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

Administrative Agent’s Reliance, Etc. None of the Administrative Agent, any of its Affiliates or any of their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it, him, her or them under or in connection with this Agreement or the other Loan Documents, except to the extent such claim, damage, loss, liability or 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 misconduct of such person. Without limiting the foregoing, the Administrative 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 Register to the extent set forth in Section 2.05 and Section 10.04(b), (c) may consult with legal counsel (including counsel to the Borrowers or any other Restricted Group Member), 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, (d) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations made by or on behalf of any Restricted Group Member in or in connection with this Agreement or any other Loan Document, (e) shall not have any duty to ascertain or to inquire either as to the performance or observance of any term, covenant or condition of this Agreement or any other Loan Document, as to the financial condition of any Restricted Group Member 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 or other instrument or writing (which writing may be a telecopy or electronic 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. None of Neither the Administrative Agent, Agent nor any of its Affiliates or any of their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it, him, her it or them under or in connection with this Agreement or the other any Loan DocumentsDocument, except to the extent such claim, damage, loss, liability for its or expense is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted primarily from the their own gross negligence or willful misconduct of such personwilful misconduct. Without limiting limitation of the generality of the foregoing, the Administrative Agent Agent: (ai) may treat the payee of any Note as its the holder thereof until the Administrative Agent receives and accepts a Lender Assignment entered into by the Lender which is the payee of such Note has been assigned in accordance with Section 10.04Note, (b) may rely on the Register to the extent set forth as assignor, and an assignee, as provided in Section 2.05 and Section 10.04(b), 10.07; (cii) may consult with legal counsel (including counsel to for the Borrowers or any other Restricted Group MemberBorrower), 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, ; (diii) 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 or representations made by or on behalf of any Restricted Group Member in or in connection with this Agreement or any other Loan Document, ; (eiv) shall not have any duty to ascertain or to inquire either as to the performance or observance of any termof the terms, covenant covenants or condition conditions of this Agreement any Loan Document on the part of the Borrower to be performed or observed, or to inspect any property (including the books and records) of the Borrower; (v) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of any Loan Document, Significant Contract or any other Loan Document, as to the financial condition of any Restricted Group Member instrument or as to the existence or possible existence of any Default or Event of Default 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 or other instrument or writing (which writing may be a telecopy by telegram, cable or electronic mailtelex) 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. None of Neither the Administrative Agent, Agent nor any of its Affiliates or any of their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it, him, her it or them under or in connection with this Agreement or the other any Loan DocumentsDocument, except to the extent such claim, damage, loss, liability for its or expense is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted primarily from the their own gross negligence or willful misconduct of such personmisconduct. Without limiting limitation of the generality of the foregoing, the Administrative Agent Agent: (ai) may treat the payee of any Note as its the holder thereof until the Administrative Agent receives and accepts a Lender Assignment entered into by the Lender which is the payee of such Note has been assigned in accordance with Section 10.04Note, (b) may rely on the Register to the extent set forth as assignor, and an assignee, as provided in Section 2.05 and Section 10.04(b), 10.07; (cii) may consult with legal counsel (including counsel to for the Borrowers or any other Restricted Group MemberBorrower), 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, ; (diii) 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 or representations made by or on behalf of any Restricted Group Member in or in connection with this Agreement or any other Loan Document, ; (eiv) shall not have any duty to ascertain or to inquire either as to the performance or observance of any termof the terms, covenant covenants or condition conditions of this Agreement any Loan Document on the part of the Borrower to be performed or observed, or to inspect any property (including the books and records) of the Borrower; (v) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of any Loan Document or any other Loan Document, as to the financial condition of any Restricted Group Member instrument or as to the existence or possible existence of any Default or Event of Default 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 or other instrument or writing (which writing may be a telecopy or electronic mailby facsimile) 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. None of Neither the Administrative Agent, Agent nor any of its Affiliates or any of their respective directors, officers, agents or employees shall be liable to any Lender, any Fronting Bank, any Swing Line Lender or the Borrowers for any action taken or omitted to be taken by it, him, her it or them under or in connection with this Agreement or the other Loan DocumentsAgreement, except to the extent such claim, damage, loss, liability for its or expense is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted primarily from the their own gross negligence or willful misconduct of such personmisconduct. Without limiting limitation of the generality of the foregoing, the Administrative Agent Agent: (ai) may treat the payee of any Note as its holder until such Note has been assigned each Lender listed in accordance with Section 10.04, (b) may rely on the Register to as a “Lender” with a Commitment in the extent set forth amount recorded in the Register until the Administrative Agent receives and accepts an Assignment and Assumption entered into by a Lender listed in the Register, as assignor, and the applicable assignee, as provided in Section 2.05 8.08, at which time the Administrative Agent will make such recordations in the Register as are appropriate to reflect the assignment effected by such Assignment and Section 10.04(b), Assumption; (cii) may consult with legal counsel (including counsel to for the Borrowers or any other Restricted Group MemberBorrowers), 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, ; (diii) makes no warranty or representation to any Lender, any Fronting Bank or any Swing Line Lender and shall not be responsible to any Lender, any Fronting Bank or any Swing Line Lender for any statements, warranties or representations (whether written or oral) made by or on behalf of any Restricted Group Member in or in connection with this Agreement or any other the Loan Document, Documents; (eiv) shall not have any duty to ascertain or to inquire either as to the performance or observance of any termof the terms, covenant covenants or condition conditions of this Agreement the Loan Documents on the part of the Borrowers or any other Loan Documentto inspect the property (including the books and records) of the Borrowers, as and, without limiting the foregoing, shall be deemed not to the financial condition of any Restricted Group Member or as to the existence or possible existence have knowledge of any Default or Event of Default unless and until written notice is given by a Lender or a Borrower to the Administrative Agent in accordance with the terms of this Agreement; (v) shall not be responsible to any Lender, any Fronting Bank or any Swing Line Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any other instrument 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 or other instrument or writing (which writing may be a telecopy by telecopier, telegram or electronic mailcable) or any telephone message believed by it in good faith to be genuine and signed or sent by the proper party or parties.

