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

Agent’s Reliance, Etc. Notwithstanding any other provisions of this Agreement or any other Loan Documents, neither the Agent nor any of its directors, officers, agents, employees or counsel shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement or any other Loan Document, except for its or their own gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final, non-appealable judgment. Without limiting the generality of the foregoing, the Agent: (a) may treat the payee of any Note as the holder thereof until the Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Agent; (b) may consult with legal counsel (including its own counsel or counsel for the Borrower or any other Loan 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; (c) makes no warranty or representation to any Lender or any other Person and shall not be responsible to any Lender or any other Person for any statements, warranties or representations made by any Person in or in connection with this Agreement or any other Loan Document; (d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of any of this Agreement or any other Loan Document or the satisfaction of any conditions precedent under this Agreement or any Loan Document on the part of the Borrower or other Persons or inspect the property, books or records of the Borrower or any other Person; (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, any other instrument or document furnished pursuant thereto or any collateral covered thereby or the perfection or priority of any Lien in favor of the Agent on behalf of the Lenders in any such collateral; and (f) shall incur no liability under or in respect of this Agreement or any other Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telephone or telecopy) believed by it to be genuine and signed, sent or given by the proper party or parties.

Agent’s Reliance, Etc. Notwithstanding any other provisions of this Agreement or any other Loan Documents, neither Neither the Agent nor any of its directors, officers, agents, agents or employees or counsel shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement or any other Loan DocumentAgreement, except for its or their own gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final, non-appealable judgmentmisconduct. Without limiting limitation of the generality of the foregoing, the Agent: (ai) may treat the payee in respect of any Note Revolving Credit Advance as the holder owner thereof until the Agent receives written notice and accepts an Assignment and Acceptance entered into by the Lender that is the payee in respect of the assignment or transfer thereof signed by such payee Revolving Credit Advance, as assignor, and an Eligible Assignee, as assignee, as provided in form satisfactory to the AgentSection 8.07; (bii) may consult with legal counsel (including its own counsel or counsel for the Borrower or any other Loan PartyBorrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (ciii) makes no warranty or representation to any Lender or any other Person and shall not be responsible to any Lender or any other Person for any statements, warranties or representations (whether written or oral) made by any Person in or in connection with this Agreement or any other Loan DocumentAgreement; (div) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of any of this Agreement or any other Loan Document or the satisfaction of any conditions precedent under this Agreement or any Loan Document on the part of the Borrower or other Persons or to inspect the property, property (including the books or records and records) of the Borrower or any other PersonBorrower; (ev) 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 this Agreement any lien or security interest created or purported to be created under or in connection with, any other Loan Document, Document or any other instrument or document furnished pursuant thereto or any collateral covered thereby or the perfection or priority of any Lien in favor of the Agent on behalf of the Lenders in any such collateralhereto; 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 may be by telephone telecopier, telegram or telecopytelex) believed by it to be genuine and signed, signed or sent or given by the proper party or parties.

Agent’s Reliance, Etc. Notwithstanding any other provisions of this Agreement or any other Loan Documents, neither Neither the Administrative Agent nor any of its respective directors, officers, agents, agents or employees or counsel shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement or any other Loan DocumentAgreement, except for its or their own gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final, non-appealable judgmentmisconduct. Without limiting limitation of the generality of the foregoing, the Administrative Agent: (ai) may treat each Lender recorded in the payee of any Note Register as the holder thereof owner of the Commitment recorded for such Lender in the Register until the Administrative Agent receives written notice of the assignment or transfer thereof signed and accepts an Assignment and Acceptance entered into by such payee Lender, as assignor, and an Eligible Assignee, as assignee, as provided in form satisfactory to the AgentSection 8.07; (bii) may consult with legal counsel (including its own counsel or counsel for the Borrower or any other Loan PartyBorrowers), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (ciii) makes no warranty or representation to any Lender or any other Person and shall not be responsible to any Lender or any other Person for any statements, warranties or representations (whether written or oral) made by any Person in or in connection with this Agreement or any other Loan DocumentAgreement; (div) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of any of this Agreement or any other Loan Document or the satisfaction of any conditions precedent under this Agreement or any Loan Document on the part of the Borrower any Lender or other Persons or to inspect the property, property (including the books or records and records) of the Borrower or any other PersonLender; (ev) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of of, this Agreement or any other Loan Document, any other instrument or document furnished pursuant thereto or any collateral covered thereby or the perfection or priority of any Lien in favor of the Agent on behalf of the Lenders in any such collateralthereto; 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 may be by telephone telegram, telecopy or telecopytelex) believed by it to be genuine and signed, signed or sent or given by the proper party or parties.

