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 such Person’s own negligence) by it or them under or in connection with this Agreement or the other 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 Bank and shall not be responsible to any Bank for any statements, warranties or representations made in or in connection with this Agreement or the other 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 Credit Document on the part of the Parent, the Borrower or their Subsidiaries or to inspect the property (including the books and records) of the Borrower or its Subsidiaries; (e) shall not be responsible to any Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Credit Document; and (f) shall incur no liability under or in respect of this Agreement or any other Credit Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by 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 Agent, nor any of its directors, officers, agents agents, employees, Affiliates, or employees representatives shall be liable for any action taken or omitted to be taken (including such Person’s own negligence) by it or them under or in connection with this Agreement or the any other Credit DocumentsLoan Paper, 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 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 accountants, or experts; (c) makes no warranty or representation to any Bank Lender and shall not be responsible to any Bank Lender for any statements, warranties warranties, or representations made in or in connection with this Agreement or the any other Credit DocumentsLoan Papers; (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 Credit Document Loan Papers on the part of the Parent, the Borrower Company or their its Subsidiaries or to inspect the property Property (including the books and records) of the Borrower Company or its Subsidiaries; (e) shall not be responsible to any Bank Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency sufficiency, or value of this Agreement Agreement, any other Loan Papers, or any other Credit Documentinstrument or document furnished pursuant hereto; and (f) shall incur no liability under or in respect of this Agreement or any other Credit Document Loan Papers by acting upon any notice, consent, certificate certificate, or other instrument or writing (which may be by 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 Agent, nor any of its directors, officers, agents agents, employees, or employees representatives shall be liable for any action taken or omitted to be taken (including such Person’s own negligence) by it or them under or in connection with this Agreement or the any other Credit DocumentsLoan Paper, 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 its Subsidiaries), independent public accountants 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 accountants, or experts; (c) makes no warranty or representation to any Bank Lender and shall not be responsible to any Bank Lender for any statements, warranties warranties, or representations made in or in connection with this Agreement or the any other Credit DocumentsLoan Papers; (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 Credit Document Loan Papers on the part of the Parent, the Borrower any Obligor or their its Subsidiaries or to inspect the property Property (including the books and records) of the Borrower any Obligor or its Subsidiaries; (e) shall not be responsible to any Bank Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency sufficiency, or value of this Agreement Agreement, any other Loan Papers, or any other Credit Documentinstrument or document furnished pursuant hereto; and (f) shall incur no liability under or in respect of this Agreement or any other Credit Document Loan Papers by acting upon any notice, consent, certificate certificate, or other instrument or writing (which may be by 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 such Person’s own negligence) by it or them under or in connection with this Agreement or the other 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 Bank Lender and shall not be responsible to any Bank Lender for any statements, warranties or representations made in or in connection with this Agreement or the other 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 Credit Document on the part of the Parent, the Borrower or their Subsidiaries or to inspect the property (including the books and records) of the Borrower or its Subsidiaries; (e) shall not be responsible to any Bank Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Credit Document; and (f) shall incur no liability under or in respect of this Agreement or any other Credit Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by 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 Agent, nor any of its directors, officers, agents agents, employees, or employees representatives shall be liable for any action taken or omitted to be taken (including such Person’s own negligence) by it or them under or in connection with this Agreement or the any other Credit DocumentsLoan Paper, 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 BorrowerBorrowers or any of their Subsidiaries), independent public accountants 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 accountants, or experts; (c) makes no warranty or representation to any Bank Lender and shall not be responsible to any Bank Lender for any statements, warranties warranties, or representations made in or in connection with this Agreement or the any other Credit DocumentsLoan Papers; (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 Credit Document Loan Papers on the part of the Parent, the Borrower or Borrowers and their Subsidiaries or to inspect the property Property (including the books and records) of the Borrower Borrowers or its their Subsidiaries; (e) shall not be responsible to any Bank Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency sufficiency, or value of this Agreement Agreement, any other Loan Papers, or any other Credit Documentinstrument or document furnished pursuant hereto; and (f) shall incur no liability under or in respect of this Agreement or any other Credit Document Loan Papers by acting upon any notice, consent, certificate