Administrative Agent’s Reliance, Etc. None of Neither the Administrative Agent, Agent nor any of its Affiliates or any of their respective directors, officers, agents or employees shall be liable to any Bank for any action taken or omitted to be taken by it, him, her it or them under or in connection with this Agreement or the other Loan Documents, except to Documents (i) with the extent such claim, damage, loss, liability consent or expense is found at the request of the Required Banks or (ii) in a final, non-appealable judgment by a court the absence of competent jurisdiction to have resulted primarily from the its or their own gross negligence or willful misconduct (it being the express intention of such personthe 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 limiting limitation of the generality of the foregoing, the Administrative Agent Agent: (ai) may treat the payee of any each Note as its the holder thereof until the Administrative Agent receives written notice of the assignment or transfer thereof signed by such Note has been assigned payee and in accordance with Section 10.04, (b) may rely on the Register form satisfactory to the extent set forth in Section 2.05 and Section 10.04(b), Administrative Agent; (cii) may consult with legal counsel (including counsel to the Borrowers or any other Restricted Group Memberfor 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, ; (diii) 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 by or on behalf of any Restricted Group Member in or in connection with this Agreement or any the other Loan DocumentDocuments; (iv) except as otherwise expressly provided herein, (e) shall not have any duty to ascertain or to inquire either as to the performance or observance of any termof the terms, covenant covenants or condition conditions of this Agreement or the other Loan Documents or to inspect the property (including the books and records) of Borrower; (v) shall not be responsible to any Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or the other Loan Documents or any other Loan Document, as to the financial condition of any Restricted Group Member instrument or as to the existence document furnished pursuant hereto or possible existence of any Default or Event of Default 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 or other instrument or writing (which writing may be a telecopy by telegram, telecopier, cable or electronic mailtelex) or any telephone message 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. None of Neither the Administrative Agent, Agent nor any of its Affiliates or any of their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it, him, her it or them under or in connection with this Agreement or the other Loan DocumentsAgreement, except to the extent such claim, damage, loss, liability for its or expense is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted primarily from the their own gross negligence or willful misconduct of such personmisconduct. Without limiting limitation of the generality of the foregoing, the Administrative Agent Agent: (ai) may treat the payee of any Note as its the holder thereof until the Administrative Agent receives and accepts an Assignment and Acceptance entered into by the Lender that is the payee of such Note has been assigned in accordance with Section 10.04Note, (b) may rely on the Register to the extent set forth as assignor, and an assignee, as provided in Section 2.05 and Section 10.04(b), 8.07; (cii) may consult with legal counsel (including counsel to the Borrowers or for any other Restricted Group MemberBorrower), 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, ; (diii) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made by or on behalf of any Restricted Group Member in or in connection with this Agreement or any other Loan Document, Agreement; (eiv) shall not have any duty to ascertain or to inquire either as to the performance or observance of any termof the terms, covenant covenants or condition conditions of this Agreement on the part of any Borrower or to inspect the property (including the books and records) of any Borrower; (v) 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, as to the financial condition of any Restricted Group Member instrument or as to the existence or possible existence of any Default or Event of Default and document furnished pursuant hereto; (fvi) 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 writing may be a telecopy or electronic mailby telecopier) or any telephone message believed by it to be genuine and signed or sent by the proper party or parties; and (vii) shall be deemed not to have knowledge of any Default (other than a failure to pay any principal or interest on the due date therefor) unless and until written notice thereof is given to the Administrative Agent by the Company or a Lender.

Administrative Agent’s Reliance, Etc. None of Neither the Administrative Agent, any of its Affiliates or Agents nor any of their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it, him, her it or them under or in connection with this Agreement or the other Loan DocumentsAgreement, except to the extent such claim, damage, loss, liability for its or expense is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted primarily from the their own gross negligence or willful misconduct of such personmisconduct. Without limiting limitation of the generality of the foregoing, the Administrative Agent Agents: (a) may treat the payee Lender that made any Advance as the holder of any Note the Debt resulting therefrom until JPMCB, as its holder until Administrative Agent, receives and accepts an Assignment and Acceptance entered into by such Note has been assigned Lender, as assignor, and an Eligible Assignee, as assignee, as provided in accordance with Section 10.04, 8.07; (b) may rely on the Register to the extent set forth in Section 2.05 and Section 10.04(b), (c) may consult with legal counsel (including counsel to the Borrowers or any other Restricted Group Memberfor Altria), 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, ; (dc) makes make no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made by or on behalf of any Restricted Group Member in or in connection with this Agreement or any other Loan Document, Agreement; (ed) shall not have any duty to ascertain or to inquire either as to the performance or observance of any termof the terms, covenant covenants or condition conditions of this Agreement on the part of Altria or to inspect the property (including the books and records) of Altria; (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, as to the financial condition of any Restricted Group Member instrument or as to the existence or possible existence of any Default or Event of Default and 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 or other instrument or writing (which writing may be a telecopy by telecopier, telegram or electronic mailtelex) 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. None of Neither the Administrative Agent, Agent nor any of its Affiliates or any of their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it, him, her it or them under or in connection with this Agreement or the other any Loan DocumentsDocument, except to the extent such claim, damage, loss, liability for its or expense is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted primarily from the their own gross negligence or willful misconduct of such personwilful misconduct. Without limiting limitation of the generality of the foregoing, the Administrative Agent Agent: (ai) may treat the payee of any Note as its the holder thereof until the Administrative Agent receives and accepts a Lender Assignment entered into by the Lender which is the payee of such Note has been assigned in accordance with Section 10.04Note, (b) may rely on the Register to the extent set forth as assignor, and an assignee, as provided in Section 2.05 and Section 10.04(b), 10.7; (cii) may consult with legal counsel (including counsel to for the Borrowers or any other Restricted Group MemberBorrower), 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, ; (diii) 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 or representations made by or on behalf of any Restricted Group Member in or in connection with this Agreement or any other Loan Document, Documents; (eiv) shall not have any duty to ascertain or to inquire either as to the performance or observance of any termof the terms, covenant covenants or condition conditions of this Agreement any Loan Document on the part of the Borrower to be performed or observed, or to inspect any property (including the books and records) of the Borrower; (v) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of any Loan Document, Significant Contract or any other Loan Document, as to the financial condition of any Restricted Group Member instrument or as to the existence or possible existence of any Default or Event of Default 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 or other instrument or writing (which writing may be a telecopy by telegram, cable or electronic mailtelex) 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. None of Neither the Administrative Agent, Agent nor any of its Affiliates or any of their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it, him, her it or them under or in connection with this Agreement or the other any Loan DocumentsDocument, except to the extent such claim, damage, loss, liability for its or expense is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted primarily from the their own gross negligence or willful misconduct of such personwilful misconduct. Without limiting limitation of the generality of the foregoing, the Administrative Agent Agent: (ai) may treat the payee of any Note as its the holder thereof until the Administrative Agent receives and accepts a Lender Assignment entered into by the Lender which is the payee of such Note has been assigned in accordance with Section 10.04Note, (b) may rely on the Register to the extent set forth as assignor, and an assignee, as provided in Section 2.05 and Section 10.04(b), 10.07; (cii) may consult with legal counsel (including counsel to for the Borrowers or any other Restricted Group MemberBorrower), 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, ; (diii) 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 or representations made by or on behalf of any Restricted Group Member in or in connection with this Agreement or any other Loan Document, ; (eiv) shall not have any duty to ascertain or to inquire either as to the performance or observance of any termof the terms, covenant covenants or condition conditions of this Agreement any Loan Document on the part of the Borrower to be performed or observed, or to inspect any property (including the books and records) of the Borrower; (v) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of any Loan Document, Significant Contract or any other Loan Document, as to the financial condition of any Restricted Group Member instrument or as to the existence or possible existence of any Default or Event of Default document furnished pursuant hereto; and (f) g. 