BorrowerBorrower or any other Loan Party), independent public accountants, accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants, accountants or experts; . Neither the Administrative Agent nor any of its directors, officers, agents, employees or counsel: (ca) makes no any warranty or representation to any Lender or any other Person and shall not be responsible to any Lender or any other Person for any statementsstatement, warrantieswarranty or representation made or deemed made by the Borrower, any other Loan Party or representations made any other Person in or in connection with this Agreement or the any other Loan DocumentsDocument; (db) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any other Loan Document or the satisfaction of any conditions precedent under this Agreement or any Loan Document on the part of the Borrower or its Subsidiaries other Persons or to inspect the Property (including the property, books and records) or records of the Borrower or its Subsidiariesany other Person; (ec) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of this Agreement or any other Loan Document, any other instrument or document furnished pursuant thereto or any Collateral covered thereby or the perfection or priority of any Lien in favor of the Administrative Agent on behalf of the Lenders in any such Collateral; (d) shall have any liability in respect of any recitals, statements, certifications, representations or warranties contained in any of the Loan Documents or Other Related Documents or any other document, instrument, agreement, certificate or statement delivered in connection therewith; and (fe) shall incur no any liability under or in respect of this Agreement or any other Loan Document by acting upon any notice, consent, certificate, certificate or other instrument or writing (which may be by telecopier telephone, telecopy or telexelectronic mail) believed by it to be genuine and signed signed, sent or sent given by the proper party or parties. The Administrative Agent may execute any of its duties under the Loan Documents or Other Related Documents by or through agents, employees or attorneys-in-fact and shall not be responsible for the negligence or misconduct of any agent or attorney-in-fact that it selects in the absence of gross negligence or willful misconduct.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its Affiliates nor any of their respective directors, officers, agents, agents or employees shall be liable for any action taken or omitted to be taken (INCLUDING THE ADMINISTRATIVE AGENT’S OWN NEGLIGENCE) by it or them under or in connection with this Agreement or the other Loan Documents, except for damages caused by its or their own gross negligence or willful misconduct. Without limitation of limiting the generality of the foregoing, the Administrative Agent: (a) may treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form reasonably satisfactory to the Administrative Agent; , (b) may consult with legal counsel (including counsel for the Borrower)counsel, independent public accountants, accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken by it in good faith by it in accordance with the advice of such counsel, accountants, accountants or experts; , (c) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties, warranties or representations made in or in connection with this Agreement or the other Loan Documents; , (d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any the other Loan Document Documents on the part of the Borrower any Credit Party or its Subsidiaries or to inspect the Property Collateral (including the books and records) of any Credit Party (other than the Borrower or its Subsidiaries; satisfaction on the Closing Date of the conditions set forth in Section 2.1), (e) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of this Agreement or the other Loan Documents or any other Loan Document; instrument or document furnished pursuant hereto or thereto and (f) shall incur no liability under or in respect of this Agreement or any the other Loan Document Documents by acting upon any notice, consent, certificate, certificate or other instrument or writing (which may be by telecopier telecopy, telegram, cable or telex) believed by it to be genuine and signed or sent by the proper party or parties.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents, agents or employees shall be liable for any action taken or omitted to be taken (INCLUDING THE ADMINISTRATIVE AGENT’S OWN NEGLIGENCE) by it or them under or in connection with this Agreement or the other any Loan DocumentsDocument, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative Agent: (ai) may treat the payee of any Note each Lender party hereto as the holder thereof a “Lender” hereunder and for all purposes hereof until the Administrative Agent receives written notice of the assignment or transfer thereof signed and accepts an Assignment and Assumption entered into by such payee Lender, as assignor, and an assignee, as provided in form satisfactory to the Administrative AgentSection 10.07; (bii) may consult with legal counsel (including counsel for the BorrowerBorrower(s)), independent public accountants, accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants, accountants or experts; (ciii) makes no warranty or representation to any Lender and shall not be responsible to any Lender for the Information Memorandum or any other statements, warranties, warranties or representations made in or in connection with this Agreement or the other any Loan DocumentsDocument; (div) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any other Loan Document on the part of the any Borrower to be performed or its Subsidiaries observed, or to inspect the Property any property (including the books and records) of the Borrower or its Subsidiariesany Borrower; (ev) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of this Agreement any Loan Document or any other Loan Documentinstrument or document furnished pursuant hereto; and (fvi) shall incur no liability under or in respect of this Agreement or any other Loan Document by acting upon any notice, consent, certificate, certificate or other instrument or writing (which may be by telecopier or telexfacsimile) believed by it to be genuine and signed or sent by the proper party or parties.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents, agents or employees shall be liable for any action taken or omitted to be taken (INCLUDING THE ADMINISTRATIVE AGENT’S OWN NEGLIGENCE) by it or them under or in connection with this Agreement or the other Loan DocumentsAgreement, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative Agent: (ai) may treat the payee of any Note promissory note delivered pursuant to Section 2.01(b) as the holder thereof until the Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form reasonably satisfactory to the Administrative Agent; (bii) may consult with legal counsel (including counsel for the Borrower), independent public accountants, accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants, accountants or experts; (ciii) makes no warranty or representation to any Lender Bank and shall not be responsible to any Lender Bank for any statements, warranties, warranties or representations made in or in connection with this Agreement or the other Loan DocumentsAgreement; (div) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any other Loan Document on the part of the Borrower or its Subsidiaries or to inspect the Property property (including the books and records) of the Borrower or any of its Subsidiariessubsidiaries; (ev) shall not be responsible to any Lender Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of this Agreement or any other Loan Documentinstrument or document furnished pursuant hereto; and (fvi) shall incur no liability under or in respect of this Agreement or any other Loan Document by acting upon any notice, consent, certificate, certificate or other instrument or writing (which may be by telecopier telecopier, telegram, cable or telex) believed by it to be genuine and signed or sent by the proper party or parties.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents, agents or employees shall be liable for any action taken or omitted to be taken (INCLUDING THE ADMINISTRATIVE AGENT’S OWN NEGLIGENCE) by it or them the Administrative Agent under or in connection with this Agreement (including, without limitation, the servicing, administering or the other Loan Documentscollecting Pool Receivables as Servicer pursuant to Section 8.01), except for its or their own gross negligence or willful misconduct. Without limitation of limiting the generality of the foregoing, the Administrative Agent: (a) may treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Administrative Agent; (b) may consult with legal counsel (including counsel for the BorrowerSeller), independent certified public accountants, accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants, accountants or experts; (cb) makes no warranty or representation to any Lender Purchaser or any other holder of any interest in Pool Receivables and shall not be responsible to any Lender Purchaser or any such other holder for any statements, warranties, warranties or representations made in or in connection with this Agreement or the any other Loan DocumentsAgreement Document; (dc) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any other Loan Document on the part of the Borrower or its Subsidiaries any SCI Party or to inspect the Property property (including the books and records) of the Borrower or its Subsidiariesany SCI Party; (ed) shall not be responsible to any Lender Purchaser or any other holder of any interest in Pool Receivables for the due execution, legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of this Agreement or any other Loan Agreement Document; and (fe) shall incur no liability under or in respect of this Agreement or any other Loan Agreement Document by acting upon any noticenotice (including notice by telephone), consent, certificate, certificate or other instrument or writing (which may be by telecopier facsimile or telex) believed by it to be genuine and signed or sent by the proper party or parties.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents, or employees shall be liable to any Bank for any action taken or omitted to be taken (INCLUDING THE ADMINISTRATIVE AGENT’S OWN NEGLIGENCE) by it or them under or in connection with this Agreement or Agreement, the Notes and the other Loan Documents, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative Agent: (a) may treat the payee original or any successor holder of any Note as the holder thereof until the Administrative Agent receives written notice from the Bank which is the payee of such Note concerning the assignment or transfer thereof signed by of such payee and in form satisfactory to the Administrative AgentNote; (b) may employ and consult with legal counsel (including counsel for the Borrower), independent public accountants, and other experts selected by it and shall not be liable to any Bank for any action taken taken, or omitted to be taken taken, in good faith by it or them in accordance with the advice of such counsel, accountants, or experts received in such consultations and shall not be liable for any negligence or misconduct of any such counsel, accountants, or other experts; (c) makes no warranty or representation to any Lender Bank and shall not be responsible to any Lender Bank for any opinions, certifications, statements, warranties, or representations made in or in connection with this Agreement or the other Loan DocumentsAgreement; (d) shall not have any duty to any Bank to ascertain or to inquire as to the performance or observance of any of the terms, covenants covenants, or conditions of this Agreement or any other instrument or document furnished pursuant thereto or to satisfy itself that all conditions to and requirements for any Loan Document on the part of have been met or that the Borrower or its Subsidiaries is entitled to any Loan or to inspect the Property property (including the books and records) of the Borrower or its Subsidiariesany Subsidiary; (e) shall not be responsible to any Lender Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency, or value of this Agreement or any other Loan Documentinstrument or document furnished pursuant thereto; and (f) shall incur no liability under or in respect of this Agreement or any other Loan Document by acting upon any notice, consent, certificate, or NEWY1\8114089.7 other instrument or writing (which may be by telecopier or telex) believed by it to be genuine and signed or sent by the proper party or parties.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents, agents or employees shall be liable for any action taken or omitted to be taken (INCLUDING THE ADMINISTRATIVE AGENT’S OWN NEGLIGENCE) by it or them as Administrative Agent under or in connection with this Agreement or any of the other Loan Transaction Documents, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of limiting the foregoing, the Administrative Agent: (a) may treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Administrative Agent; (bi) may consult with legal counsel (including counsel for the BorrowerSeller or the Originator), independent public accountants, accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants, accountants or experts; (cii) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties, warranties or representations made in or in connection with this Agreement or the other Loan DocumentsAgreement; (diii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any of the other Loan Document Transaction Documents on the part of the Borrower Seller, the Originator, the Depositor or its Subsidiaries the Servicer or to inspect the Property property (including the books and records) of the Borrower Seller, the Originator, the Depositor or its Subsidiariesthe Servicer; (eiv) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of this Agreement Agreement, any of the other Transaction Documents or any other Loan Documentinstrument or document furnished pursuant hereto or thereto; and (fv) shall incur no liability under or in respect of this Agreement or any of the other Loan Document Transaction Documents by acting upon any noticenotice (including notice by telephone), consent, certificate, consent certificate or other instrument or writing (which may be by telecopier or telex) believed by it to be genuine and signed or sent by the proper party or parties.