certificate, or other instrument or writing (which may be by 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 such Person’s own negligence) by it or them under or in connection with this Agreement or the other Credit Documentsany Loan Document, except for its or their own gross negligence or willful wilful 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 assignee, as provided in form satisfactory to the Administrative AgentSection 10.07; (bii) 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; (ciii) makes no warranty or representation to any Bank Lender and shall not be (nor shall the Arranger be) responsible to any Bank Lender for any statements, warranties or representations made in or in connection with this Agreement or the other Credit Documentsany Loan Document; (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 Credit Loan Document on the part of the ParentBorrower to be performed or observed, the Borrower or their Subsidiaries or to inspect the any property (including the books and records) of the Borrower or its SubsidiariesBorrower; (ev) shall not be responsible to any Bank Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement any Loan Document, Significant Contract or any other Credit Documentinstrument or document furnished pursuant hereto; and (fvi) shall incur no liability under or in respect of this Agreement or any other Credit Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by 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 such Person’s own negligence) by it or them under or in connection with this Agreement or the other 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 Bank Lender and shall not be responsible to any Bank Lender for any statements, warranties or representations made in or in connection with this Agreement or the other 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 Credit Document on the part of the ParentBorrower, the Borrower Parent or their respective Subsidiaries or to inspect the property (including the books and records) of the Borrower Borrower, the Parent or its their respective Subsidiaries; (e) shall not be responsible to any Bank Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Credit DocumentDocument 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 Credit Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by 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 such Person’s 's own negligence) by it or them under or in connection with this Agreement or the other 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 Bank and shall not be responsible to any Bank for any statements, warranties or representations made in or in connection with this Agreement or the other 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 Credit Document on the part of the Parent, the Borrower or their Subsidiaries or to inspect the property (including the books and records) of the Borrower or its Subsidiaries; (e) shall not be responsible to any Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Credit Document; and (f) shall incur no liability under or in respect of this Agreement or any other Credit Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by 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 Affiliates nor any of their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken (including such Person’s own negligence) by it or them under or in connection with this Agreement or the other Credit Loan Documents, except for damages caused by 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)counsel, 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 Bank Lender and shall not be responsible to any Bank Lender for any statements, warranties or representations made in or in connection with this Agreement or the other Credit 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 Credit Document Loan Documents on the part of the Parent, the any Borrower or their Subsidiaries or to inspect the property Collateral (including the books and records) of the Borrower or its Subsidiaries); (e) shall not be responsible to any Bank Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or the other Loan Documents or any other Credit 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 Credit Document Loan Documents by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopiertelecopy, 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 such Personthe Administrative Agent’s own negligence) by it or them under or in connection with this Agreement or the other Credit 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 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; (c) makes no warranty or representation to any Bank Lender and shall not be responsible to any Bank Lender for any statements, warranties warranties, or representations made in or in connection with this Agreement or the other Credit Loan Documents; (d) shall not not, except with respect to Administrative Agent’s receipt of payments due hereunder, 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 Credit Loan Document on the part of the Parent, the Borrower or their Subsidiaries any Credit Party or to inspect the property (including the books and records) of the Borrower or its Subsidiariesany Credit Party; (e) shall not be responsible to any Bank Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency sufficiency, or value of this Agreement or any other Credit Loan Document; and (f) shall incur no liability under or in respect of this Agreement or any other Credit Loan Document by acting upon any notice, consent, certificate certificate, or other instrument or writing (which may be by telecopier, telegram, cable 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 such Person’s own negligence) by it or them under or in connection with this Agreement or the other Credit 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 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; (ciii) makes no warranty or representation to any Bank and shall not be responsible to any Bank for any statements, warranties or representations made in or in connection with this Agreement or the other Credit 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 Credit Document on the part of the Parent, the