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 writing may be a telecopy by telegram, cable or electronic mailtelex) 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. None of Neither the Administrative Agent, Agent nor any of its Affiliates or any of their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it, him, her it or them under or in connection with this Agreement or the other Loan Documents, except to the extent such claim, damage, loss, liability for its or expense is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted primarily from the their own gross negligence or willful misconduct of such personmisconduct. Without limiting limitation of the generality of the foregoing, the Administrative Agent (ai) may treat the payee of any Note as its the holder thereof until the Administrative Agent receives and accepts an Assignment and Acceptance entered into by the Lender that is the payee of such Note has been assigned in accordance with Section 10.04Note, (b) may rely on the Register to the extent set forth as assignor, and an assignee, as provided in Section 2.05 and Section 10.04(b), 10.07; (cii) may consult with legal counsel (including counsel to the Borrowers or for any other Restricted Group MemberObligor), 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, ; (diii) makes no warranty or representation to any Lender the Issuing Banks or the Lenders and shall not be responsible to any Lender of them for any statements, warranties or representations made by or on behalf of any Restricted Group Member in or in connection with this Agreement or any other the Loan Document, Documents; (eiv) shall not have any duty to ascertain or to inquire either as to the performance or observance of any termof the terms, covenant covenants or condition conditions of this Agreement any Loan Document on the part of any Obligor or to inspect the property (including the books and records) of any Obligor; (v) shall not be responsible to the Issuing Banks or the Lenders for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of any Loan Document or any other Loan Document, as to the financial condition of any Restricted Group Member instrument or as to the existence or possible existence of any Default or Event of Default 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 or other instrument or writing (which writing may be a telecopy by telegram, telecopy, cable or electronic mailtelex) 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. None of Neither the Administrative Agent, Agent nor any of its Affiliates or any of their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it, him, her it or them under or in connection with this Agreement or the other Loan Documents, except to the extent such claim, damage, loss, liability for its or expense is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted primarily from the their own gross negligence or willful misconduct of such personmisconduct. Without limiting limitation of the generality of the foregoing, the Administrative Agent (ai) may treat the payee of any Note as its the holder thereof until the Administrative Agent receives and accepts an Assignment and Acceptance entered into by the Lender that is the payee of such Note has been assigned in accordance with Section 10.04Note, (b) may rely on the Register to the extent set forth as assignor, and an Eligible Assignee, as assignee, as provided in Section 2.05 and Section 10.04(b), 10.07; (cii) may consult with legal counsel (including counsel to the Borrowers or for any other Restricted Group MemberObligor), 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 them in accordance with the advice of such counsel, accountants or experts, ; (diii) makes no warranty or representation to any Issuing Bank or Lender and shall not be responsible to any Lender of them for any statements, warranties or representations made by or on behalf of any Restricted Group Member in or in connection with this Agreement or any other the Loan Document, Documents; (eiv) shall not have any duty to ascertain or to inquire either as to the performance or observance of any termof the terms, covenant covenants or condition conditions of this Agreement any Loan Document on the part of any Obligor or to inspect the property (including the books and records) of any Obligor; (v) shall not be responsible to any Issuing Bank or Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of any Loan Document or any other Loan Document, as to the financial condition of any Restricted Group Member instrument or as to the existence or possible existence of any Default or Event of Default 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 or other instrument or writing (which writing may be a telecopy by telegram, telecopy, cable or electronic mailtelex) 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. None of Neither the Administrative Agent, Agent nor any of its Affiliates or any of their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it, him, her it or them under or in connection with this Agreement or the other any Loan DocumentsDocument, except to the extent such claim, damage, loss, liability for its or expense is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted primarily from the their own gross negligence or willful misconduct of such personwilful misconduct. Without limiting limitation of the generality of the foregoing, the Administrative Agent Agent: (ai) may treat the payee of any Note as its the holder thereof until the Administrative Agent receives and accepts a Lender Assignment entered into by the Lender which is the payee of such Note has been assigned in accordance with Section 10.04Note, (b) may rely on the Register to the extent set forth as assignor, and an assignee, as provided in Section 2.05 and Section 10.04(b), 10.07; (cii) may consult with legal counsel (including counsel to for the Borrowers or any other Restricted Group MemberBorrower), 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, ; (diii) makes no warranty or representation to any Lender and shall not be (nor shall any Arranger be) responsible to any Lender for the Information Memorandum or any other statements, warranties or representations made by or on behalf of any Restricted Group Member in or in connection with this Agreement or any other Loan Document, ; (eiv) shall not have any duty to ascertain or to inquire either as to the performance or observance of any termof the terms, covenant covenants or condition conditions of this Agreement any Loan Document on the part of the Borrower to be performed or observed, or to inspect any property (including the books and records) of the Borrower; (v) shall not be responsible to any Lender for the due execu- tion, legality, validity, enforceability, genuineness, sufficiency or value of any Loan Document, Significant Contract or any other Loan Document, as to the financial condition of any Restricted Group Member instrument or as to the existence or possible existence of any Default or Event of Default 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 or other instrument or writing (which writing may be a telecopy by telegram, cable or electronic mailtelex) 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. None of Neither the Administrative Agent, Agent nor any of its Affiliates affiliates or any of its or their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it, him, her it or them under or in connection with this Agreement or the other Loan DocumentsAgreement, except to the extent such claimfor its or their own gross negligence or willful misconduct, damage, loss, liability or expense is found in a final, non-appealable judgment as determined by a court of competent jurisdiction to have resulted primarily from the gross negligence or willful misconduct of such personin a final and non-appealable judgment. Without limiting limitation of the generality of the foregoing, the Administrative Agent Agent: (a) may treat the payee Lender that made any Advance as the holder of any Note the Debt resulting therefrom until the Administrative Agent receives and accepts an Assignment and Assumption entered into by such Lender, as its holder until such Note has been assigned assignor, and an Eligible Assignee, as assignee, as provided in accordance with Section 10.04, 9.07; (b) may rely on the Register to the extent set forth in Section 2.05 and Section 10.04(b), (c) may consult with legal counsel (including counsel to the Borrowers for Mondelēz International or any other Restricted Group MemberBorrower), 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, ; (dc) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made by or on behalf of any Restricted Group Member in or in connection with this Agreement by Mondelēz International or any other Loan DocumentBorrower or the contents of any certificate, report or other document delivered thereunder or in connection therewith, and shall not have any duty to ascertain or to inquire as to the satisfaction of any condition set forth in Article III or elsewhere in this Agreement, other than to confirm receipt of items (ewhich on their face purport to be such 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; (d) shall not have any duty to ascertain or to inquire either as to the performance or observance of any termof the terms, covenant covenants or condition conditions of this Agreement, any Note or any Designation Agreement on the part of Mondelēz International or any other Loan DocumentBorrower or to inspect the property (including the books and records) of Mondelēz International or such other Borrower; (e) shall not be responsible to any Lender for the due execution, as legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, the Notes, the Designation Agreements or any other instrument or document furnished pursuant hereto; (f) shall be deemed not to the financial condition of any Restricted Group Member or as to the existence or possible existence have knowledge of any Default or Event of Default unless and until written notice thereof (fstating that it is a “notice of default”) is given to the Administrative Agent by Mondelēz International or a Lender; and (g) shall incur no liability under or in respect of this Agreement Agreement, the Notes or any other Loan Document the Designation Agreements by acting upon any notice, consent, certificate or other instrument or writing (which writing may be a telecopy including any electronic message, Internet or electronic mailintranet website posting or other distribution) or any telephone message believed by it to be genuine and signed or sent by the proper party Person (whether or partiesnot such Person in fact meets the requirements set forth in this Agreement for being the signatory, sender or authenticator thereof), and the Administrative Agent shall be entitled to rely, and shall incur no liability for relying, upon any statement made to it orally or by telephone and believed by it to be made by the proper Person (whether or not such Person in fact meets the requirements set forth in this Agreement for being the maker thereof), and may act upon any such statement prior to receipt of written confirmation thereof.