Agent’s Reliance, Etc. Notwithstanding any other provisions of this Agreement or any other Loan Documents, neither the Agent nor any of its directors, officers, agents, employees or counsel shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement or any other Loan Document, except for its or their own gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final, non-appealable judgment. Without limiting the generality of the foregoing, the Agent: (a) may treat the payee of any Note as the holder thereof until the Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Agent; (b) may consult with legal counsel (including its own counsel or counsel for the Parent, the Borrower or any other Loan 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; (c) makes no warranty or representation to any Lender or any other Person and shall not be responsible to any Lender or any other Person for any statements, warranties or representations made by any Person in or in connection with this Agreement or any other Loan Document; (d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of any of this Agreement or any other Loan Document or the satisfaction of any conditions precedent under this Agreement or any Loan Document on the part of the Parent, the Borrower or other Persons or inspect the property, books or records of the Parent, the Borrower or any other Person; (e) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Loan Document, any other instrument or document furnished pursuant thereto or any collateral covered thereby or the perfection or priority of any Lien in favor of the Agent on behalf of the Lenders in any such collateral; and (f) shall incur no liability under or in respect of this Agreement or any other Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telephone or telecopy) believed by it to be genuine and signed, sent or given by the proper party or parties. Unless set forth in writing to the contrary, the making of its initial Loan by a Lender shall constitute a certification by such Lender to the Agent and the other Lenders that the conditions precedent for initial Loans set forth in Sections 6.1. and 6.2. that have not previously been waived by the Requisite Lenders have been satisfied.

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

Agent’s Reliance, Etc. Notwithstanding any other provisions of this Agreement or any other Loan Documents, neither Neither the Agent nor any of its directors, officers, agents, agents or employees or counsel shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement or any other Loan Document, except for its or their own gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final, non-appealable judgmentmisconduct. Without limiting limitation of the generality of the foregoing, the Agent: (ai) may treat the payee of any Note as the holder thereof until the Agent receives written notice and accepts a Lender Assignment entered into by the Lender which is the payee of the assignment or transfer thereof signed by such payee Note, as assignor, and an Eligible Assignee, as assignee, as provided in form satisfactory to the AgentSection 8.07; (bii) may consult with legal counsel (including its own counsel or counsel for the Borrower or any other Loan PartyBorrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (ciii) makes no warranty or representation to any Lender or any other Person and shall not be responsible to any Lender or any other Person for any statements, warranties or representations (whether written or oral) made by any Person in or in connection with this Agreement or any other Loan Document; (div) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of any of this Agreement or any other Loan Document or the satisfaction of any conditions precedent under this Agreement or any Loan Document on the part of the Borrower or other Persons or to inspect the property, property (including the books or records and records) of the Borrower or any other PersonBorrower; (ev) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or Agreement, any other Loan Document, Document or any other instrument or document furnished pursuant thereto hereto or any collateral covered thereby or the perfection or priority of any Lien in favor of the Agent on behalf of the Lenders in any such collateralthereto; 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 may be by telephone telecopier, telegram, cable or telecopytelex) believed by it to be genuine and signed, signed or sent or given by the proper party or parties.