any Borrower or their Subsidiaries or to inspect the property (including the books and records) of the any Borrower or any of its Subsidiariessubsidiaries; (ev) shall not be responsible to any Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Credit Documentinstrument or document furnished pursuant hereto; and (fvi) shall incur no liability under or in respect of this Agreement or any other Credit Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by 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 Affiliates nor any of their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken (including such Person’s own negligence) by it or them under or in connection with this Agreement or the other Credit Loan Documents, except for damages caused by 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)counsel, 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 Bank Lender and shall not be responsible to any Bank Lender for any statements, warranties or representations made in or in connection with this Agreement or the other Credit 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 Credit Document Loan Documents on the part of the Parent, the Borrower or their Subsidiaries the Guarantors or to inspect the property Collateral (including the books and records) of the Borrower or its SubsidiariesBorrower; (e) shall not be responsible to any Bank Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or the other Loan Documents or any other Credit 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 Credit Document Loan Documents by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopiere-mail, 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 or employees shall be liable for any action taken or omitted to be taken (including such Person’s 's own negligence) by it or them under or in connection with this Agreement or the other 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 Bank and shall not be responsible to any Bank for any statements, warranties or representations made in or in connection with this Agreement or the other 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 Credit Document on the part of the Parent, the Borrower or their Subsidiaries or to inspect the property (including the books and records) of the Borrower or its Subsidiaries; (e) shall not be responsible to any Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Credit Document; and (f) shall incur no liability under or in respect of this Agreement or any other Credit Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by 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 such Person’s own negligence) by it or them under or in connection with this Agreement or the other Credit Documentsany Loan Document, 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 assignee, as provided in form satisfactory to the Administrative AgentSection 10.07; (bii) 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; (ciii) makes no warranty or representation to any Bank Lender and shall not be responsible to any Bank Lender for any statements, warranties or representations made in or in connection with this Agreement or the other Credit Documentsany Loan Document; (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 Credit Loan Document on the part of the ParentBorrower to be performed or observed, the Borrower or their Subsidiaries or to inspect the any property (including the books and records) of the Borrower or its SubsidiariesBorrower; (ev) shall not be responsible to any Bank Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement any Loan Document or any other Credit Documentinstrument or document furnished pursuant hereto; and (fvi) shall incur no liability under or in respect of this Agreement or any other Credit Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by 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 Affiliates nor any of their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken (including such Person’s own negligence) by it or them under or in connection with this Agreement or the other Credit Loan Documents, except for damages caused by 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)counsel, 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 Bank Lender and shall not be responsible to any Bank Lender for any statements, warranties or representations made in or in connection with this Agreement or the other Credit 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 Credit Document Loan Documents on the part of the Parent, the Borrower or their 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 Bank Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or the other Loan Documents or any other Credit 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 Credit Document Loan Documents by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopiertelecopy, 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 such Personthe Administrative Agent’s own negligence) by it or them under or in connection with this Agreement or the other 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 Bank and shall not be responsible to any Bank for any statements, warranties warranties, or representations made in or in connection with this Agreement or the other 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 Credit Document on the part of the Parent, the Borrower or their Subsidiaries the Guarantors or to inspect the property (including the books and records) of the Borrower or its Subsidiariesthe Guarantors; (e) shall not be responsible to any Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency sufficiency, or value of this Agreement or any other Credit Document; and (f) shall incur no liability under or in respect of this Agreement or any other Credit Document by acting upon any notice, consent, certificate certificate, or other instrument or writing (which may be by facsimile, 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 Affiliates nor any of their respective directors, officers, agents or employees shall be liable to any Lender for any action taken or omitted to be taken (including such Person’s own negligence) by it or them under or in connection with this Agreement or the other Credit Loan Documents, except for