Administrative Agent’s Reliance, Etc. Neither the Administrative any Agent nor any of its directors, officers, agents, agents or employees shall be liable for any action taken or omitted to be taken (INCLUDING THE ADMINISTRATIVE AGENT’S OWN NEGLIGENCE) by it or them under or in connection with this Agreement or the other Loan DocumentsAgreement, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative each Agent: (ai) may treat the payee of any Note as the holder thereof until until, in the case of the Administrative Agent, the Administrative Agent receives written and accepts an Assignment and Acceptance entered into by the Lender that is the payee of such Note, as assignor, and an Eligible Assignee, as assignee, or, in the case of any other Agent, such Agent has received notice of the assignment or transfer thereof signed by such payee and in form satisfactory to from the Administrative AgentAgent that it has received and accepted such Assignment and Acceptance, in each case as provided in Section 8.07; (bii) may consult with legal counsel (including counsel for the Borrower), independent public accountants, accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants, accountants or experts; (ciii) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Loan DocumentsAgreement; (div) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any other Loan Document on the part of the Borrower or its Subsidiaries or to inspect the Property property (including the books and records) of the Borrower or its SubsidiariesBorrower; (ev) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of this Agreement or any other Loan Documentinstrument or document furnished pursuant hereto; and (fvi) shall incur no liability under or in respect of this Agreement or any other Loan Document by acting upon any notice, consent, certificate, certificate or other instrument or writing (which may be by telecopier telecopier, telegram or telex) believed by it to be genuine and signed or sent by the proper party or parties.

Administrative Agent’s Reliance, Etc. Neither the ------------------------------------ Administrative Agent nor any of its directors, officers, agents, agents or employees shall be liable for any action taken or omitted to be taken (INCLUDING THE ADMINISTRATIVE AGENT’S OWN NEGLIGENCE) by it or them under or in connection with this Agreement or the other Loan DocumentsAgreement, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative Agent: (ai) may treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice and accepts an Assignment and Acceptance entered into by the Lender which is the payee of the assignment or transfer thereof signed by such payee Note, as assignor, and an Eligible Assignee, as assignee, as provided in form satisfactory to the Administrative AgentSection 8.07; (bii) may consult with legal counsel (including counsel for the Borrower), independent public accountants, accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants, accountants or experts; (ciii) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Loan DocumentsAgreement; (div) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any other Loan Document on the part of the Borrower or its Subsidiaries or to inspect the Property property (including the books and records) of the Borrower or its SubsidiariesBorrower; (ev) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of this Agreement or any other Loan Documentinstrument or document furnished pursuant hereto; and (fvi) shall incur no liability under or in respect of this Agreement or any other Loan Document by acting upon any notice, consent, certificate, certificate or other instrument or writing (which may be by telecopier telecopier, telegram, cable or telex) believed by it to be genuine and signed or sent by the proper party or parties.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents, agents or employees shall be liable to any of the Banks for any action taken or omitted to be taken (INCLUDING THE ADMINISTRATIVE AGENT’S OWN NEGLIGENCE) by it or them under or in connection with this Agreement or the other Loan Documents, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative Agent: (a) may treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Administrative Agent; (bi) may consult with legal counsel (including counsel for the Borrower), independent public accountants, accountants and other experts selected by it and shall not be liable to the Banks for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants, accountants or experts; (cii) makes no warranty or representation to any Lender Bank and shall not be responsible to any Lender Bank for any statements, warranties, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Loan Documents; (diii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any the other Loan Document Documents on the part of the Borrower or its Subsidiaries the Guarantor or to inspect the Property property (including the books and records) of the Borrower or the Guarantor or any of their Subsidiaries, and shall not be deemed to have knowledge or notice of any Default or Event of Default unless and until it shall have received, at its Subsidiariesoffice specified in §22, a notice describing the same and entitled “Notice of Default”; (eiv) shall not be responsible to any Lender Bank for the due executionexecution (other than its own), legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of this Agreement or any other Loan Documentrelated agreement, instrument or document furnished pursuant hereto; and (fv) shall incur no liability to the Banks under or in respect of this Agreement or any other Loan Document by acting upon any notice, consent, certificate, certificate or other instrument or writing (which may be by telecopier telecopier, telegram, cable or telex) reasonably believed by it to be genuine and signed or sent by the proper party or parties.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents, agents or employees shall be liable for any action taken or omitted to be taken (INCLUDING THE ADMINISTRATIVE AGENT’S OWN NEGLIGENCE) by it or them under or in connection with this Agreement or the other Loan DocumentsAgreement, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative Agent: (ai) may treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice and accepts an Assignment and Acceptance entered into by the Lender which is the payee of the assignment or transfer thereof signed by such payee Note, as assignor, and an Eligible Assignee, as assignee, as provided in form satisfactory to the Administrative AgentSection 9.07; (bii) may consult with legal counsel (including counsel for the BorrowerBorrowers and Parent), independent public accountants, accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants, accountants or experts; (ciii) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Loan DocumentsAgreement; (div) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any other Loan Document on the part of the Borrower or its Subsidiaries Borrowers and Parent or to inspect the Property property (including the books and records) of the Borrower Borrowers or its SubsidiariesParent; (ev) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of this Agreement or any other Loan Documentinstrument or document furnished pursuant hereto; and (fvi) shall incur no liability under or in respect of this Agreement or any other Loan Document by acting upon any notice, consent, certificate, certificate or other instrument or writing (which may be by telecopier facsimile, electronic mail, telegram, telecopy, cable or telex) believed by it to be genuine and signed or sent by the proper party or parties.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents, or employees shall be liable for any action taken or omitted to be taken (INCLUDING THE ADMINISTRATIVE AGENT’S 'S OWN NEGLIGENCE) by it or them under or in connection with this Agreement or the other Loan Documents, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative Agent: (a) may treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Administrative Agent; (b) may consult with legal counsel (including counsel for the Borrower), independent public accountants, and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants, or experts; (c) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties, or representations made in or in connection with this Agreement or the other Loan Documents; (d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any other Loan Document on the part of the Borrower or its Subsidiaries or to inspect the Property (including the books and records) of the Borrower or its Subsidiaries; (e) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency, or value of this Agreement or any other Loan Document; and (f) shall incur no liability under or in respect of this Agreement or any other Loan Document by acting upon any notice, consent, certificate, or other instrument or writing (which may be by telecopier or telex) believed by it to be genuine and signed or sent by the proper party or parties.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its respective directors, officers, agents, agents or employees shall be liable for any action taken or omitted to be taken (INCLUDING THE ADMINISTRATIVE AGENT’S OWN NEGLIGENCE) by it or them under or in connection with this Agreement or the other Loan Credit Documents, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative Agent: (a) may treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Administrative Agent; (b) may consult with legal counsel (including counsel for the Borrower), independent public accountants, accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants, accountants or experts; (c) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties, warranties or representations made in or in connection with this Agreement or the other Loan Credit Documents; (d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any other Loan Credit Document on the part of the Borrower or its Subsidiaries or to inspect the Property property (including the books and records) of the Borrower or its Subsidiaries; (e) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of this Agreement or any other Loan Credit Document; and (f) shall incur no liability under or in respect of this Agreement or any other Loan Credit Document by acting upon any notice, consent, certificate, certificate or other instrument or writing (which may be by telecopier telecopier, telegram, cable or telex) believed by it to be genuine and signed or sent by the proper party or parties.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents, agents or employees shall be liable for any action taken or omitted to be taken (INCLUDING THE ADMINISTRATIVE AGENT’S OWN NEGLIGENCE) by it or them under or in connection with this Agreement or the other Loan Documents, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative Agent: (ai) may treat the payee of Lender that made any Note Advance as the holder thereof of the Indebtedness resulting therefrom until the Administrative Agent receives written notice of the assignment or transfer thereof signed and accepts an Assignment and Acceptance entered into by such payee Lender, as assignor, and an Eligible Assignee, as assignee, as provided in form satisfactory to the Administrative AgentSection 9.07; (bii) may consult with legal counsel (including counsel for the BorrowerBorrowers), independent public accountants, accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants, accountants or experts; (ciii) makes no warranty or representation to any Lender or Issuing Lender and shall not be responsible to any Lender or Issuing Lender for any statements, warranties, warranties or representations (whether written or oral) made in or in connection with this Agreement or any of the other Loan Documents; (div) shall not have any duty to ascertain or to inquire as to the performance performance, observance or observance satisfaction of any of the terms, covenants or conditions of this Agreement or any of the other Loan Document Documents on the part of the any Borrower or its Subsidiaries the existence at any time of any Default or to inspect the Property property (including the books and records) of the Borrower or its Subsidiariesany Borrower; (ev) shall not be responsible to any Lender or Issuing Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of this Agreement or any of the other Loan DocumentDocuments or any other instrument or document furnished pursuant hereto or thereto; and (fvi) shall incur no liability under or in respect of this Agreement or any of the other Loan Document Documents by acting upon any notice, consent, certificate, certificate or other instrument or writing (which may be by telecopier or telextelegram) believed by it to be genuine and signed or sent by the proper party or parties.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent Agent, the L/C Issuers nor any of its their directors, officers, agents, agents or employees shall be liable for any action taken or omitted to be taken (INCLUDING THE ADMINISTRATIVE AGENT’S OWN NEGLIGENCE) by it or them under or in connection with this Agreement or the other Loan Documentsany Operative Document, except for its or their own gross negligence or willful misconductmisconduct as finally determined by a court of competent jurisdiction. Without limitation of limiting the generality of the foregoing, the Administrative Agent: (a) may treat the payee each of any Note as the holder thereof until the Administrative Agent receives written notice of and the assignment or transfer thereof signed by such payee and in form satisfactory to the Administrative Agent; L/C Issuers: (bi) may consult with legal counsel (including counsel for the BorrowerCompany), independent public accountants, accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants, accountants or experts; (cii) makes no warranty or representation representations to any Lender Bank and shall not be responsible to any Lender Bank for any statements, warranties, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Loan any Operative Documents; (diii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any other Loan Operative Document on the part of the Borrower or its Subsidiaries Company or to inspect the Property property (including the books and records) of the Borrower or its SubsidiariesCompany; (eiv) shall not be responsible to any Lender Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of this Agreement or any Operative Document or any other Loan Documentinstrument or document furnished pursuant hereto or thereto; and (fv) shall incur no liability under or in respect of this Agreement or any other Loan Operative Document by acting upon any notice, consent, certificate, certificate or other instrument or writing (which may be by telecopier or telextelegram) believed by it to be genuine and signed or sent by the proper party or parties. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any Operative Document, the Administrative Agent shall have no duties or responsibilities, except those expressly set forth herein, nor shall the Administrative Agent have or be deemed to have any fiduciary relationship with any Bank and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any Operative Document or otherwise exist against the Administrative Agent.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents, agents or employees shall be liable to any Purchaser for any action taken or omitted to be taken (INCLUDING THE ADMINISTRATIVE AGENT’S OWN NEGLIGENCE) by it or them as Administrative Agent under or in connection with this Agreement or the other Loan Documentsany related agreement, instrument or document except for its or their own gross negligence or willful misconduct. Without limitation of the generality of limiting the foregoing, the Administrative Agent: (a) may treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Administrative Agent; (b) may consult with legal counsel (including counsel for the BorrowerIssuer, the Servicer, any Managing Agent or the Indenture Trustee), independent public accountants, accountants and other experts selected by it and shall not be liable to the Purchaser for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants, accountants or experts; (cb) makes no warranty or representation to any Lender the Purchasers and shall not be responsible to any Lender the Purchasers for any statements, warranties, warranties or representations made in or in connection with this Agreement or the other Loan Documentsin connection with any related agreement, instrument or document; (dc) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any other Loan Document related agreement, instrument or document on the part of the Borrower Issuer, the Indenture Trustee, the Servicer or its Subsidiaries any Purchaser or Managing Agent or to inspect the Property property (including the books and records) of the Borrower Issuer, the Indenture Trustee, the Servicer, any Purchaser or its Subsidiariesany Managing Agent; (ed) shall not be responsible to any Lender the Purchasers for the due execution, legality, validity, enforceability, genuineness, sufficiency, genuineness or sufficiency of value of this Agreement or any other Loan Documentrelated agreement, instrument or document; (e) shall not be deemed to be acting as any Purchaser’s trustee or otherwise in a fiduciary capacity hereunder or in connection with any related agreement, instrument or document; and (f) shall incur no liability to any Purchaser under or in respect of this Agreement or any other Loan Document related agreement, instrument or document by acting upon any noticenotice (including notice by telephone), consent, certificate, certificate or other instrument or writing (which may be by telecopier telex or telexfacsimile) believed by it to be genuine and signed or sent by the proper party or parties.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents, agents or employees shall be liable for any action taken or omitted to be taken (INCLUDING THE ADMINISTRATIVE AGENT’S OWN NEGLIGENCE) by it or them under or in connection with this Agreement or the other Loan DocumentsAgreement, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative Agent: (ai) may treat a Bank as the obligee of any Advance or, if applicable, the payee of any Note as the holder thereof until the Administrative Agent receives written notice and accepts a Transfer Agreement executed by the Borrower (if required pursuant to Section 8.6), the Bank which is the assignor Bank, and the assignee in accordance with the last sentence of the assignment or transfer thereof signed by such payee and in form satisfactory to the Administrative AgentSection 8.6(a); (bii) may consult with legal counsel (including counsel for the Borrower), independent public accountants, accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants, accountants or experts; (ciii) makes no warranty or representation to any Lender Bank and shall not be responsible to any Lender Bank for any statements, warranties, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Loan DocumentsAgreement; (div) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any other Loan Document on the part of the Borrower or its Subsidiaries or to inspect the Property property (including the books and records) of the Borrower or its SubsidiariesBorrower; (ev) shall not be responsible to any Lender Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of this Agreement or any other Loan Documentinstrument or document furnished pursuant hereto (including a Note requested by a Bank, delivered to a Bank pursuant to Section 8.6 or otherwise held by a Bank); and (fvi) shall incur no liability under or in respect of any, Note or this Agreement or any other Loan Document by acting upon any notice, consent, certificate, certificate or other instrument or writing (which may be by telecopier telecopier, telegram, cable or telex) believed by it to be genuine and signed or sent by the proper party or parties.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents, or employees Related Parties shall be liable for any action taken or omitted to be taken (INCLUDING THE ADMINISTRATIVE AGENT’S OR SUCH RELATED PARTY’S OWN NEGLIGENCE) by it or them under or in connection with this Agreement or the other Loan Documents, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative Agent: (a) may treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Administrative Agent; (b) may consult with legal counsel (including counsel for the BorrowerBorrowers), independent public accountants, and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants, or experts; (c) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties, or representations made in or in connection with this Agreement or the other Loan Documents; (d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any other Loan Document on the part of the any Borrower or its Subsidiaries any Subsidiary of a Borrower or to inspect the Property (including the books and records) of the any Borrower or its Subsidiariesany Subsidiary of a Borrower; (e) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency, or value of this Agreement or any other Loan Document; and (f) shall incur no liability under or in respect of this Agreement or any other Loan Document by acting upon any notice, consent, certificate, or other instrument or writing (which may be by telecopier facsimile or telex) believed by it to be genuine and signed or sent by the proper party or parties.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its Affiliates nor any of their respective directors, officers, agents, agents or employees shall be liable for any action taken or omitted to be taken (INCLUDING THE ADMINISTRATIVE AGENT’S OWN NEGLIGENCE) by it or them under or in connection with this Agreement or the other Loan Documents, except for damages caused by its or their own gross negligence or willful misconduct. Without limitation of limiting the generality of the foregoing, the Administrative Agent: (a) may treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form reasonably satisfactory to the Administrative Agent; (b) may consult with legal counsel (including counsel for the Borrower)counsel, independent public accountants, accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken by it in good faith by it in accordance with the advice of such counsel, accountants, accountants or experts; (c) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties, warranties or representations made in or in connection with this Agreement or the other Loan Documents; (d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any the other Loan Document Documents on the part of the Borrower or its Subsidiaries any Loan Party or to inspect the Property Collateral (including the books and records) of the Borrower or its Subsidiariesany Loan Party; (e) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of this Agreement or the other Loan Documents or any other Loan Documentinstrument or document furnished pursuant hereto or thereto; and (f) shall incur no liability under or in respect of this Agreement or any the other Loan Document Documents by acting upon any notice, consent, certificate, certificate or other instrument or writing (which may be by telecopier telecopy, telegram, cable or telex) believed by it to be genuine and signed or sent by the proper party or parties.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent Agent, nor any of its Affiliates or any of the respective directors, officers, agents, agents or employees of the Administrative Agent or any such Affiliate shall be liable for any action taken or omitted to be taken (INCLUDING THE ADMINISTRATIVE AGENT’S OWN NEGLIGENCE) by it it, him, her or them under or in connection with this Agreement or the other Loan Documents, except for its its, his, her or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative Agent: Agent (ai) may treat the payee of any Note as the holder thereof until such note has been assigned in accordance with Section 10.7; (ii) may rely on the Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory Register to the Administrative Agentextent set forth in Section 10.7(c); (biii) may consult with legal counsel (including including, without limitation, counsel for to the BorrowerBorrower or any other Loan Party), independent public accountants, accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants, accountants or experts; (civ) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties, warranties or representations made in or in connection with this Agreement or any of the other Loan Documents; (dv) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any of the other Loan Document Documents on the part of the Borrower or its Subsidiaries any other Loan Party or to inspect the Property property (including including, without limitation, the books and records) of the Borrower or its Subsidiariesany other Loan Party; (evi) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of this Agreement or any of the other Loan DocumentDocuments or any other instrument or document furnished pursuant hereto or thereto; and (fvii) shall incur no liability under or in respect of this Agreement or any of the other Loan Document Documents by acting upon any notice, consent, certificate, certificate or other instrument or writing (which may be by telecopier telegram, cable, telex or telexfacsimile transmission) believed by it to be genuine and signed or sent by the proper party or parties.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents, or employees shall be liable for any action taken or omitted to be taken (INCLUDING THE ADMINISTRATIVE AGENT’S 'S OWN NEGLIGENCE) by it or them under or in connection with this Agreement or the other Loan Credit Documents, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative Agent: (a) may treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Administrative Agent; (b) may consult with legal counsel (including counsel for the Borrower), independent public accountants, and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants, or experts; (c) makes no warranty or representation to any Lender Bank and shall not be responsible to any Lender Bank for any statements, warranties, or representations made in or in connection with this Agreement or the other Loan Credit Documents; (d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any other Loan Credit Document on the part of the Borrower or its Subsidiaries the Guarantors or to inspect the Property property (including the books and records) of the Borrower or its Subsidiariesthe Guarantors; (e) shall not be responsible to any Lender Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency, or value of this Agreement or any other Loan Credit Document; and (f) shall incur no liability under or in respect of this Agreement or any other Loan Credit Document by acting upon any notice, consent, certificate, or other instrument or writing (which may be by telecopier facsimile, telecopier, or telex) believed by it to be genuine and signed or sent by the proper party or parties.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents, agents or employees shall be liable for any action taken or omitted to be taken (INCLUDING THE ADMINISTRATIVE AGENT’S OWN NEGLIGENCE) by it or them under or in connection with this Agreement or the other Loan DocumentsAgreement, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative Agent: (ai) may treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice and accepts an Assignment and Acceptance entered into by the Lender which is the payee of the assignment or transfer thereof signed by such payee Note, as assignor, and an Eligible Assignee, as assignee, as provided in form satisfactory to the Administrative AgentSection 8.07; (bii) may consult with legal counsel (including counsel for the BorrowerCompany), independent public accountants, accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants, accountants or experts; (ciii) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties, warranties or representations made in or in connection with this Agreement or the other Loan DocumentsAgreement; (div) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any other Loan Document on the part of the Borrower or its Subsidiaries Company or to inspect the Property property (including the books and records) of the Borrower or its SubsidiariesCompany; (ev) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of this Agreement or any other Loan Documentinstrument or document furnished pursuant hereto; and (fvi) shall incur no liability under or in respect of this Agreement or any other Loan Document by acting upon any notice, consent, certificate, certificate or other instrument or writing (which may be by telecopier telegram, telecopy, cable or telex) believed by it to be genuine and signed or sent by the proper party or parties.