Agent’s Reliance, Etc. Notwithstanding Neither any other provisions of this Agreement or any other Loan Documents, neither the Agent nor any of its their respective directors, officers, agents, agents or employees or counsel shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement or any other the Loan DocumentDocuments, except for its or their own gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final, non-appealable judgmentmisconduct. Without limiting limitation of the generality of the foregoing, the each Agent: (a) may treat the payee of any Note as the holder thereof until until, in the case of the Administrative Agent, the Administrative Agent receives written and accepts an Assignment and Acceptance entered into by the Lender that is the payee of such Note, as assignor, and an Eligible Assignee, as assignee, or, in the case of any other Agent, such Agent has received notice of from the assignment or transfer thereof signed by Administrative Agent that it has received and accepted such payee Assignment and Acceptance, in form satisfactory to the Agenteach case as provided in Section 9.07; (b) may consult with legal counsel (including its own counsel or counsel for the Borrower or any other Loan 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; (c) makes no warranty or representation to any Lender or any other Person Party and shall not be responsible to any Lender or any other Person Party for any statements, warranties or representations (whether written or oral) made by any Person in or in connection with this Agreement or any other the Loan DocumentDocuments; (d) shall not have any duty to ascertain or to inquire as to the performance performance, observance or observance satisfaction of any of the terms, covenants or conditions of any of this Agreement or any other Loan Document or the satisfaction of any conditions precedent under this Agreement or any Loan Document on the part of any Loan Party or the Borrower existence at any time of any Default under the Loan Documents or other Persons or to inspect the property, property (including the books or records and records) of the Borrower or any other PersonLoan Party; (e) shall not be responsible to any Lender Party for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of this Agreement any lien or security interest created or purported to be created under or in connection with, any other Loan Document, Document or any other instrument or document furnished pursuant thereto or any collateral covered thereby or the perfection or priority of any Lien in favor of the Agent on behalf of the Lenders in any such collateralthereto; and (f) shall incur no liability under or in respect of this Agreement or any other Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telephone telegram, telecopy or telecopytelex) believed by it to be genuine and signed, signed or sent or given by the proper party or parties.

Agent’s Reliance, Etc. Notwithstanding any other provisions of this Agreement or any other Loan Documents, neither Neither the Administrative Agent nor any of its directors, officers, agents, agents or employees or counsel shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement or any other the Loan DocumentDocuments, except for its or their own gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final, non-appealable judgmentmisconduct. Without limiting limitation of the generality of the foregoing, the Administrative Agent: (a) may treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice and accepts an Accession Agreement entered into by an Acceding Lender as provided in Section 2.17 or an Assignment and Acceptance entered into by the Lender that is the payee of the assignment or transfer thereof signed by such payee Note, as assignor, and an Eligible Assignee, as assignee, as provided in form satisfactory to the AgentSection 9.07; (b) may consult with legal counsel (including its own counsel or counsel for the Borrower or any other Loan 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; (c) makes no warranty or representation to any Lender or any other Person Party and shall not be responsible to any Lender or any other Person Party for any statements, warranties or representations (whether written or oral) made by any Person in or in connection with this Agreement or any other the Loan DocumentDocuments; (d) shall not have any duty to ascertain or to inquire as to the performance performance, observance or observance satisfaction of any of the terms, covenants or conditions of any of this Agreement or any other Loan Document or the satisfaction of any conditions precedent under this Agreement or any Loan Document on the part of any Loan Party or the Borrower existence at any time of any Default under the Loan Documents or other Persons or to inspect the property, property (including the books or records and records) of the Borrower or any other PersonLoan Party; (e) shall not be responsible to any Lender Party for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of this Agreement any lien or security interest created or purported to be created under or in connection with, any other Loan Document, Document or any other instrument or document furnished pursuant thereto or any collateral covered thereby or the perfection or priority of any Lien in favor of the Agent on behalf of the Lenders in any such collateralthereto; and (f) shall incur no liability under or in respect of this Agreement or any other Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telephone telegram, telecopy or telecopytelex or other electronic communication) believed by it to be genuine and signed, signed or sent or given by the proper party or parties.