Administrative Agent’s Reliance, Etc. None of Neither the Administrative Agent, Agent nor any of its Affiliates or any of their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it, him, her it or them under or in connection with this Agreement or the any other Loan DocumentsDocument, except to the extent such claim, damage, loss, liability for its or expense is found in their own gross negligence or willful misconduct (as determined by a final, non-appealable judgment by of a court of competent jurisdiction to have resulted primarily from the gross negligence or willful misconduct of such personjurisdiction). Without limiting limitation of the generality of the foregoing, the Administrative Agent Agent: (ai) may treat the payee of any Note as its the holder thereof until the Administrative Agent receives and accepts an Assignment and Acceptance entered into by the Lender that is the payee of such Note has been assigned Note, as assignor, and an Eligible Assignee, as assignee, as provided in accordance with Section 10.04, 9.06; (bii) may rely on the Register to the extent set forth in Section 2.05 and Section 10.04(b9.06(e), (ciii) may consult with legal counsel (including counsel to for the Borrowers or any other Restricted Group MemberBorrower), 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, ; (div) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made by or on behalf of any Restricted Group Member in or in connection with this Agreement or any other Loan Document, ; (ev) shall not have any duty to ascertain or to inquire either as to the performance or observance of any termof the terms, covenant covenants or condition conditions of this Agreement or any other Loan DocumentDocument on the part of the Borrower, as to the financial condition position of any Restricted Group Member the Borrower or as to the existence or possible existence of any Default or Event to inspect the property (including the books and records) of Default the Borrower or any of its Subsidiaries; (vi) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other instrument or document furnished pursuant hereto; and (fvii) 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 writing may be a telecopy by facsimile transmission, Internet or intranet website posting, any electronic mailmessaging system or other distribution) or any telephone message 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. None of Neither the Administrative Agent, Agent nor any of its Affiliates affiliates or any of its or their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it, him, her it or them under or in connection with this Agreement or the other Loan DocumentsAgreement, except to the extent such claimfor its or their own gross negligence or willful misconduct, damage, loss, liability or expense is found in a final, non-appealable judgment as determined by a court of competent jurisdiction to have resulted primarily from the gross negligence or willful misconduct of such personin a final and non-appealable judgment. Without limiting limitation of the generality of the foregoing, the Administrative Agent Agent: (a) may treat the payee Lender that made any Advance as the holder of any Note the Debt resulting therefrom until the Administrative Agent receives and accepts an Assignment and Acceptance entered into by such Lender, as its holder until such Note has been assigned assignor, and an Eligible Assignee, as assignee, as provided in accordance with Section 10.04, 9.07; (b) may rely on the Register to the extent set forth in Section 2.05 and Section 10.04(b), (c) may consult with legal counsel (including counsel to the Borrowers for Mondelēz International or any other Restricted Group MemberBorrower), 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, ; (dc) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made by or on behalf of any Restricted Group Member in or in connection with this Agreement by Mondelēz International or any other Loan Document, Borrower; (ed) shall not have any duty to ascertain or to inquire either as to the performance or observance of any termof the terms, covenant covenants or condition conditions of this Agreement on the part of Mondelēz International or any other Loan Document, as Borrower or to inspect the property (including the books and records) of Mondelēz International or such other Borrower other than items or payments expressly required to be delivered or made to the financial condition Administrative Agent hereunder; (e) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, the Notes or any Restricted Group Member other instrument or as to the existence or possible existence of any Default or Event of Default and document furnished pursuant hereto; and (f) shall incur no liability under or in respect of this Agreement or any other Loan Document the Notes by acting upon any notice, consent, certificate or other instrument or writing (which writing may be a telecopy or electronic mailby facsimile, registered mail or, for the purposes of Section 2.02(a) or any telephone message 2.07(b), email) believed by it to be genuine and signed or sent by the proper party or parties.

Administrative Agent’s Reliance, Etc. None of Neither the Administrative Agent, Agent nor any of its Affiliates or any of their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it, him, her it or them under or in connection with this Agreement or the other Loan Documentsany Credit Document, except to the extent such claim, damage, loss, liability for its or expense is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted primarily from the their own gross negligence or willful misconduct misconduct. The duties of such personthe 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 limiting limitation of the generality of the foregoing, the Administrative Agent Agent: (ai) may treat the payee of any Note as its the holder thereof until the Administrative Agent receives and accepts a Transfer Agreement entered into by the Lender that is the payee of such Note has been assigned in accordance with Section 10.04Note, (b) may rely on the Register to the extent set forth as assignor, and an Eligible Assignee, as assignee, as provided in Section 2.05 and Section 10.04(b), 8.06; (cii) may consult with legal counsel (including counsel to the Borrowers or for any other Restricted Group MemberCredit Party), 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, ; (diii) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made by or on behalf of any Restricted Group Member in or in connection with this Agreement any Credit Document or any other Loan Document, instrument or document furnished pursuant hereto or in connection herewith; (eiv) shall not have any duty to ascertain or to inquire either as to the performance or observance of any termof the terms, covenant covenants or condition conditions of this Agreement any Credit Document or any other Loan Documentinstrument or document furnished pursuant hereto or in connection herewith on the part of the Borrower or any other Person or to inspect the property (including the books and records) of the Borrower or any other Person; (v) shall not be responsible for the due execution, as to the financial condition legality, validity, enforceability, genuineness, sufficiency or value of any Restricted Group Member Credit Document or as to any other instrument or document furnished pursuant hereto or in connection herewith or for the existence perfection, existence, sufficiency or possible existence value of any Default collateral, any guaranty or Event of Default 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 or other instrument or writing (which writing may be a telecopy by telecopier, telegram, cable or electronic mailtelex) or any telephone message 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. None of Neither the Administrative Agent, Agent nor any of its Affiliates or any of their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it, him, her it or them under or in connection with this Agreement or the other Loan DocumentsAgreement, except to the extent such claim, damage, loss, liability for its or expense is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted primarily from the their own gross negligence or willful misconduct of such personmisconduct. Without limiting limitation of the generality of the foregoing, the Administrative Agent Agent: (ai) may treat the payee of any Note as its the holder thereof until the Administrative Agent receives and accepts an Assignment and Acceptance entered into by the Lender that is the payee of such Note has been assigned in accordance with Section 10.04Note, (b) may rely on the Register to the extent set forth as assignor, and an Eligible Assignee, as assignee, as provided in Section 2.05 and Section 10.04(b), 8.07; (cii) may consult with legal counsel (including counsel to for the Borrowers or any other Restricted Group MemberCompany), 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, ; (diii) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made by or on behalf of any Restricted Group Member in or in connection with this Agreement or any other Loan Document, Agreement; (eiv) shall not have any duty to ascertain or to inquire either as to the performance or observance of any termof the terms, covenant covenants or condition conditions of this Agreement on the part of the Borrowers or to inspect the property (including the books and records) of the Borrowers; (v) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or 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 Document, as to the financial condition of any Restricted Group Member instrument or as to the existence or possible existence of any Default or Event of Default 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, AMENDED