Administrative Agent’s Reliance, Etc. Neither the The Administrative Agent nor any of and its directors, officers, agents, agents or employees shall not be liable for any action taken or omitted to be taken (INCLUDING THE ADMINISTRATIVE AGENT’S OWN NEGLIGENCE) by it or them in good faith under or in connection with this Agreement the Transaction Documents (including, without limitation, the servicing, administering or the other Loan Documentscollecting Pool Receivables as Master Servicer pursuant to Section 8.1), except for its or their own breach of the terms of the applicable terms of the Transaction Documents or its or their own gross negligence or willful misconduct. Without limitation of limiting the generality of the foregoing, the Administrative Agent: (a) may treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Administrative Agent; (b) may consult with legal counsel (including counsel for the BorrowerSeller), independent certified public accountants, accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants, accountants or experts; (cb) makes no warranty or representation to the Purchasers or any Lender other holder of any interest in Pool Receivables and shall not be responsible to the Purchaser or any Lender such other holder for any statements, warranties, warranties or representations made by any Seller Party in or in connection with this Agreement or the other Loan Documentsany Transaction Document; (dc) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any other Loan Transaction Document on the part of the Borrower or its Subsidiaries any Seller Party or to inspect the Property property (including the books and records) of the Borrower or its Subsidiariesany Seller Party; (ed) shall not be responsible to the Purchaser or any Lender other holder of any interest in Pool Receivables for the due execution, legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of this Agreement or any other Loan Transaction Document; and (fe) shall incur no liability under or in respect of this Agreement or any other Loan Document by acting upon any noticenotice (including notice by telephone where permitted herein), consent, certificate, certificate or other instrument or writing (which may be by telecopier facsimile or telex) in good faith believed by it to be genuine and signed or sent by the proper party or parties.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents, agents or employees shall be liable for any action taken or omitted to be taken (INCLUDING THE ADMINISTRATIVE AGENT’S OWN NEGLIGENCE) by it or them as Administrative Agent under or in connection with this Agreement or any of the other Loan Transaction Documents, except for its or their own gross negligence or negligence, willful misconduct, fraud or bad faith. Without limitation of the generality of limiting the foregoing, the Administrative Agent: (a) may treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Administrative Agent; (bi) may consult with legal counsel (including counsel for any Loan Party or the BorrowerSeller), independent public accountants, accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants, accountants or experts; (cii) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties, warranties or representations made by any other Person in or in connection with this Agreement or the other Loan DocumentsAgreement; (diii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any of the other Loan Document Transaction Documents on the part of any of the Borrower Loan Parties, the Servicer, the Equityholder or its Subsidiaries the Seller or to inspect the Property property (including the books and records) of any of the Borrower Loan Parties, the Servicer, the Equityholder or its Subsidiariesthe Seller; (eiv) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of this Agreement Agreement, any of the other Transaction Documents or any other Loan Documentinstrument or document furnished pursuant hereto or thereto; and (fv) shall incur no liability under or in respect of this Agreement or any of the other Loan Document Transaction Documents by acting upon any noticenotice (including notice by telephone), consent, certificate, certificate or other instrument or writing (which may be by telecopier or telexfacsimile) believed by it to be genuine and signed or sent by the proper party or parties.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents, agents or employees shall be liable for any action taken or omitted to be taken (INCLUDING THE ADMINISTRATIVE AGENT’S OWN NEGLIGENCE) by it or them under or in connection with this Agreement or the other Loan DocumentsAgreement, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative Agent: (ai) may treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice and accepts an Assignment and Acceptance entered into by the Lender which is the payee of the assignment or transfer thereof signed by such payee Note, as assignor, and an Eligible Assignee, as assignee, as provided in form satisfactory to the Administrative AgentSection 8.07; (bii) may consult with legal counsel (including counsel for the Borrower), independent public accountants, accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants, accountants or experts; (ciii) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Loan DocumentsAgreement; (div) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any other Loan Document on the part of the Borrower or its Subsidiaries or to inspect the Property property (including the books and records) of the Borrower or any of its Subsidiaries; (ev) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of this Agreement or any other Loan Documentinstrument or document furnished pursuant hereto; and (fvi) shall incur no liability under or in respect of this Agreement or any other Loan Document by acting upon any notice, consent, certificate, certificate or other instrument or writing (which may be by telecopier or telextelegram) believed by it to be genuine and signed or sent by the proper party or parties.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents, agents or employees shall be liable for any action taken or omitted to be taken (INCLUDING THE ADMINISTRATIVE AGENT’S OWN NEGLIGENCE) by it or them under or in connection with this Agreement or the other Loan DocumentsAgreement, except for its or their respective own gross negligence or willful misconduct. Without limitation of limiting the generality of the foregoing, the Administrative Agent: (ai) may treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Administrative Agent; (b) may consult with legal counsel (including counsel for the Borrower), independent public accountants, accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants, accountants or experts; (cii) the Administrative Agent makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Loan DocumentsAgreement; (diii) the Administrative Agent shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any other Loan Document on the part of the Borrower or its Subsidiaries or to inspect the Property property (including the books and records) of the Borrower or its SubsidiariesBorrower; (eiv) the Administrative Agent shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of this Agreement or any other Loan Documentinstrument or document furnished pursuant hereto; and (fv) the Administrative Agent shall not incur no any liability under or in respect of this Agreement or any other Loan Document by acting upon any notice, consent, certificate, certificate or other instrument or writing (which may be by telecopier or telexfacsimile) believed by it to be genuine and signed or sent by the proper party or parties.. SECTION 7.03

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents, agents or employees shall be liable for any action taken or omitted to be taken (INCLUDING THE ADMINISTRATIVE AGENT’S OWN NEGLIGENCE) by it or them under or in connection with this Agreement or the other Loan Documentsany Credit Document, except for its or their own gross negligence or willful misconduct. The duties of the Administrative Agent shall be mechanical and administrative in nature; the Administrative Agent shall not have, by reason of this Agreement or any other Credit Document a fiduciary relationship in respect of any Lender or the holder of any Note; and nothing in this Agreement or any other Credit Document, expressed or implied, is intended or shall be so construed as to impose upon the Administrative Agent any obligations in respect of this Agreement or any other Credit Document except as expressly set forth herein. Without limitation of the generality of the foregoing, the Administrative Agent: (ai) may treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice and accepts a Transfer Agreement entered into by the Lender that is the payee of the assignment or transfer thereof signed by such payee Note, as assignor, and an Eligible Assignee, as assignee, as provided in form satisfactory to the Administrative AgentSection 8.06; (bii) may consult with legal counsel (including counsel for the Borrowerany Credit Party), independent public accountants, accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants, accountants or experts; (ciii) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties, warranties or representations (whether written or oral) made in or in connection with this Agreement any Credit Document or the any other Loan Documentsinstrument or document furnished pursuant hereto or in connection herewith; (div) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement any Credit Document or any other Loan Document instrument or document furnished pursuant hereto or in connection herewith on the part of the Borrower Borrowers or its Subsidiaries any other Person or to inspect the Property property (including the books and records) of the Borrower Borrowers or its Subsidiariesany other Person; (ev) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of this Agreement any Credit Document or any other Loan Documentinstrument or document furnished pursuant hereto or in connection herewith or for the perfection, existence, sufficiency or value of any collateral, any guaranty or any insurance; and (fvi) shall incur no liability under or in respect of this Agreement any Credit Document, except for its own gross negligence or any other Loan Document willful misconduct, by acting upon any notice, consent, certificate, certificate or other instrument or writing (which may be by telecopier telecopier, telegram, cable or telex) believed by it to be genuine and signed signed, given or sent by the proper party or parties. Without limiting the generality of the foregoing, insofar as the Administrative Agent is concerned, with respect to any Advance, each Lender shall be deemed to have consented to, approved and be satisfied with each matter referred to in Article III, unless the officer of the Administrative Agent responsible for the transactions contemplated by the Credit Documents shall have received written notice from such Lender prior to such Advance specifying its objection thereto and such Lender shall not have made available to the Administrative Agent any portion of such Advance; provided that this sentence is solely for the benefit of the Administrative Agent (and not any Credit Party) and shall not amend, waive or otherwise modify Article III, Section 6.01(d) or any other provision applicable to any Credit Party, whether in respect of such Advance or any other Advance or matter.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents, or employees Related Parties shall be liable for any action taken or omitted to be taken (INCLUDING THE ADMINISTRATIVE AGENT’S OWN NEGLIGENCE) by it or them as Administrative Agent under or in connection with this Agreement or any of the other Loan Transaction Documents, except for its or their own gross negligence negligence, bad faith, fraud or willful misconductmisconduct as determined by a court of competent jurisdiction by final non-appealable judgment. Without limitation of the generality of limiting the foregoing, the Administrative Agent: (a) may treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Administrative Agent; (bi) may consult with legal counsel (including counsel for the Borrower), independent public accountants, accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants, accountants or experts; (cii) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties, warranties or representations made by any other Person in or in connection with this Agreement or the other Loan DocumentsAgreement; (diii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any of the other Loan Document Transaction Documents on the part of the Borrower or its Subsidiaries or to inspect the Property property (including the books and records) of the Borrower or its SubsidiariesBorrower; (eiv) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of this Agreement Agreement, any of the other Transaction Documents or any other Loan Documentinstrument or document furnished pursuant hereto or thereto; (v) may rely upon and (f) shall incur no liability under or in respect of this Agreement or any of the other Loan Document Transaction Documents by acting upon any noticenotice (including notice by telephone), consent, certificate, certificate or other instrument or writing (which may be by telecopier or telexfacsimile) believed by it to be genuine and signed or sent by the proper party or parties, or upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person. In determining compliance with any condition hereunder to the making of an Advance, that by its terms must be fulfilled to the satisfaction of a Lender, the Administrative Agent may presume that such condition is satisfactory to such Lender unless the Administrative Agent shall have received notice to the contrary from such Lender prior to the making of such Advance.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents, or employees Related Persons shall be liable for any action taken or omitted to be taken (INCLUDING THE ADMINISTRATIVE AGENT’S OWN NEGLIGENCE) by it or them under or in connection with this Agreement or the other Loan DocumentsAgreement, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative Agent: (ai) may treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice and accepts an Assignment and Assumption entered into by the Lender which is the payee of the assignment or transfer thereof signed by such payee Note, as assignor, and an Eligible Assignee, as assignee, as provided in form satisfactory to the Administrative AgentSection 12.07; (bii) may consult with legal counsel (including counsel for Parent and the Borrowerother Borrowers), independent public accountants, accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants, accountants or experts; (ciii) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Loan DocumentsAgreement; (div) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any other Loan Document on the part of Parent and the Borrower or its Subsidiaries other Borrowers or to inspect the Property property (including the books and records) of Parent and the Borrower or its Subsidiariesother Borrowers; (ev) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of this Agreement or any other Loan Documentinstrument or document furnished pursuant hereto; and (fvi) shall incur no liability under or in respect of this Agreement or any other Loan Document by acting upon any notice, consent, certificate, certificate or other instrument or writing (which may be by telecopier facsimile, electronic mail, telegram, telecopy, cable or telex) believed by it to be genuine and signed or sent by the proper party or parties.. 111

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents, agents or employees shall be liable for any action taken or omitted to be taken (INCLUDING THE ADMINISTRATIVE AGENT’S OWN NEGLIGENCE) by it or them under or in connection with this Agreement or the other Loan DocumentsAgreement, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative Agent: (a) may treat the payee of any Note as the holder thereof until the Administrative Agent it receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Administrative Agent; (b) may consult with legal counsel (including counsel for the BorrowerBorrowers), independent public accountants, accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants, accountants or experts; (c) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties, warranties or representations made in or in connection with this Agreement or the other Loan Financing Documents; (d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any other Loan Document on the part of Financing Documents by the Borrower or its Subsidiaries Borrowers or to inspect the Property property (including the books and records) of the Borrower or its SubsidiariesBorrowers; (e) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of this Agreement Agreement, any Note, or any other Loan Documentinstrument or document furnished pursuant thereto; and (f) shall incur no liability under or in respect of this Agreement or any other Loan Document by acting upon any notice, consent, certificate, certificate or other instrument or writing (which may be by telecopier telegram, cable, telex or telexfacsimile) believed by it to be genuine and signed or sent by the proper party or parties.