damages caused by 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)counsel, 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 Bank Lender and shall not be responsible to any Bank Lender for any statements, warranties or representations made in or in connection with this Agreement or the other Credit 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 Credit Document Loan Documents on the part of the Parent, the any Borrower or their Subsidiaries or to inspect the property Collateral (including the books and records) of the Borrower or its Subsidiaries); (e) shall not be responsible to any Bank Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or the other Loan Documents or any other Credit 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 Credit Document Loan Documents by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopiertelecopy, 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 Agent, nor any of its directors, officers, agents agents, employees, Affiliates, or employees representatives shall be liable for any action taken or omitted to be taken (including such Person’s own negligence) by it or them under or in connection with this Agreement or the any other Credit DocumentsLoan Paper, 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 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 accountants, or experts; (c) makes no warranty or representation to any Bank Lender and shall not be responsible to any Bank Lender for any statements, warranties warranties, or -61- representations made in or in connection with this Agreement or the any other Credit DocumentsLoan Papers; (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 Credit Document Loan Papers on the part of the Parent, the Borrower Company or their its Subsidiaries or to inspect the property Property (including the books and records) of the Borrower Company or its Subsidiaries; (e) shall not be responsible to any Bank Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency sufficiency, or value of this Agreement Agreement, any other Loan Papers, or any other Credit Documentinstrument or document furnished pursuant hereto; and (f) shall incur no liability under or in respect of this Agreement or any other Credit Document Loan Papers by acting upon any notice, consent, certificate certificate, or other instrument or writing (which may be by 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 such Person’s own negligence) by it or them under or in connection with this Agreement or the other Credit 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 Bank Lender and shall not be responsible to any Bank Lender for any statements, warranties or representations made in or in connection with this Agreement or the other Credit 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 Credit Loan Document on the part of the ParentBorrower, the Borrower a Principal or their Subsidiaries respective Affiliates or to inspect the property (including the books and records) of the Borrower Borrower, a Principal or its Subsidiariestheir respective Affiliates; (e) shall not be responsible to any Bank Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Credit DocumentLoan Document 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 Credit Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by 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 such Person’s the Administrative Agent's own negligence) by it or them under or in connection with this Agreement or the other 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 Bank and shall not be responsible to any Bank for any statements, warranties or representations made in or in connection with this Agreement or the other 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 Credit Document on the part of the Parent, the Borrower or their 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 Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Credit Document; and (f) shall incur no liability under or in respect of this Agreement or any other Credit Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by 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 such Person’s own negligence) by it or them under or in connection with this Agreement or the other Credit 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 receives written notice and accepts an Assignment and Acceptance entered into by the Bank which is the payee of the assignment or transfer thereof signed by such payee Note, as assignor, and an assignee as provided in form satisfactory to the Administrative AgentSection 8.07; (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 Bank and shall not be responsible to any Bank for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Credit DocumentsAgreement; (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 Credit Document on the part of the Parent, the any Borrower or their Subsidiaries or to inspect the property Property (including the books and records) of the any Borrower or its any of their Subsidiaries; (e) shall not be responsible to any Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Credit Documentinstrument or document furnished pursuant hereto; and (f) shall incur no liability under or in respect of this Agreement or any other Credit Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopier, telegram, cable or telex) believed by it to be genuine and signed or sent by the proper party or parties.Credit Agreement ----------------