AND RESTATED FIVE YEAR CREDIT AGREEMENT certificate or other instrument or writing (which writing may be a telecopy by telecopier, telegram or electronic mailtelex) 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. None of Neither the Administrative Agent, Agent nor any of its Affiliates or any of their respective directors, officers, agents or employees shall be liable to any of the Banks for any action taken or omitted to be taken by it, him, her it or them under or in connection with this Agreement or the other Loan Documents, except to the extent such claim, damage, loss, liability for its or expense is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted primarily from the their own gross negligence or willful misconduct of such personmisconduct. Without limiting limitation of the generality of 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 Register to the extent set forth in Section 2.05 and Section 10.04(b), (ci) may consult with legal counsel (including counsel to for the Borrowers or any other Restricted Group MemberCompany), independent public 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 or experts; (ii) shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing; (diii) shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Company or any of its affiliates that is communicated to or obtained by the Person serving as the Administrative Agent or any of its affiliates in any capacity; (iv) makes no warranty or representation to any Lender Bank and shall not be responsible to any Lender Bank for any statements, warranties or representations (whether written or oral) made by or on behalf of any Restricted Group Member in or in connection with this Agreement or any the other Loan Document, Documents; (ev) shall not have any duty to ascertain or to inquire either as to the performance or observance of any termof the terms, covenant covenants or condition conditions of this Agreement or any the other Loan Document, as to Documents on the financial condition part of any Restricted Group Member the Company or the Guarantor (or as to the existence contents of any certificate, report or possible existence other document delivered hereunder or thereunder) or to inspect the property (including the books and records) of the Company 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 office specified in Section 22, a notice describing the same and entitled “Notice of Default”; (vi) shall not be responsible to any Bank for the due execution (other than its own), legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any related agreement, instrument or document furnished pursuant hereto; and (fvii) 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 or other instrument or writing (which writing may be a telecopy by telecopier, telegram, cable or electronic mailtelex) or any telephone message reasonably believed by it to be genuine and signed or sent by the proper party or parties. In determining compliance with any condition hereunder to the making of a Loan, the Administrative Agent may presume that such condition is satisfactory to such Bank unless the Administrative Agent shall have received notice to the contrary from such Bank prior to the making of such Loan.

Administrative Agent’s Reliance, Etc. None of Neither the Administrative Agent, Agent nor any of its Affiliates or any of their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it, him, her it or them under or in connection with this Agreement or the other Loan Documentsany Credit Document, except to the extent such claim, damage, loss, liability for its or expense is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted primarily from the their own gross negligence or willful misconduct misconduct. The duties of such personthe 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 limiting limitation of the generality of the foregoing, the Administrative Agent Agent: (ai) may treat the payee of any Note as its the holder thereof until the Administrative Agent receives and accepts a Transfer Agreement entered into by the Lender that is the payee of such Note has been assigned in accordance with Section 10.04Note, (b) may rely on the Register to the extent set forth as assignor, and an Eligible Assignee, as assignee, as provided in Section 2.05 and Section 10.04(b), 10.06; (cii) may consult with legal counsel (including counsel to the Borrowers or for any other Restricted Group MemberCredit Party), 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, ; (diii) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made by or on behalf of any Restricted Group Member in or in connection with this Agreement any Credit Document or any other Loan Document, instrument or document furnished pursuant hereto or in connection herewith; (eiv) shall not have any duty to ascertain or to inquire either as to the performance or observance of any termof the terms, covenant covenants or condition conditions of this Agreement any Credit Document or any other Loan Documentinstrument or document furnished pursuant hereto or in connection herewith on the part of the Borrower or any other Person or to inspect the property (including the books and records) of the Borrower or any other Person; (v) shall not be responsible for the due execution, as to the financial condition legality, validity, enforceability, genuineness, sufficiency or value of any Restricted Group Member Credit Document or as to any other instrument or document furnished pursuant hereto or in connection herewith or for the existence perfection, existence, sufficiency or possible existence value of any Default Collateral, any guaranty or Event of Default 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 or other instrument or writing (which writing may be a telecopy by telecopier, telegram, cable or electronic mailtelex) or any telephone message 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(b) 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. None of Neither the Administrative Agent, Agent nor any of its Affiliates or any of its or their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it, him, her it or them under or in connection with this Agreement or the other Loan DocumentsAgreement, except to the extent such claimfor its or their own gross negligence or willful misconduct, damage, loss, liability or expense is found in a final, non-appealable judgment as determined by a court of competent jurisdiction to have resulted primarily from the gross negligence or willful misconduct of such personin a final and non-appealable judgment. Without limiting limitation of the generality of the foregoing, the Administrative Agent Agent: (a1) may treat the payee Lender that made any Advance as the holder of any Note the Debt resulting therefrom until the Administrative Agent receives and accepts an Assignment and Assumption entered into by such Xxxxxx, as its holder until such Note has been assigned in accordance with Section 10.04assignor, (b) may rely on the Register to the extent set forth and an Eligible Assignee, as assignee, as provided in Section 2.05 and Section 10.04(b), 9.07; (c2) may consult with legal counsel (including counsel to the Borrowers for Mondelez International or any other Restricted Group MemberBorrower), 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, ; (d3) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made by or on behalf of any Restricted Group Member in or in connection with this Agreement or any other Loan Document by Mondelez International or any other Borrower or the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, and shall not have any duty to ascertain or to inquire as to the satisfaction of any condition set forth in Article III or elsewhere in this Agreement or any other Loan Document, other than to confirm receipt of items (ewhich on their face purport to be such 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; (4) shall not have any duty to ascertain or to inquire either as to the performance or observance of any termof the terms, covenant covenants or condition conditions of this Agreement or any other Loan DocumentDocument on the part of Mondelez International or any other Borrower or to inspect the property (including the books and records) of Mondelez International or such other Borrower; (5) shall not be responsible to any Lender for the due execution, as legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Loan Document or any other instrument or document furnished pursuant hereto or thereto; (6) shall be deemed not to the financial condition of any Restricted Group Member or as to the existence or possible existence have knowledge of any Default or Event of Default unless and until written notice thereof (fstating that it is a “notice of default”) is given to the Administrative Agent by Xxxxxxxx International or a Lender; and (7) 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 writing may be a telecopy including any electronic message, Internet or electronic mailintranet website posting or other distribution) or any telephone message believed by it to be genuine and signed or sent by the proper party Person (whether or partiesnot such Person in fact meets the requirements set forth in this Agreement or any other Loan Document for being the signatory, sender or authenticator thereof), and the Administrative Agent shall be entitled to rely, and shall incur no liability for relying, upon any statement made to it orally or by telephone and believed by it to be made by the proper Person (whether or not such Person in fact meets the requirements set forth in this Agreement or any other Loan Document for being the maker thereof), and may act upon any such statement prior to receipt of written confirmation thereof.