Administrative Agent’s Reliance, Etc. Neither Notwithstanding anything to the contrary in any Loan Document, neither Administrative Agent nor any of its directors, officers, agents, or employees Representatives shall be liable for any action taken or omitted to be taken (INCLUDING THE ADMINISTRATIVE AGENT’S OWN NEGLIGENCE) by it or them under or in connection with this Agreement or the other Loan Documents, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative Agent: (a) may May treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Administrative Agentthereof; (b) may consult with legal counsel (including counsel for the Borrower), independent public accountants, accountants and other experts selected by it or Borrower and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants, accountants or experts; (c) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties, or representations made in or in connection with this Agreement or the other Loan Documents; (d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any other Loan Document agreement on the part of the Borrower or its Subsidiaries or to inspect the Property property (including the books and records) of Borrower, except receipt of delivery of the Borrower or its Subsidiariesitems required under Sections 3.2, 4.1, 4.3, and 7.1; (e) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of this Agreement agreement or any other Loan Documentinstrument or document furnished pursuant hereto; and (f) shall incur no liability under or in respect of this Agreement or any other Loan Document agreement by acting upon any notice, consent, certificate, certificate or other instrument or writing (which may be by telecopier or telextelecopy) believed by it to be genuine and signed or sent by the proper party or parties.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents, agents or employees shall be liable for any action taken or omitted to be taken (INCLUDING THE ADMINISTRATIVE AGENT’S OWN NEGLIGENCE) by it or them as Administrative Agent under or in connection with this Agreement or any of the other Loan Transaction Documents, except for its or their own gross negligence or willful misconduct. Each Secured Party hereby waives any and all claims against the Administrative 129 Agent or any of its Affiliates for any action taken or omitted to be taken by the Administrative Agent or any of its Affiliates under or in connection with this Agreement or any of the other Transaction Documents, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of limiting the foregoing, the Administrative Agent: (a) may treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Administrative Agent; (bi) may consult with legal counsel (including counsel for the BorrowerBorrower or the Transferor), independent public accountants, accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants, accountants or experts; (cii) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties, warranties or representations made in or in connection with this Agreement or the other Loan DocumentsAgreement; (diii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any of the other Loan Document Transaction Documents on the part of the Borrower Borrower, the Transferor, or its Subsidiaries the Servicer or to inspect the Property property (including the books and records) of the Borrower Borrower, the Transferor, or its Subsidiariesthe Servicer; (eiv) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of this Agreement Agreement, any of the other Transaction Documents or any other Loan Documentinstrument or document furnished pursuant hereto or thereto; and (fv) shall incur no liability under or in respect of this Agreement or any of the other Loan Document Transaction Documents by acting upon any noticenotice (including notice by telephone), consent, certificate, certificate or other instrument or writing (which may be by telecopier or telexfacsimile) believed by it to be genuine and signed or sent by the proper party or parties.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents, agents or employees shall be liable to any Lender or the Loan Parties for any action taken or omitted to be taken (INCLUDING THE ADMINISTRATIVE AGENT’S OWN NEGLIGENCE) by it or them under or in connection with this Agreement or the other Loan DocumentsAgreement, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative Agent: (ai) may treat each Lender listed in the payee of any Note Register as a “Lender” with a Commitment and/or Loans in the holder thereof amount recorded in the Register until the Administrative Agent receives written notice of and accepts an Assignment and Acceptance entered into by a Lender listed in the Register, as assignor, and an Eligible Assignee, as assignee, as provided in Section 8.08, at which time the Administrative Agent will make such recordations in the Register as are appropriate to reflect the assignment or transfer thereof signed effected by such payee Assignment and in form satisfactory to the Administrative AgentAcceptance; (bii) may consult with legal counsel (including counsel for the BorrowerLoan Parties), independent public accountants, accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants, accountants or experts; (ciii) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Loan Documents; (div) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any other the Loan Document Documents on the part of the Borrower or its Subsidiaries Loan Parties or to inspect the Property property (including the books and records) of the Borrower or its SubsidiariesLoan Parties; (ev) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of this Agreement the Loan Documents or any other Loan Documentinstrument or document furnished pursuant thereto; and (fvi) shall incur no liability under or in respect of this Agreement or any other Loan Document by acting upon any notice, consent, certificate, certificate or other instrument or writing (which may be by telecopier telecopier, telegram or telexcable) believed by it in good faith to be genuine and signed or sent by the proper party or parties. The Administrative Agent shall not be deemed to have knowledge of any default, Unmatured Default or Event of Default unless and until written notice thereof is given to the Administrative Agent by the Borrower or a Lender.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directorsNEITHER ANY ADMINISTRATIVE AGENT NOR ANY OF ITS DIRECTORS, officersOFFICERS, agentsAGENTS, or employees shall be liable for any action taken or omitted to be taken COUNSEL OR EMPLOYEES SHALL BE LIABLE TO ANY BANK FOR ANY ACTION TAKEN OR OMITTED TO BE TAKEN BY IT UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS (INCLUDING I) WITH THE CONSENT OR AT THE REQUEST OF THE REQUIRED BANKS OR (II) IN THE ABSENCE OF ITS OR THEIR OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AS DETERMINED BY A FINAL NON-APPEALABLE JUDGMENT OF A COURT OF COMPETENT JURISDICTION (IT BEING THE EXPRESS INTENTION OF THE PARTIES THAT NEITHER ADMINISTRATIVE AGENT’S OWN AGENT NOR ITS DIRECTORS, OFFICERS, AGENTS, COUNSEL AND EMPLOYEES SHALL HAVE ANY LIABILITY FOR ACTIONS AND OMISSIONS UNDER THIS SECTION 8.02 RESULTING FROM THEIR SOLE ORDINARY OR CONTRIBUTORY NEGLIGENCE) by it or them under or in connection with this Agreement or the other Loan Documents, except for its or their own gross negligence or willful misconduct). Without limitation of the generality of the foregoing, the Administrative Agent: (ai) may treat the payee of any each Note as the holder thereof until the Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the such Administrative Agent; (bii) may consult with legal counsel (including counsel for the BorrowerBorrowers or any of their Subsidiaries), independent public accountants, accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants, accountants or experts; (ciii) makes no warranty or representation to any Lender Bank and shall not be responsible to any Lender Bank for any statements, warranties, warranties or representations made in or in connection with this Agreement or the other Loan Documents; (div) except as otherwise expressly provided herein, shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any the other Loan Document on the part of the Borrower or its Subsidiaries Documents or to inspect the Property property (including the books and records) of the Borrower or its Borrowers and their Subsidiaries; (ev) shall not be responsible to any Lender Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of this Agreement or the other Loan Documents or any other Loan Documentinstrument or document furnished pursuant hereto or thereto; and (fvi) shall incur no liability under or in respect of this Agreement or any the other Loan Document Documents by acting upon any notice, consent, certificate, certificate or other instrument or writing (which may be by telecopier email, telegram, telecopier, cable or telex) reasonably believed by it to be genuine and signed or sent by the proper party or parties; and (vii) the provisions of this Section 8.02 shall survive the termination of this Agreement and/or the payment or assignment of any of the Indebtedness under this Agreement.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents, agents or employees shall be liable for any action taken or omitted to be taken (INCLUDING THE ADMINISTRATIVE AGENT’S OWN NEGLIGENCE) by it or them under or in connection with this Agreement or the other Loan Documentsany Credit Document, except for its or their own gross negligence or willful misconduct. The duties of the Administrative Agent shall be mechanical and administrative in nature; the Administrative Agent shall not have, by reason of this Agreement or any other Credit Document a fiduciary relationship in respect of any Lender or the holder of any Note; and nothing in this Agreement or any other Credit Document, expressed or implied, is intended or shall be so construed as to impose upon the Administrative Agent any obligations in respect of this Agreement or any other Credit Document except as expressly set forth herein. Without limitation of the generality of the foregoing, the Administrative Agent: (ai) may treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice and accepts a Transfer Agreement entered into by the Lender that is the payee of the assignment or transfer thereof signed by such payee Note, as assignor, and an Eligible Assignee, as assignee, as provided in form satisfactory to the Administrative AgentSection 8.06; (bii) may consult with legal counsel (including counsel for the Borrowerany Credit Party), independent public accountants, accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants, accountants or experts; (ciii) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties, warranties or representations (whether written or oral) made in or in connection with this Agreement any Credit Document or the any other Loan Documentsinstrument or document furnished pursuant hereto or in connection herewith; (div) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement any Credit Document or any other Loan Document instrument or document furnished pursuant hereto or in connection herewith on the part of the Borrower or its Subsidiaries any other Person or to inspect the Property property (including the books and records) of the Borrower or its Subsidiariesany other Person; (ev) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of this Agreement any Credit Document or any other Loan Documentinstrument or document furnished pursuant hereto or in connection herewith or for the perfection, existence, sufficiency or value of any collateral, any guaranty or any insurance; and (fvi) shall incur no liability under or in respect of this Agreement any Credit Document, except for its own gross negligence or any other Loan Document willful misconduct, by acting upon any notice, consent, certificate, certificate or other instrument or writing (which may be by telecopier telecopier, telegram, cable or telex) believed by it to be genuine and signed signed, given or sent by the proper party or parties. Without limiting the generality of the foregoing, insofar as the Administrative Agent is concerned, with respect to any Advance, each Lender shall be deemed to have consented to, approved and be satisfied with each matter referred to in Article III, unless the officer of the Administrative Agent responsible for the transactions contemplated by the Credit Documents shall have received written notice from such Lender prior to such Advance specifying its objection thereto and such Lender shall not have made available to the Administrative Agent any portion of such Advance; provided that this sentence is solely for the benefit of the Administrative Agent (and not any Credit Party) and shall not amend, waive or otherwise modify Article III, Section 6.01(d) or any other provision applicable to any Credit Party, whether in respect of such Advance or any other Advance or matter.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents, agents or employees shall be liable for any action taken or omitted to be taken (INCLUDING THE ADMINISTRATIVE AGENT’S OWN NEGLIGENCE) by it or them as Administrative Agent under or in connection with this Agreement or any of the other Loan Transaction Documents, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of limiting the foregoing, the Administrative Agent: (a) may treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Administrative Agent; (bi) may consult with legal counsel (including counsel for the BorrowerBorrower or the Seller), independent public accountants, accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants, accountants or experts; (cii) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties, warranties or representations made by any other Person in or in -133 connection with this Agreement or the other Loan DocumentsAgreement; (diii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any of the other Loan Document Transaction Documents on the part of any of the Borrower Borrower, the Collateral Manager, the Equityholder or its Subsidiaries the Seller or to inspect the Property property (including the books and records) of any of the Borrower Borrower, the Collateral Manager, the Equityholder or its Subsidiariesthe Seller; (eiv) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of this Agreement Agreement, any of the other Transaction Documents or any other Loan Documentinstrument or document furnished pursuant hereto or thereto; and (fv) shall incur no liability under or in respect of this Agreement or any of the other Loan Document Transaction Documents by acting upon any noticenotice (including notice by telephone), consent, certificate, certificate or other instrument or writing (which may be by telecopier or telexfacsimile) believed by it to be genuine and signed or sent by the proper party or parties.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents, agents or employees shall be liable to any Bank for any action taken or omitted to be taken (INCLUDING THE ADMINISTRATIVE AGENT’S OWN NEGLIGENCE) by it or them under or in connection with this Agreement or the other Loan Documents, except for Documents (i) with the consent or at the request of the Required Banks or (ii) in the absence of its or their own gross negligence or willful misconductmisconduct (it being the express intention of the parties that the Administrative Agent and its directors, officers, agents and employees shall have no liability for actions and omissions under this Section 8.02 resulting from their sole ordinary or contributory negligence). Without limitation of the generality of the foregoing, the Administrative Agent: (ai) may treat the payee of any each Note as the holder thereof until the Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Administrative Agent; (bii) may consult with legal counsel (including counsel for the Borrower), independent public accountants, accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants, accountants or experts; (ciii) makes no warranty or representation to any Lender Bank and shall not be responsible to any Lender Bank for any statements, warranties, warranties or representations made in or in connection with this Agreement or the other Loan Documents; (div) except as otherwise expressly provided herein, shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any the other Loan Document on the part of the Borrower or its Subsidiaries Documents or to inspect the Property property (including the books and records) of the Borrower or its SubsidiariesBorrower; (ev) shall not be responsible to any Lender Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of this Agreement or the other Loan Documents or any other Loan Documentinstrument or document furnished pursuant hereto or thereto; and (fvi) shall incur no liability under or in respect of this Agreement or any the other Loan Document Documents by acting upon any notice, consent, certificate, certificate or other instrument or writing (which may be by telecopier telegram, telecopier, cable or telex) reasonably believed by it to be genuine and signed or sent by the proper party or parties; and (vii) the provisions of this Section 8.02 shall survive the termination of this Agreement and/or the payment or assignment of any of the Indebtedness under this Agreement.