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 such Personthe Administrative Agent’s own negligence) by it or them under or in connection with this Agreement or the other 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 Bank and shall not be responsible to any Bank for any statements, warranties or representations made in or in connection with this Agreement or the other 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 Credit Document on the part of the Parent, the Borrower or their 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 Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Credit Document; and (f) shall incur no liability under or in respect of this Agreement or any other Credit Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by 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 affiliates nor any of their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken (including such Person’s own negligence) by it or them under or in connection with this Agreement or the other Credit Transaction 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 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 or experts; (c) makes no warranty or representation to any Bank Lender and shall not be responsible to any Bank Lender for any statements, warranties or representations made in or in connection with this Agreement or the other Credit Transaction 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 Credit Document Transaction Documents on the part of the Parent, the Borrower or their Subsidiaries or to inspect the property Collateral (including the books and records) of the Borrower or its Subsidiaries); (e) shall not be responsible to any Bank Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or the other Transaction Documents or any other Credit 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 Credit Document Transaction Documents by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopiertelecopy, 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 Affiliates nor any of their respective directors, officers, agents or employees shall be liable to any Lender for any action taken or omitted to be taken (including such Person’s own negligence) by it or them under or in connection with this Agreement or the other Credit Loan Documents, except for damages caused by 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)counsel, 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 Bank Lender and shall not be responsible to any Bank Lender for any statements, warranties or representations made in or in connection with this Agreement or the other Credit 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 Credit Document Loan Documents on the part of the Parent, the any Borrower or their Subsidiaries or to inspect the property Collateral (including the books and records) of the Borrower or its Subsidiaries); (e) shall not be responsible to any Bank Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or the other Loan Documents or any other Credit 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 Credit Document Loan Documents by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopiertelecopy, 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. (a) Neither the Administrative Agent nor any of its Affiliates or any of their respective directors, officers, agents or employees shall (i) be liable for any action taken or omitted to be taken (including such Person’s own negligence) by it or them under or in connection with this Agreement or the any other Credit DocumentsLoan Document, except for its or their own gross negligence or willful misconduct. misconduct (as determined by a final, non-appealable judgment of a court of competent jurisdiction) or (ii) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by the Borrower or any officer thereof contained in this Agreement or any other Loan Document or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Agreement or any other Loan Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or for any failure of the Borrower to perform its obligations hereunder or thereunder. (b) The Administrative Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof (stating that it is a “notice of default”) is given to the Administrative Agent by the Borrower or a Lender, and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document delivered thereunder or in connection therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Loan Document or the occurrence of any Default, (iv) the sufficiency, validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document or (v) the satisfaction of any condition set forth in ‎Article 4 or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent or satisfaction of any condition that expressly refers to the matters described therein being acceptable or satisfactory to the Administrative Agent. (c) 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, as assignor, and an Eligible Assignee, as assignee, as provided in ‎Section 9.06; (ii) may rely on the assignment or transfer thereof signed by such payee and in form satisfactory Register to the Administrative Agentextent set forth in ‎Section 9.06(e); (biii) 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; (civ) makes no warranty or representation to any Bank Lender and shall not be responsible to any Bank Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or the any other Credit DocumentsLoan Document; (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 other Credit Loan Document on the part of the ParentBorrower, as to the financial position of the Borrower or their Subsidiaries as to the existence or possible existence of any Default or to inspect the property (including the books and records) of the Borrower or any of its Subsidiaries; (evi) shall not be responsible to any Bank Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Credit Documentinstrument or document furnished pursuant hereto; (vii) in determining compliance with any condition hereunder to the making of a Loan, that by its terms must be fulfilled to the satisfaction of a Lender, may presume that such condition is satisfactory to such Lender unless the Administrative Agent shall have received notice to the contrary from such Lender sufficiently in advance of the making of such Loan and (fviii) shall be entitled to rely on, and shall incur no liability under or in respect of this Agreement or any other Credit Loan Document by acting upon upon, any notice, consent, certificate or other instrument or writing (which may be by telecopierfacsimile transmission, telegramInternet or intranet website posting, cable any electronic messaging system or telexother distribution) believed by it to be genuine and signed signed, sent or sent otherwise authenticated 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 such Person’s 's own negligence) by it or them under or in connection with this Agreement or the other 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 Bank Lender and shall