Administrative Agent’s Reliance, Etc. None of the Administrative AgentAgent and its respective Affiliates, 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 by it, him, her it or them under or in connection with this Agreement the Loan Papers (i) with the consent or at the other Loan Documentsrequest of the Majority Banks (or all the Banks, except to if required) or (ii) in the extent such claim, damage, loss, liability absence of its or expense is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted primarily from the their own gross negligence or willful misconduct (it being the express intention of such personthe parties that the Administrative Agent and its directors, officers, agents, and employees shall have no liability for actions and omissions under this Section 8.2 resulting from their ordinary contributory negligence). Without limiting limitation of the generality of the foregoing, the Administrative Agent (ai) may treat the payee of any each Loan or Note as its the holder thereof until the Administrative Agent receives written notice of the assignment or transfer thereof signed by such Note has been assigned payee and in accordance with Section 10.04, (b) may rely on the Register form satisfactory to the extent set forth in Section 2.05 and Section 10.04(b), Administrative Agent; (cii) may consult with legal counsel (including counsel to for the Borrowers or any other Restricted Group MemberCompany), 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, ; (diii) 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 by or on behalf of any Restricted Group Member the Company in or in connection with this Agreement or any other Loan DocumentPaper; (iv) except as otherwise expressly provided herein, (e) shall not have any duty to ascertain or to inquire either as to the performance or observance of any termof the terms, covenant covenants, or conditions of any Loan Paper or to inspect the property (including the books and records) of the Company or any of its Subsidiaries; (v) shall have no responsibility to ensure the satisfaction of any condition set forth in Article IV or elsewhere herein other than to confirm receipt of this Agreement items expressly required to be delivered to the Administrative Agent, (vi) shall not be responsible to any Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency, or value of any Loan Paper or any other Loan Document, as to the financial condition of any Restricted Group Member instrument or as to the existence document furnished pursuant hereto or possible existence of any Default or Event of Default and thereto; (fvii) shall incur no liability under or in respect of this Agreement or any other Loan Document Paper by acting upon any notice, consent, certificate certificate, or other instrument or writing (which writing may be a telecopy by telecopier or electronic e-mail) or any telephone message reasonably believed by it to be genuine and signed or sent by the proper party or parties; and (viii) may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper Person, and shall not incur any liability for relying thereon.

Administrative Agent’s Reliance, Etc. None of Neither the Administrative Agent, Agent nor any of its Affiliates or any of their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it, him, her it or them under or in connection with this Agreement or the other any Loan DocumentsDocument, except to the extent such claim, damage, loss, liability for its or expense is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted primarily from the their own gross negligence or willful misconduct of such personmisconduct. Without limiting limitation of the generality of the foregoing, the Administrative Agent Agent: (ai) may treat the payee of any Note as its the holder thereof until the Administrative Agent receives and accepts a Lender Assignment entered into by the Lender which is the payee of such Note has been assigned in accordance with Section 10.04Note, (b) may rely on the Register to the extent set forth as assignor, and an assignee, as provided in Section 2.05 and Section 10.04(b), 10.07; (cii) may consult with legal counsel (including counsel to for the Borrowers or any other Restricted Group MemberBorrower(s)), 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, ; (diii) 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 or representations made by or on behalf of any Restricted Group Member in or in connection with this Agreement or any other Loan Document, ; (eiv) shall not have any duty to ascertain or to inquire either as to the performance or observance of any termof the terms, covenant covenants or condition conditions of this Agreement any Loan Document on the part of any Borrower to be performed or observed, or to inspect any property (including the books and records) of any Borrower; (v) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of any Loan Document or any other Loan Document, as to the financial condition of any Restricted Group Member instrument or as to the existence or possible existence of any Default or Event of Default 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 or other instrument or writing (which writing may be a telecopy or electronic mailby facsimile) 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. None of Neither the Administrative Agent, Agent nor any of its Affiliates or any of its or their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it, him, her it or them under or in connection with this Agreement or the other Loan DocumentsAgreement, except to the extent such claimfor its or their own gross negligence or willful misconduct, damage, loss, liability or expense is found in a final, non-appealable judgment as determined by a court of competent jurisdiction to have resulted primarily from the gross negligence or willful misconduct of such personin a final and non-appealable judgment. Without limiting limitation of the generality of the foregoing, the Administrative Agent Agent: (a) may treat the payee Lender that made any Advance as the holder of any Note the Debt resulting therefrom until the Administrative Agent receives and accepts an Assignment and Assumption entered into by such Lender, as its holder until such Note has been assigned assignor, and an Eligible Assignee, as assignee, as provided in accordance with Section 10.04, 9.07; (b) may rely on the Register to the extent set forth in Section 2.05 and Section 10.04(b), (c) may consult with legal counsel (including counsel to the Borrowers for Mondelēz International or any other Restricted Group MemberBorrower), 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, ; (dc) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made by or on behalf of any Restricted Group Member in or in connection with this Agreement by Mondelēz International or any other Loan DocumentBorrower or the contents of any certificate, report or other document delivered thereunder or in connection therewith, and shall not have any duty to ascertain or to inquire as to the satisfaction of any condition set forth in Article III or elsewhere in this Agreement, other than to confirm receipt of items (ewhich on their face purport to be such 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; (d) shall not have any duty to ascertain or to inquire either as to the performance or observance of any termof the terms, covenant covenants or condition conditions of this Agreement, any Note or any Designation Agreement on the part of Mondelēz International or any other Loan DocumentBorrower or to inspect the property (including the books and records) of Mondelēz International or such other Borrower; (e) shall not be responsible to any Lender for the due execution, as legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, the Notes, the Designation Agreements or any other instrument or document furnished pursuant hereto; (f) shall be deemed not to the financial condition of any Restricted Group Member or as to the existence or possible existence have knowledge of any Default or Event of Default unless and until written notice thereof (fstating that it is a “notice of default”) is given to the Administrative Agent by Mondelēz International or a Lender; and (g) shall incur no liability under or in respect of this Agreement Agreement, the Notes or any other Loan Document the Designation Agreements by acting upon any notice, consent, certificate or other instrument or writing (which writing may be a telecopy including any electronic message, Internet or electronic mailintranet website posting or other distribution) or any telephone message believed by it to be genuine and signed or sent by the proper party Person (whether or partiesnot such Person in fact meets the requirements set forth in this Agreement for being the signatory, sender or authenticator thereof), and the Administrative Agent shall be entitled to rely, and shall incur no liability for relying, upon any statement made to it orally or by telephone and believed by it to be made by the proper Person (whether or not such Person in fact meets the requirements set forth in this Agreement for being the maker thereof), and may act upon any such statement prior to receipt of written confirmation thereof.