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents, agents or employees shall be liable for any action taken or omitted to be taken (INCLUDING THE ADMINISTRATIVE AGENT’S OWN NEGLIGENCE) by it or them as Administrative Agent under or in connection with this Agreement or any of the other Loan Transaction Documents, except for its or their own gross negligence or willful misconduct. Each Secured Party hereby waives any and all claims against the Administrative Agent or any of its Affiliates for any action taken or omitted to be taken by the Administrative Agent or any of its Affiliates under or in connection with this Agreement or any of the other Transaction Documents, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of limiting the foregoing, the Administrative Agent: (a) may treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Administrative Agent; (bi) may consult with legal counsel (including counsel for the BorrowerBorrower or the Transferor), independent public accountants, accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants, accountants or experts; (cii) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties, warranties or representations made in or in connection with this Agreement or the other Loan DocumentsAgreement; (diii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any of the other Loan Document Transaction Documents on the part of the Borrower Borrower, the Transferor, or its Subsidiaries the Servicer or to inspect the Property property (including the books and records) of the Borrower Borrower, the Transferor, or its Subsidiariesthe Servicer; (eiv) shall not be responsible to any Lender for the due 115 execution, legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of this Agreement Agreement, any of the other Transaction Documents or any other Loan Documentinstrument or document furnished pursuant hereto or thereto; and (fv) shall incur no liability under or in respect of this Agreement or any of the other Loan Document Transaction Documents by acting upon any noticenotice (including notice by telephone), consent, certificate, certificate or other instrument or writing (which may be by telecopier or telexfacsimile) believed by it to be genuine and signed or sent by the proper party or parties.

Administrative Agent’s Reliance, Etc. Neither If the Administrative Agent should request instructions from the Lenders or any of the affected Lenders with respect to any act or action (including taking no action) in connection with this Agreement or any other Credit Document, then the Administrative Agent shall be entitled to refrain from such act or taking such action unless and until the Administrative Agent shall have received instructions from such Lenders, and the Administrative Agent shall not incur liability to any Person by reason of so refraining. The Administrative Agent shall be fully justified in omitting or refusing to take any action under this Agreement or any other Credit Document if (a) such action would, in the opinion of the Administrative Agent, be contrary to Applicable Law or the terms of this Agreement or any other Credit Document; (b) such action would, in the opinion of the Administrative Agent, expose it or the Lenders to liability under Environmental Laws; or (c) the Administrative Agent shall not first be indemnified to its satisfaction against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. Without limitation, no Lender shall have any right of action against the Administrative Agent as a result of the Administrative Agent’s action or its omission from action under this Agreement or any other Credit Document in accordance with the instructions of such Lenders. In particular, none of the Administrative Agent, any of its Affiliates nor any of its their respective directors, officers, agents, Administrative Agents or employees shall be liable for any action taken or omitted to be taken (INCLUDING THE ADMINISTRATIVE AGENT’S OWN NEGLIGENCE) by it or them under or in connection with this Agreement or the other Loan Credit Documents, except for damages caused by its or their own gross negligence or willful wilful misconduct. Without limitation of the generality of the foregoinglimitation, the Administrative Agent: (a) may treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Administrative Agent; (b) may consult with legal counsel (including counsel for the Borrower), independent public accountants, and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants, or experts; (c) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties, or representations made in or in connection with this Agreement or the other Loan Documents; (d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any other Loan Document on the part of the Borrower or its Subsidiaries or to inspect the Property (including the books and records) of the Borrower or its Subsidiaries; (e) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency, or value of this Agreement or any other Loan Document; and (f) shall incur no liability under or in respect of this Agreement or any other Loan Document by acting upon any notice, consent, certificate, or other instrument or writing (which may be by telecopier or telex) believed by it to be genuine and signed or sent by the proper party or parties.:

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent Agent, nor any of its directors, officers, agents, employees, or employees representatives shall be liable for any action taken or omitted to be taken (INCLUDING THE ADMINISTRATIVE AGENT’S OWN NEGLIGENCE) by it or them under or in connection with this Agreement or the any other Loan DocumentsPaper, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative Agent: Agent (a) may treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Administrative Agent; (b) may consult with legal counsel (including counsel for the BorrowerParent, the Borrower or any of the Restricted Subsidiaries), independent public accountants, and other experts selected by it it, and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants, or experts; (c) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties, or representations made in or in connection with this Agreement or the any other Loan DocumentsPapers; (d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants covenants, or conditions of this Agreement or any other Loan Document Papers on the part of the Parent, the Borrower or its the Restricted Subsidiaries or to inspect the Property (including the books and records) of the Parent, the Borrower or its their Subsidiaries; (e) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency, or value of this Agreement Agreement, any other Loan Papers, or any other Loan Documentinstrument or document furnished pursuant hereto; and (f) shall incur no liability under or in respect of this Agreement or any other Loan Document Papers by acting upon any notice, consent, certificate, or other instrument or writing (which may be by telecopier or telex) believed by it to be genuine and signed or sent by the proper party or parties.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents, agents or employees shall be liable for any action taken or omitted to be taken (INCLUDING THE ADMINISTRATIVE AGENT’S OWN NEGLIGENCE) by it or them as Administrative Agent under or in connection with this Agreement or any of the other Loan Transaction Documents, except for its or their own gross negligence negligence, bad faith or willful misconduct. Without limitation of the generality of limiting the foregoing, the Administrative Agent: (a) may treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Administrative Agent; (bi) may consult with legal counsel (including counsel for the BorrowerBorrower or the Seller), independent public accountants, accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants, accountants or experts; (cii) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties, warranties or representations made by any other 105 Person in or in connection with this Agreement or the other Loan DocumentsAgreement; (diii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any of the other Loan Document Transaction Documents on the part of the Borrower Borrower, the Seller or its Subsidiaries the Collateral Administrator or to inspect the Property property (including the books and records) of the Borrower Borrower, the Seller or its Subsidiariesthe Collateral Administrator; (eiv) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of this Agreement Agreement, any of the other Transaction Documents or any other Loan Documentinstrument or document furnished pursuant hereto or thereto; and (fv) shall incur no liability under or in respect of this Agreement or any of the other Loan Document Transaction Documents by acting upon any noticenotice (including notice by telephone), consent, certificate, certificate or other instrument or writing (which may be by telecopier or telexfacsimile) believed by it to be genuine and signed or sent by the proper party or parties.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents, agents or employees shall be liable for any action taken or omitted to be taken (INCLUDING THE ADMINISTRATIVE AGENT’S OWN NEGLIGENCE) by it or them as Administrative Agent under or in connection with this Agreement or any of the other Loan Transaction Documents, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of limiting the foregoing, the Administrative Agent: (a) may treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Administrative Agent; (bi) may consult with legal counsel (including counsel for the Borrower, the Servicer or the Originator), independent public accountants, accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants, accountants or experts; (cii) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties, warranties or representations made in or in connection with this Agreement or the other Loan DocumentsAgreement; (diii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any of the other Loan Document Transaction Documents on the part of the Borrower Borrower, the Originator or its Subsidiaries the Servicer or to inspect the Property property (including the books and records) of the Borrower Borrower, the Originator or its Subsidiariesthe Servicer; (eiv) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of this Agreement Agreement, any of the other Transaction Documents or any other Loan Documentinstrument or document furnished pursuant hereto or thereto; and (fv) shall incur no liability under or in respect of this Agreement or any of the other Loan Document Transaction Documents by acting upon any noticenotice (including notice by telephone), consent, certificate, certificate or other instrument or writing (which may be by telecopier or telexfacsimile) believed by it to be genuine and signed or sent by the proper party or parties.. 113

Administrative Agent’s Reliance, Etc. Neither None of the Administrative Agent nor Agent, any of its Affiliates or any of their respective directors, officers, agents, agents or employees shall be liable for any action taken or omitted to be taken (INCLUDING THE ADMINISTRATIVE AGENT’S OWN NEGLIGENCE) by it it, him, her or them under or in connection with this Agreement or the other Loan Documents, except for its to the extent such claim, damage, loss, liability or their own expense is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted primarily from the gross negligence or willful misconductmisconduct of such person. Without limitation of the generality of limiting the foregoing, the Administrative Agent: Agent (a) may treat the payee of any Note as its holder until such Note has been assigned in accordance with Section 9.04, (b) may rely on the holder thereof until the Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory Register to the Administrative Agent; extent set forth in Section 2.05 and Section 9.04(b), (bc) may consult with legal counsel (including counsel for to the Borrower), independent public accountants, accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants, accountants or experts; , (cd) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties, warranties or representations made by or on behalf of the Borrower in or in connection with this Agreement or the any other Loan Documents; Document, (de) shall not have any duty to ascertain or to inquire either as to the performance or observance of any of the termsterm, covenants covenant or conditions of this Agreement or any other Loan Document on the part of the Borrower or its Subsidiaries or to inspect the Property (including the books and records) of the Borrower or its Subsidiaries; (e) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency, or value condition of this Agreement or any other Loan Document; , as to the financial condition of the Borrower or as to the existence or possible existence of any Default or Event of Default and (f) shall incur no liability under or in respect of this Agreement or any other Loan Document by acting upon any notice, consent, certificate, certificate or other instrument or writing (which writing may be by telecopier a telecopy or telexelectronic mail) or any telephone message believed by it to be genuine and signed or sent by the proper party or parties.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents, agents or employees shall be liable for any action taken or omitted to be taken (INCLUDING THE ADMINISTRATIVE AGENT’S OWN NEGLIGENCEincluding such Person’s own negligence) by it or them under or in connection with this Agreement or the other Loan Documents, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative Agent: (a) may treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Administrative Agent; (b) may consult with legal counsel (including counsel for the Borrower), independent public accountants, accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants, accountants or experts; (c) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties, warranties or representations made in or in connection with this Agreement or the other Loan Documents; (d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any other Loan Document on the part of the Borrower Borrower, a Principal or its Subsidiaries their respective Affiliates or to inspect the Property property (including the books and records) of the Borrower Borrower, a Principal or its Subsidiariestheir respective Affiliates; (e) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of this Agreement or any other Loan DocumentDocument other than with respect to Administrative Agent’s execution of the documents to which Administrative Agent is a party; and (f) shall incur no liability under or in respect of this Agreement or any other Loan Document by acting upon any notice, consent, certificate, certificate or other instrument or writing (which may be by telecopier telecopier, telegram, cable or telex) believed by it to be genuine and signed or sent by the proper party or parties.