not be responsible to any Bank Lender for any statements, warranties or representations made in or in connection with this Agreement or the other 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 Credit Document on the part of the ParentBorrower, the Borrower Parent or their respective Subsidiaries or to inspect the property (including the books and records) of the Borrower Borrower, the Parent or its their respective Subsidiaries; (e) shall not be responsible to any Bank Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Credit DocumentDocument 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 Credit Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by 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 such Person’s own negligence) by it or them under or in connection with this Agreement or the other Credit 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 receives written notice and accepts an Assignment and Acceptance entered into by the Bank which is the payee of the assignment or transfer thereof signed by such payee Note, as assignor, and an assignee as provided in form satisfactory to the Administrative AgentSection 8.07; (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 Bank and shall not be responsible to any Bank for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Credit DocumentsAgreement; (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 Credit Document on the part of the Parent, the any Borrower or their Subsidiaries or to inspect the property Property (including the books and records) of the any Borrower or its any of their Subsidiaries; (e) shall not be responsible to any Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Credit Documentinstrument or document furnished pursuant hereto; and (f) shall incur no liability under or in respect of this Agreement or any other Credit Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by 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 Agent, nor any of its directors, officers, agents agents, employees, or employees representatives shall be liable for any action taken or omitted to be taken (including such Person’s own negligence) by it or them under or in connection with this Agreement or the any other Credit DocumentsLoan Paper, 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 their 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 Bank Lender and shall not be responsible to any Bank Lender for any statements, warranties or representations made in or in connection with this Agreement or the any other Credit DocumentsLoan Papers; (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 Credit Document Loan Papers on the part of the ParentBorrower, the Borrower Parent or their Subsidiaries or to inspect the property Property (including the books and records) of the Borrower Borrower, the Parent or its their Subsidiaries; (e) shall not be responsible to any Bank Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement Agreement, any other Loan Papers, or any other Credit Documentinstrument or document furnished pursuant hereto; and (f) shall incur no liability under or in respect of this Agreement or any other Credit Document Loan Papers by acting upon any notice, consent, certificate or other instrument or writing (which may be by 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 Affiliates nor any of their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken (including such Person’s own negligence) by it or them under or in connection with this Agreement or the other Credit Loan Documents, except for damages solely caused by its or their own gross negligence or willful misconductmisconduct as finally determined by a court of competent jurisdiction. 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 Borrower)counsel, independent public chartered 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 Bank Lender and shall not be responsible to any Bank Lender for any statements, warranties or representations made in or in connection with this Agreement or the other Credit 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 Credit Document Loan Documents on the part of the Parent, the Borrower or their 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 Bank Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or the other Loan Documents or any other Credit 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 Credit Document Loan Documents by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopier, telegram, cable email 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 Agent, nor any of its directors, officers, agents agents, employees, Affiliates, or employees representatives shall be liable for any action taken or omitted to be taken (including such Person’s own negligence) by it or them under or in connection with this Agreement or the any other Credit DocumentsLoan Paper, 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 -59- legal counsel (including counsel for the BorrowerCompany or any of its Subsidiaries), independent public accountants 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 accountants, or experts; (c) makes no warranty or representation to any Bank Lender and shall not be responsible to any Bank Lender for any statements, warranties warranties, or representations made in or in connection with this Agreement or the any other Credit DocumentsLoan Papers; (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 Credit Document Loan Papers on the part of the Parent, the Borrower Company or their its Subsidiaries or to inspect the property Property (including the books and records) of the Borrower Company or its Subsidiaries; (e) shall not be responsible to any Bank Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency sufficiency, or value of this Agreement Agreement, any other Loan Papers, or any other Credit Documentinstrument or document furnished pursuant hereto; and (f) shall incur no liability under or in respect of this Agreement or any other Credit Document Loan Papers by acting upon any notice, consent, certificate certificate, or other instrument or writing (which may be by telecopier, telegram, cable or telex) believed by it to be genuine and signed or sent by the proper party or parties.