Administrative Agent’s Reliance, Etc. None of Neither the Administrative Agent, Agent nor any of its Affiliates or any of their respective directors, officers, agents or employees shall be liable to any Lender or the Loan Parties for any action taken or omitted to be taken by it, him, her it or them under or in connection with this Agreement or the other Loan DocumentsAgreement, except to the extent such claim, damage, loss, liability for its or expense is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted primarily from the their own gross negligence or willful misconduct of such personmisconduct. Without limiting limitation of the generality of the foregoing, the Administrative Agent Agent: (ai) may treat the payee of any Note as its holder until such Note has been assigned each Lender listed in accordance with Section 10.04, (b) may rely on the Register to as a “Lender” with a Commitment and/or Loans in the extent set forth amount recorded in the Register until the Administrative Agent receives 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 2.05 8.08, at which time the Administrative Agent will make such recordations in the Register as are appropriate to reflect the assignment effected by such Assignment and Section 10.04(b), Acceptance; (cii) may consult with legal counsel (including counsel to for the Borrowers or any other Restricted Group MemberLoan Parties), 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, ; (diii) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made by or on behalf of any Restricted Group Member in or in connection with this Agreement or any other the Loan Document, Documents; (eiv) shall not have any duty to ascertain or to inquire either as to the performance or observance of any termof the terms, covenant covenants or condition conditions of this Agreement the Loan Documents on the part of the Loan Parties or to inspect the property (including the books and records) of the Loan Parties; (v) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any other Loan Document, as to the financial condition of any Restricted Group Member instrument or as to the existence or possible existence of any Default or Event of Default 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 or other instrument or writing (which writing may be a telecopy by telecopier, telegram or electronic mailcable) or any telephone message 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. None of Neither the Administrative Agent, Agent nor any of its Affiliates or any of their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it, him, her it or them under or in connection with this Agreement or the other any Loan DocumentsDocument, except to the extent such claim, damage, loss, liability for its or expense is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted primarily from the their own gross negligence or willful misconduct misconduct. The duties of such personthe 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 limiting limitation of the generality of the foregoing, the Administrative Agent Agent: (ai) may treat the payee of any Note as its the holder thereof until the Administrative Agent receives and accepts an Assignment and Acceptance entered into by the Bank that is the payee of such Note has been assigned in accordance with Section 10.04Note, (b) may rely on the Register to the extent set forth as assignor, and an Eligible Assignee, as assignee, as provided in Section 2.05 and Section 10.04(b), 8.06; (cii) may consult with legal counsel (including counsel to for the Borrowers or any other Restricted Group MemberBorrower), 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, ; (diii) makes no warranty or representation to any Lender Bank and shall not be responsible to any Lender Bank for any statements, warranties or representations (whether written or oral) made by or on behalf of any Restricted Group Member in or in connection with this Agreement any Loan Document or any other Loan Document, instrument or document furnished pursuant hereto or in connection herewith; (eiv) shall not have any duty to ascertain or to inquire either as to the performance or observance of any termof the terms, covenant covenants or condition conditions of this Agreement any Loan Document or any other Loan Documentinstrument or document furnished pursuant hereto or in connection herewith on the part of the Borrower or to inspect the property (including the books and records) of the Borrower; (v) shall not be responsible to any Bank for the due execution, as to the financial condition legality, validity, enforceability, genuineness, sufficiency or value of any Restricted Group Member Loan Document or as to the existence any other instrument or possible existence of any Default document furnished pursuant hereto or Event of Default 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 or other instrument or writing (which writing may be a telecopy by telecopier, telegram, cable or electronic mailtelex) or any telephone message believed by it to be genuine and signed signed, given or sent by the proper party or parties.

Administrative Agent’s Reliance, Etc. None of Neither the Administrative Agent, Agent nor any of its Affiliates or any of their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it, him, her it or them under or in connection with this Agreement or the other Loan DocumentsAgreement, except to the extent such claim, damage, loss, liability for its or expense is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted primarily from the their own gross negligence or willful misconduct of such personmisconduct. Without limiting limitation of the generality of the foregoing, the Administrative Agent Agent: (ai) may treat the payee of any Note as its the holder thereof until the Administrative Agent receives and accepts an Assignment and Acceptance entered into by the Lender which is the payee of such Note has been assigned in accordance with Section 10.04Note, (b) may rely on the Register to the extent set forth as assignor, and an Eligible Assignee, as assignee, as provided in Section 2.05 and Section 10.04(b), 8.07; (cii) may consult with legal counsel (including counsel to for the Borrowers or any other Restricted Group MemberBorrower), 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 84 faith by it in accordance with the advice of such counsel, accountants or experts, ; (diii) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made by or on behalf of any Restricted Group Member in or in connection with this Agreement or any other Loan Document, Agreement; (eiv) shall not have any duty to ascertain or to inquire either as to the performance or observance of any termof the terms, covenant covenants or condition conditions of this Agreement on the part of the Borrower or to inspect the property (including the books and records) of the Borrower; (v) 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, as to the financial condition of any Restricted Group Member instrument or as to the existence or possible existence of any Default or Event of Default 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 or other instrument or writing (which writing may be a telecopy by telegram, telecopy, cable or electronic mailtelex) 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. None of Neither the Administrative Agent, Agent nor any of its Affiliates or any of their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it, him, her it or them under or in connection with this Agreement or the other any Loan DocumentsDocument, except to the extent such claim, damage, loss, liability for its or expense is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted primarily from the their own gross negligence or willful misconduct misconduct. The duties of such personthe 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 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 limiting limitation of the generality of the foregoing, the Administrative Agent Agent: (ai) may treat the payee of any Note as its the holder thereof until the Administrative Agent receives and accepts an Assignment and Acceptance entered into by the Bank that is the payee of such Note has been assigned Note, as assignor, and an Eligible Assignee, as assignee, as provided in accordance with Section 10.04, 8.06; (b) may rely on the Register to the extent set forth in Section 2.05 and Section 10.04(b), (cii) may consult with legal counsel (including counsel to for the Borrowers or any other Restricted Group MemberBorrowers), 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, ; (diii) makes no warranty or representation to any Lender Bank and shall not be responsible to any Lender Bank for any statements, warranties or representations (whether written or oral) made by or on behalf of any Restricted Group Member in or in connection with this Agreement any Loan Document or any other Loan Document, instrument or document furnished pursuant hereto or in connection herewith; (eiv) shall not have any duty to ascertain or to inquire either as to the performance or observance of any termof the terms, covenant covenants or condition conditions of this Agreement any Loan Document or any other Loan Documentinstrument or document furnished pursuant hereto or in connection herewith on the part of the Borrowers or any other Person or to inspect the property (including the books and records) of the Borrowers or any other Person; (v) shall not be responsible for the due execution, as to the financial condition legality, validity, enforceability, genuineness, sufficiency or value of any Restricted Group Member Loan Document or as to the existence any other instrument or possible existence of any Default document furnished pursuant hereto or Event of Default 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 or other instrument or writing (which writing may be a telecopy by telecopier, cable or electronic mailtelex) or any telephone message believed by it to be genuine and signed signed, given or sent by the proper party or parties.