Administrative Agent’s Reliance, Etc. Neither Notwithstanding any other provisions of this Agreement or any other Loan Documents, neither the Administrative Agent nor any of its directors, officers, agents, employees or employees counsel shall be liable for any action taken or omitted to be taken (INCLUDING THE ADMINISTRATIVE AGENT’S OWN NEGLIGENCE) by it or them under or in connection with this Agreement or the other Loan DocumentsAgreement, except for to the extent found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from its or their own gross negligence or willful misconduct. Without limitation of limiting the generality of the foregoing, the Administrative Agent: (a) may treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Administrative Agent; (b) may consult with legal counsel (including its own counsel or counsel for the BorrowerParent, the Borrower or any other Subsidiary), independent public accountants, accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants, accountants or experts; (c) makes no warranty or representation to any Lender or any other Person and shall not be responsible to any Lender or any other Person for any statements, warranties, warranties or representations made by any Person in or in connection with this Agreement or the any other Loan DocumentsDocument; (d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of any of this Agreement or any other Loan Document or the satisfaction of any conditions precedent under this Agreement or any Loan Document on the part of the Borrower or its Subsidiaries or to inspect the Property (including the books and records) of Parent, the Borrower or its Subsidiariesother Persons or inspect the property, books or records of the Parent, the Borrower or any other Person; (e) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of this Agreement or any other Loan Document, any other instrument or document furnished pursuant thereto or any Collateral covered thereby or the perfection or priority of any Lien in favor of the Administrative Agent on behalf of the Lenders in any such Collateral; and (f) shall incur no liability under or in respect of this Agreement or any other Loan Document by acting upon any notice, consent, certificate, certificate or other instrument or writing (which may be by telecopier telephone or telextelecopy) believed by it to be genuine and signed signed, sent or sent given by the proper party or parties.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents, agents or employees shall be liable for any action taken or omitted to be taken (INCLUDING THE ADMINISTRATIVE AGENT’S OWN NEGLIGENCE) by it or them under or in connection with this Agreement or the other Loan DocumentsAgreement, except for its or their own gross negligence or willful misconductmisconduct as determined in a final, nonappealable judgment by a court of competent jurisdiction. Without limitation of the generality of the foregoing, the Administrative Agent: (ai) may treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice and accepts an Assignment and Acceptance entered into by the Lender that is the payee of such Note or an Assumption Agreement entered into by an Assuming Lender, as the assignment case may be, as assignor, and an Eligible Assignee, as assignee, as provided in Section 8.07, 2.16 or transfer thereof signed by such payee and in form satisfactory to the Administrative Agent2.17; (bii) may consult with legal counsel (including counsel for the Borrower), independent public accountants, accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants, accountants or experts; (ciii) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Loan Documentsany Note; (div) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any other Loan Document Note on the part of the Borrower or its Subsidiaries or to inspect the Property property and assets (including the books and records) of the Borrower or its Subsidiaries; (e) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency, or value of this Agreement or any other Loan Document; and (f) shall incur no liability under or in respect of this Agreement or any other Loan Document by acting upon any notice, consent, certificate, or other instrument or writing (which may be by telecopier or telex) believed by it to be genuine and signed or sent by the proper party or parties.Borrower;

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its respective directors, officers, agents, agents or employees shall be liable to any Indemnified Party for any action taken or omitted to be taken (INCLUDING THE ADMINISTRATIVE AGENT’S OWN NEGLIGENCE) by it the Administrative Agent or them any of its respective directors, officers, agents or employees as Administrative Agent under or in connection with this Agreement Note Purchase Agreement, any other Basic Document or the other Loan Documentsany related agreement or document, except for its or their own gross negligence or willful misconductmisconduct as determined by a court of competent jurisdiction in a final and non-appealable decision. Without limitation of the generality of limiting the foregoing, the Administrative Agent: (a) may treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Administrative Agent; (bi) may consult with legal counsel (including counsel for the Borrower)counsel, independent public accountants, accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants, accountants or experts; (cii) makes no warranty or representation to any Lender Purchaser, and shall not be responsible to any Lender Noteholder, for any statements, warranties, warranties or representations made in by the Originator, the Issuer or the Depositor in connection with this Note Purchase Agreement or the any other Loan DocumentsBasic Document; (diii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Note Purchase Agreement or any other Loan Basic Document on the part of the Borrower Originator, the Issuer or its Subsidiaries to the Depositor or to inspect the Property property (including the books and records) of the Borrower Originator, the Issuer or its Subsidiariesthe Depositor; (eiv) shall not be responsible to any Lender Purchaser for the due execution, legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of this Agreement Note Purchase Agreement, any other Basic Document or any other Loan Documentinstrument or document furnished pursuant hereto; and (fv) shall incur no liability under or in respect of this Note Purchase Agreement or any other Loan Basic Document by acting upon any noticenotice (including notice by telephone), consent, certificate, certificate or other instrument or writing (which may be by telecopier or telex) believed by it in good faith to be genuine and signed or sent by the proper party or parties.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents, agents or employees shall be liable for any action taken or omitted to be taken (INCLUDING THE ADMINISTRATIVE AGENT’S OWN NEGLIGENCEincluding such Person's own negligence) by it or them under or in connection with this Agreement or the other Loan Credit Documents, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative Agent: (a) may treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Administrative Agent; (b) may consult with legal counsel (including counsel for the Borrower), independent public accountants, accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants, accountants or experts; (c) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties, warranties or representations made in or in connection with this Agreement or the other Loan Credit Documents; (d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any other Loan Credit Document on the part of the Borrower Borrower, the Parent or its their respective Subsidiaries or to inspect the Property property (including the books and records) of the Borrower Borrower, the Parent or its their respective Subsidiaries; (e) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of this Agreement or any other Loan DocumentCredit Document other than with respect to the Administrative Agent's execution of the documents to which the Administrative Agent is a party; and (f) shall incur no liability under or in respect of this Agreement or any other Loan Credit Document by acting upon any notice, consent, certificate, certificate or other instrument or writing (which may be by telecopier telecopier, telegram, cable or telex) believed by it to be genuine and signed or sent by the proper party or parties.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents, or employees shall be liable for any action taken or omitted to be taken (INCLUDING THE ADMINISTRATIVE AGENT’S 'S OWN NEGLIGENCE) by it or them under or in connection with this Agreement or the other Loan Credit Documents, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative Agent: (a) may treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Administrative Agent; (b) may consult with legal counsel (including counsel for the Borrower), independent public accountants, and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants, or experts; (c) makes no warranty or representation to any Lender Bank and shall not be responsible to any Lender Bank for any statements, warranties, or representations made in or in connection with this Agreement or the other Loan Credit Documents; (d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any other Loan Credit Document on the part of the Borrower or its Subsidiaries the Guarantors or to inspect the Property property (including the books and records) of the Borrower or its Subsidiariesthe Guarantors; (e) shall not be responsible to any Lender Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency, or value of this Agreement or any other Loan Credit Document; and (f) shall incur no liability under or in respect of this Agreement or any other Loan Credit Document by acting upon any notice, consent, certificate, or other instrument or writing (which may be by telecopier or telex) believed by it to be genuine and signed or sent by the proper party or parties. Section 8.03.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents, agents or employees shall be liable for any action taken or omitted to be taken (INCLUDING THE ADMINISTRATIVE AGENT’S OWN NEGLIGENCE) by it or them under or in connection with this Agreement or the other Loan DocumentsAgreement, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative Agent: (ai) may treat the payee Lender that made any Loan as the holders of the Debt resulting therefrom until, in the case of any Note as the holder thereof until such Lender, the Administrative Agent receives written notice of the assignment or transfer thereof signed and accepts an Assignment and Acceptance entered into by such payee Lender, as assignor, and an assignee, as provided in form satisfactory to the Administrative AgentSection 8.07; (bii) may consult with legal counsel (including counsel for the Borrower), independent public accountants, accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants, accountants or experts; (ciii) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other any Loan DocumentsDocument; (div) shall not have any duty to ascertain or to inquire as to the performance performance, observance or observance satisfaction of any of the terms, covenants or conditions of this Agreement or any other Loan Document Documents on the part of the Borrower or its Subsidiaries the existence at any time of any Default or to inspect the Property property (including the books and records) of the Borrower or its SubsidiariesBorrower; (ev) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of this Agreement Agreement, any of the other Loan Documents or any other Loan Documentinstrument or document furnished pursuant thereto; and (fvi) shall incur no liability under or in respect of this Agreement or any other Loan Document by acting upon any notice, consent, certificate, certificate or other instrument or writing (which may be by telecopier telecopier, telegram or telex) believed by it to be genuine and signed or sent by the proper party or parties.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents, agents or employees shall be liable for any action taken or omitted to be taken (INCLUDING THE ADMINISTRATIVE AGENT’S OWN NEGLIGENCE) by it or them under or in connection with this Agreement or the other Loan Documents, except for its or their own gross negligence or willful misconductmisconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision). Without limitation of the generality of the foregoing, the Administrative Agent: (a) may deem and treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice and accepts an Assignment and Acceptance entered into by the Lender that is the payee of the assignment or transfer thereof signed by such payee Note, as assignor, and an Eligible Assignee, as assignee, as provided in form satisfactory to the Administrative AgentSection 9.07; (b) with respect to any request, authority or consent of any Person who, at the time of making such request or giving such authority or consent, is the holder of any Note, may consider as conclusive and binding any such request, authority or consent of such Person, as applicable, on any subsequent holder, transferee, assignee or endorsee, as the case may be, of such Note or of any Note or Notes issued in exchange therefore; (c) may consult with legal counsel (including counsel for the Borrowerany Loan Party), independent public accountants, accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants, accountants or experts; (cd) makes no warranty or representation to any Lender Party and shall not be responsible to any Lender Party for any recitals, statements, warrantiesinformation, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Loan Documents; (de) shall not have any duty to ascertain or to inquire as to (x) the performance or observance of any of the terms, provisions, covenants or conditions of this Agreement or any other Loan Document on the part of any Loan Party, (y) the Borrower financial condition of any Loan Party or its Subsidiaries (z) the existence or possible existence of any Default; (f) shall not have any duty to inspect the Property property (including the books and records) of the Borrower or its Subsidiariesany Loan Party; (eg) shall not be responsible to any Lender Party for the due execution, legality, validity, enforceability, genuineness, sufficiencycollectibility, sufficiency or value of this Agreement any Loan Document, the financial condition of the Borrowers or any of their Subsidiaries or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, any Loan Document or any other Loan Documentinstrument or document furnished pursuant thereto; and (fh) shall incur no liability under or in respect of this Agreement or any other Loan Document by acting upon any notice, statement, consent, certificateorder, certificate or other instrument or writing (which may be by telecopier telegram, telecopy, telex, cablegram or telexelectronic mail) or telephone message believed by it to be genuine and signed signed, sent or sent made by the proper party or parties.”