Agent’s Reliance, Etc. Notwithstanding any other provisions of this Agreement or any other Loan Documents, neither Neither the Agent nor any of its directors, officers, agents, agents or employees or counsel shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement or any other Loan Document, except for its or their own gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final, non-appealable judgmentmisconduct. Without limiting limitation of the generality of the foregoing, the Agent: (ai) may treat the payee of any Note as the holder thereof until the Agent receives written notice and accepts a Lender Assignment entered into by the Lender which is the payee of the assignment or transfer thereof signed by such payee Note, as assignor, and an Eligible Assignee, as assignee, as provided in form satisfactory to the AgentSection 8.7; (bii) may consult with legal counsel (including its own counsel or counsel for the Borrower or any other Loan PartyBorrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (ciii) makes no warranty or representation to any Lender or any other Person and shall not be responsible to any Lender or any other Person for any statements, warranties or representations (whether written or oral) made by any Person in or in connection with this Agreement or any other Loan Document; (div) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of any of this Agreement or any other Loan Document or the satisfaction of any conditions precedent under this Agreement or any Loan Document on the part of the Borrower or other Persons or to inspect the property, property (including the books or records and records) of the Borrower or any other PersonBorrower; (ev) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or Agreement, any other Loan Document, Document or any other instrument or document furnished pursuant thereto hereto or any collateral covered thereby or the perfection or priority of any Lien in favor of the Agent on behalf of the Lenders in any such collateralthereto; 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 may be by telephone telecopier, telegram, cable or telecopytelex) believed by it to be genuine and signed, signed or sent or given by the proper party or parties.

Agent’s Reliance, Etc. Notwithstanding Neither any other provisions of this Agreement Agent or any other Loan Documents, neither the Co-Collateral Agent nor any of its Affiliates nor any of their respective directors, officers, agents, agents or employees or counsel shall be liable for any action taken or omitted to be not taken by it or them under or in connection with this Agreement or any the other Loan DocumentDocuments, except for damages caused by its or their own gross negligence or willful misconduct or that of its Affiliates or their respective directors, officers, agents or employees as determined by a court of competent jurisdiction in a final, final and non-appealable judgment. Without limiting the generality of the foregoing, the each of Agent and each Co-Collateral Agent: (a) may treat the payee of any Note as the holder thereof until the Agent receives written notice of the assignment or transfer thereof signed by such payee and in form reasonably satisfactory to the Agent; (b) may consult with legal counsel (including its own counsel or counsel for the Borrower or any other Loan Party)counsel, independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken by it in good faith by it in accordance with the advice of such counsel, accountants or experts; (c) makes no warranty or representation to any Lender or any other Person and shall not be responsible to any Lender or any other Person for any statements, warranties or representations made by any Person in or in connection with this Agreement or any the other Loan DocumentDocuments; (d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of any of this Agreement or any the other Loan Document or the satisfaction of any conditions precedent under this Agreement or any Loan Document Documents on the part of the Borrower any Credit Party or other Persons or to inspect the property, Collateral (including the books or records and records) of the Borrower or any other PersonCredit Party; (e) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any the other Loan Document, Documents or any other instrument or document furnished pursuant thereto hereto or any collateral covered thereby or the perfection or priority of any Lien in favor of the Agent on behalf of the Lenders in any such collateralthereto; and (f) shall incur no liability under or in respect of this Agreement or any the other Loan Document Documents by acting upon any notice, consent, certificate or other instrument or writing (which may be by telephone fax, telegram, cable or telecopytelex) believed by it to be genuine and signed, signed or sent or given by the proper party or parties; and (g) shall be entitled to delegate any of its duties hereunder to one or more sub-agents. Except for action requiring the approval of Requisite Lenders, Supermajority Lenders or all Lenders, as the case may be, Agent shall be entitled to use its discretion with respect to exercising or refraining from exercising any rights which may be vested in it by, and with respect to taking or refraining from taking any action or actions which it may be able to take under or in respect of, this Agreement, unless Agent shall have been instructed by Requisite Lenders, Supermajority Lenders or all Lenders, as the case may be, to exercise or refrain from exercising such rights or to take or refrain from taking such action. No Agent shall incur any liability to the Lenders under or in respect of this Agreement with respect to anything which it may do or refrain from doing in the reasonable exercise of its judgment or which may seem to it to be necessary or desirable in the circumstances, except for its own gross negligence, bad faith, material breach or willful misconduct as determined by a court of competent jurisdiction in a final and non-appealable judgment. No Agent shall be liable to any Lender in acting or refraining from acting under this Agreement in accordance with the instructions of Requisite Lenders, Supermajority Lenders or all Lenders, as the case may be, and any action taken or failure to act pursuant to such instructions shall be binding on all Lenders.