Administrative Agent’s Reliance, Etc. None of Neither the Administrative Agent, Agent nor any of its Affiliates or any of their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it, him, her it or them under or in connection with this Agreement or the other Loan Documents, except to the extent such claim, damage, loss, liability for its or expense is found in a final, non-appealable judgment their own gross negligence or willful misconduct (as determined by a court of competent jurisdiction to have resulted primarily from the gross negligence or willful misconduct of such personin a final and non-appealable decision). Without limiting limitation of the generality of the foregoing, the Administrative Agent Agent: (a) may deem and treat the payee of any Note as its the holder thereof until the Administrative Agent receives and accepts an Assignment and Acceptance entered into by the Lender that is the payee of such Note has been assigned Note, as assignor, and an Eligible Assignee, as assignee, as provided in accordance with Section 10.04, 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 rely 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 Register to the extent set forth case may be, of such Note or of any Note or Notes issued in Section 2.05 and Section 10.04(b), exchange therefore; (c) may consult with legal counsel (including counsel to the Borrowers or for any other Restricted Group MemberLoan Party), 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, ; (d) makes no warranty or representation to any Lender Party and shall not be responsible to any Lender Party for any recitals, statements, information, warranties or representations (whether written or oral) made by or on behalf of any Restricted Group Member in or in connection with this Agreement or any other the Loan Document, Documents; (e) shall not have any duty to ascertain or to inquire either as to (x) the performance or observance of any termof the terms, covenant provisions, covenants or condition conditions of this Agreement or any other Loan DocumentDocument on the part of any Loan Party, as to (y) the financial condition of any Restricted Group Member Loan Party or as to (z) the existence or possible existence of any Default Default; (f) shall not have any duty to inspect the property (including the books and records) of any Loan Party; (g) shall not be responsible to any Lender Party for the due execution, legality, validity, enforceability, genuineness, collectibility, sufficiency or Event value of Default 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 instrument 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, order, certificate or other instrument or writing (which writing may be a telecopy by telegram, telecopy, telex, cablegram or electronic mail) or any telephone message believed by it to be genuine and signed signed, sent or sent made by the proper party or parties.”. 24. Section 8.03 of the Credit Agreement is hereby amended by (i) deleting each reference to “Citicorp” appearing in said Section and inserting the text “DBTCA” in lieu thereof, (ii) inserting the text “or any similar terms” immediately before the text “shall, unless otherwise expressly indicated” appearing in said Section, (iii) deleting the text “any kind of business with” appearing in the second sentence of said Section and inserting the text “any kind of banking, investment banking, trust or other business with, or provide debt financing, equity capital or other services (including financial advisory services) to,” in lieu thereof and (iv) inserting the following new sentence immediately after the last sentence of said Section: “DBTCA may accept fees and other consideration from any Loan Party or any Affiliate of any Loan Party for services in connection with this Agreement and otherwise without having to account for the same to the Lender Parties.”. 25. Section 8.04 of the Credit Agreement is hereby amended by inserting the following new sentence at the end of said Section: “Except as expressly provided in this Agreement, the Administrative Agent shall not have any duty or responsibility, either initially or on a continuing basis, to provide any Lender Party or the holder of any Note with any credit or other information with respect thereto, whether coming into its possession before the making of the Loans or at any time or times thereafter.”. 26. Section 8.05(a) of the Credit Agreement is hereby amended by (i) inserting the text “(or any affiliate thereof) in performing its duties hereunder or under any other Loan Document or” immediately following the text “or asserted against the Administrative Agent” appearing in said Section and (ii) inserting the text “(as determined by a court of competent jurisdiction in a final and non-appealable decision)” immediately following the text “gross negligence or willful misconduct” appearing in said Section.

Administrative Agent’s Reliance, Etc. None of Neither the Administrative Agent, Agent nor any of its Affiliates or any of their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it, him, her it or them under or in connection with this Agreement or the other Loan Documentsany Credit Document, except to the extent such claim, damage, loss, liability for its or expense is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted primarily from the their own gross negligence or willful misconduct misconduct. The duties of such personthe 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 limiting limitation of the generality of the foregoing, the Administrative Agent Agent: (ai) may treat the payee of any Note as its the holder thereof until the Administrative Agent receives and accepts a Transfer Agreement entered into by the Lender that is the payee of such Note has been assigned in accordance with Section 10.04Note, (b) may rely on the Register to the extent set forth as assignor, and an Eligible Assignee, as assignee, as provided in Section 2.05 and Section 10.04(b), 8.06; (cii) may consult with legal counsel (including counsel to the Borrowers or for any other Restricted Group MemberCredit Party), 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, ; (diii) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made by or on behalf of any Restricted Group Member in or in connection with this Agreement any Credit Document or any other Loan Document, instrument or document furnished pursuant hereto or in connection herewith; (eiv) shall not have any duty to ascertain or to inquire either as to the performance or observance of any termof the terms, covenant covenants or condition conditions of this Agreement any Credit Document or any other Loan Documentinstrument or document furnished pursuant hereto or in connection herewith on the part of the Borrowers or any other Person or to inspect the property (including the books and records) of the Borrowers or any other Person; (v) shall not be responsible for the due execution, as to the financial condition legality, validity, enforceability, genuineness, sufficiency or value of any Restricted Group Member Credit Document or as to any other instrument or document furnished pursuant hereto or in connection herewith or for the existence perfection, existence, sufficiency or possible existence value of any Default collateral, any guaranty or Event of Default 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 or other instrument or writing (which writing may be a telecopy by telecopier, telegram, cable or electronic mailtelex) or any telephone message 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. None of Neither the Administrative Agent, Agent nor any of its Affiliates or any of their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it, him, her it or them under or in connection with this Agreement or the any other Loan DocumentsDocument, except to the extent such claim, damage, loss, liability for its or expense is found in their own gross negligence or willful misconduct (as determined by a final, non-appealable judgment by of a court of competent jurisdiction to have resulted primarily from the gross negligence or willful misconduct of such personjurisdiction). Without limiting limitation of the generality of the foregoing, the Administrative Agent Agent: (ai) may treat the payee of any Note as its the holder thereof until the Administrative Agent receives and accepts an Assignment and Acceptance entered into by the Lender that is the payee of such Note has been assigned Note, as assignor, and an Eligible Assignee, as assignee, as provided in accordance with Section 10.04, 9.06; (bii) may rely on the Register to the extent set forth in Section 2.05 and Section 10.04(b9.06(e), ; (ciii) may consult with legal counsel (including counsel to for the Borrowers or any other Restricted Group MemberBorrower), 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, ; (div) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made by or on behalf of any Restricted Group Member in or in connection with this Agreement or any other Loan Document, ; (ev) shall not have any duty to ascertain or to inquire either as to the performance or observance of any termof the terms, covenant covenants or condition conditions of this Agreement or any other Loan DocumentDocument on the part of the Borrower, as to the financial condition position of any Restricted Group Member the Borrower or as to the existence or possible existence of any Default or Event to inspect the property (including the books and records) of Default the Borrower or any of its Subsidiaries; (vi) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other instrument or document furnished pursuant hereto; and (fvii) 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 writing may be a telecopy by facsimile transmission, Internet or intranet website posting, any electronic mailmessaging system or other distribution) or any telephone message believed by it to be genuine and signed signed, sent or sent otherwise authenticated by the proper party or parties.