.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents, agents or employees shall be liable for any action taken or omitted to be taken (INCLUDING THE ADMINISTRATIVE AGENT’S OWN NEGLIGENCE) by it or them as Administrative Agent under or in connection with this Agreement or any of the other Loan Transaction Documents, except for its or their own gross negligence negligence, bad faith or willful misconduct. Without limitation of the generality of limiting the foregoing, the Administrative Agent: (a) may treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Administrative Agent; (bi) may consult with legal counsel (including counsel for the BorrowerBorrower or the Seller), independent Independent public accountants, accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants, accountants or experts; (cii) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties, warranties or representations made by any other Person in or in connection with this Agreement or the other Loan DocumentsAgreement; (diii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any of the other Loan Document Transaction Documents on the part of the Borrower Borrower, the Collateral Manager, the Equityholder or its Subsidiaries the Seller or to inspect the Property property (including the books and records) of the Borrower Borrower, the Collateral Manager, the Equityholder or its Subsidiariesthe Seller; (eiv) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of this Agreement Agreement, any of the other Transaction Documents or any other Loan Documentinstrument or document furnished pursuant hereto or thereto; and (fv) shall incur no liability under or in respect of this Agreement or any of the other Loan Document Transaction Documents by acting upon any noticenotice (including notice by telephone), consent, certificate, certificate or other instrument or writing (which may be by telecopier or telexfacsimile) believed by it to be genuine and signed or sent by the proper party or parties.. 125

Administrative Agent’s Reliance, Etc. Neither the The Administrative Agent nor any of and its directors, officers, agents, agents or employees shall not be liable for any action taken or omitted to be taken (INCLUDING THE ADMINISTRATIVE AGENT’S OWN NEGLIGENCE) by it or them in good faith under or in connection with this Agreement the Transaction Documents (including, without limitation, the servicing, administering or the other Loan Documentscollection of Pool Receivables as Master Servicer pursuant to Section 8.1), except for its or their own breach of the terms of the applicable terms of the Transaction Documents or its or their own gross negligence or willful misconduct. Without limitation of limiting the generality of the foregoing, the Administrative Agent: (a) may treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Administrative Agent; (b) may consult with legal counsel (including counsel for the BorrowerSeller), independent certified public accountants, accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants, accountants or experts; (cb) makes no warranty or representation to the Purchaser or any Lender other holder of any interest in Pool Receivables and shall not be responsible to the Purchaser or any Lender such other holder for any statements, warranties, warranties or representations made by any Seller Party in or in connection with this Agreement or the other Loan Documentsany Transaction Document; (dc) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any other Loan Transaction Document on the part of the Borrower or its Subsidiaries any Seller Party or to inspect the Property property (including the books and records) of the Borrower or its Subsidiariesany Seller Party; (ed) shall not be responsible to the Purchaser or any Lender other holder of any interest in Pool Receivables for the due execution, legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of this Agreement or any other Loan Transaction Document; and (fe) shall incur no liability under or in respect of this Agreement or any other Loan Document by acting upon any noticenotice (including notice by telephone where permitted herein), consent, certificate, certificate or other instrument or writing (which may be by telecopier facsimile or telex) in good faith believed by it to be genuine and signed or sent by the proper party or parties.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents, or employees shall be liable for any action taken or omitted to be taken (INCLUDING THE ADMINISTRATIVE AGENT’S OWN NEGLIGENCE) by it or them under or in connection with this Agreement or the other Loan Documents, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative Agent: (a) may treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Administrative Agent; (b) may consult with legal counsel (including counsel for the Borrower), independent public accountants, and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants, or experts; (c) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties, or representations made in or in connection with this Agreement or the other Loan Documents; (d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any other Loan Document on the part of the Borrower or its Subsidiaries or to inspect the Property (including the books and records) of the Borrower or its Subsidiaries; (e) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency, or value of this Agreement or any other Loan Document; and (f) shall incur no liability under or in respect of this Agreement or any other Loan Document by acting upon any notice, consent, certificate, or other instrument or writing (which may be by telecopier or telextelecopier) believed by it to be genuine and signed or sent by the proper party or parties.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents, agents or employees shall be liable for any action taken or omitted to be taken (INCLUDING THE ADMINISTRATIVE AGENT’S OWN NEGLIGENCE) by it or them under or in connection with this Agreement or the other any Loan DocumentsDocument, except for its or their own gross negligence or willful misconduct. The duties of the Administrative Agent shall be mechanical and administrative in nature; the Administrative Agent shall not have, by reason of this Agreement or any other Loan Document a fiduciary relationship in respect of the Borrower, any Bank or the holder of any Note; and nothing in this Agreement or any other Loan Document, expressed or implied, is intended or shall be so construed as to impose upon the Administrative Agent any obligations in respect of this Agreement or any other Loan Document except as expressly set forth herein. Without limitation of the generality of the foregoing, the Administrative Agent: (ai) may treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice and accepts an Assignment and Acceptance entered into by the Bank that is the payee of the assignment or transfer thereof signed by such payee Note, as assignor, and an Eligible Assignee, as assignee, as provided in form satisfactory to the Administrative AgentSection 8.06; (bii) may consult with legal counsel (including counsel for the Borrower), independent public accountants, accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants, accountants or experts; (ciii) makes no warranty or representation to any Lender Bank and shall not be responsible to any Lender Bank for any statements, warranties, warranties or representations (whether written or oral) made in or in connection with this Agreement any Loan Document or the any other Loan Documentsinstrument or document furnished pursuant hereto or in connection herewith; (div) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement any Loan Document or any other Loan Document instrument or document furnished pursuant hereto or in connection herewith on the part of the Borrower or its Subsidiaries or to inspect the Property property (including the books and records) of the Borrower or its SubsidiariesBorrower; (ev) shall not be responsible to any Lender Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of this Agreement any Loan Document or any other Loan Documentinstrument or document furnished pursuant hereto or in connection herewith; and (fvi) shall incur no liability under or in respect of this Agreement any Loan Document, except for its own gross negligence or any other Loan Document willful misconduct, by acting upon any notice, consent, certificate, certificate or other instrument or writing (which may be by telecopier telecopier, telegram, cable or telex) believed by it to be genuine and signed signed, given or sent by the proper party or parties.

Administrative Agent’s Reliance, Etc. Neither Notwithstanding any other provisions of this Agreement or any other Loan Documents, neither the Administrative Agent nor any of its directors, officers, agents, employees or employees counsel shall be liable for any action taken or omitted to be taken (INCLUDING THE ADMINISTRATIVE AGENT’S OWN NEGLIGENCE) by it or them under or in connection with this Agreement or the other Loan DocumentsAgreement, except for to the extent found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from its or their own gross negligence or willful misconduct. Without limitation of limiting the generality of the foregoing, the Administrative Agent: (a) may treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Administrative Agent; (b) may consult with legal counsel (including its own counsel or counsel for the BorrowerParent, the Borrower or any other Subsidiary), independent public accountants, accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants, accountants or experts; (c) makes no warranty or representation to any Lender or any other Person and shall not be responsible to any Lender or any other Person for any statements, warranties, warranties or representations made by any Person in or in connection with this Agreement or the any other Loan DocumentsDocument; (d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of any of this Agreement or any other Loan Document or the satisfaction of any conditions precedent under this Agreement or any Loan Document on the part of the Borrower or its Subsidiaries or to inspect the Property (including the books and records) of Parent, the Borrower or its Subsidiariesother Persons or inspect the property, books or records of the Parent, the Borrower or any other Person; (e) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of this Agreement or any other Loan Document, any other instrument or document furnished pursuant thereto or any collateral covered thereby or the perfection or priority of any Lien in favor of the Administrative Agent on behalf of the Lenders in any such collateral; and (f) shall incur no liability under or in respect of this Agreement or any other Loan Document by acting upon any notice, consent, certificate, certificate or other instrument or writing (which may be by telecopier telephone or telextelecopy) believed by it to be genuine and signed signed, sent or sent given by the proper party or parties.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents, agents or employees shall be liable for any action taken or omitted to be taken (INCLUDING THE ADMINISTRATIVE AGENT’S OWN NEGLIGENCE) by it or them under or in connection with this Agreement or the other any Loan DocumentsDocument, except for its or their own gross negligence or willful misconduct. The duties of the Administrative Agent shall be mechanical and administrative in nature; the Administrative Agent shall not have, by reason of this Agreement or any other Loan Document, a fiduciary relationship in respect of any Lender or the holder of any Note; and nothing in this Agreement or any other Loan Document, expressed or implied, is intended or shall be so construed as to impose upon the Administrative Agent any obligations in respect of this Agreement or any other Loan Document except as expressly set forth herein. Without limitation of the generality of the foregoing, the Administrative Agent: (a) may treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Administrative Agent; (b) may consult with legal counsel (including counsel for the Borrower), independent public accountants, accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants, accountants or experts; (c) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties, warranties or representations made in or in connection with this Agreement or the other any Loan DocumentsDocument; (d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any other Loan Document on the part of the Borrower or its Subsidiaries or to inspect the Property property (including the books and records) of the Borrower or its SubsidiariesBorrower; (e) shall not be responsible to any Lender for the due execution (other than the Administrative Agent’s own due execution), legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of this Agreement any Loan Document or any other Loan Documentinstrument or document furnished pursuant hereto; and (f) shall incur no liability under or in respect of this Agreement or any other Loan Document by acting upon any notice, consent, certificate, certificate or other instrument or writing (which may be by telecopier or telex) telecopier), believed by it to be genuine and signed or sent by the proper party or parties.. MIAMI/4210166.14