Agent’s Reliance, Etc. Notwithstanding None of the Facility Agents, any other provisions of this Agreement their respective Affiliates, or any other Loan Documents, neither the Agent nor any of its their respective directors, officers, agents, agents or employees or counsel shall be liable for any action taken or omitted to be taken by it it, him, her or them under or in connection with this Agreement or any of the other Loan DocumentDocuments, except for its its, his, her or their own gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final, non-appealable judgmentmisconduct. Without limiting the generality of the foregoing, the Administrative Agent and the Collateral Agent: (a) may treat rely on the payee of any Note as the holder thereof until the Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory Register to the Agentextent set forth in Section 11.2(c); (b) may consult with legal counsel (including its own counsel or counsel for to the Borrower or any other Loan 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; (c) makes no warranty or representation to any other Agent, any Lender or any other Person Issuer and shall not be responsible to any other Agent, any Lender or any other Person Issuer for any statements, warranties or representations made by or on behalf of Group or any Person of its Subsidiaries in or in connection with this Agreement or any of the other Loan DocumentDocuments; (d) shall not have any duty to ascertain or to inquire either as to the performance or observance of any of the terms, covenants or conditions of any of this Agreement or any of the other Loan Document Documents or the satisfaction financial condition of any conditions precedent under this Agreement Loan Party, or the existence or possible existence of any Loan Document on the part Default or Event of the Borrower or other Persons or inspect the property, books or records of the Borrower or any other PersonDefault; (e) shall not be responsible to any other Agent, any Lender or any Issuer for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the attachment, perfection or priority of any Lien created or purported to be created under or in connection with, this Agreement or Agreement, any of the other Loan Document, Documents or any other instrument or document furnished pursuant thereto hereto or any collateral covered thereby or the perfection or priority of any Lien in favor of the Agent on behalf of the Lenders in any such collateralthereto; and (f) shall incur no liability under or in respect of this Agreement or any of the other Loan Document Documents by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopy or electronic mail) or any telephone or telecopy) message believed by it to be genuine and signed, signed or sent or given by the proper party or parties.

Agent’s Reliance, Etc. Notwithstanding Neither any other provisions of this Agreement or any other Loan Documents, neither the Agent nor any of its their respective directors, officers, agents, agents or employees or counsel shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement or any other the Loan DocumentDocuments, except for its or their own gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final, non-appealable judgmentmisconduct. Without limiting limitation of the generality of the foregoing, the each Agent: (a) may treat the payee of any Note as the holder thereof until until, in the case of the Administrative Agent, the Administrative Agent receives written and accepts an Assignment and Acceptance entered into by the Lender that is the payee of such Note, as assignor, and an Eligible Assignee, as assignee, or, in the case of any other Agent, such Agent has received notice of from the assignment or transfer thereof signed by Administrative Agent that it has received and accepted such payee Assignment and Acceptance, in form satisfactory to the Agenteach case as provided in Section 9.07; (b) may consult with legal counsel (including its own counsel or counsel for the Borrower or any other Loan 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; (c) makes no warranty or representation to any Lender or any other Person and shall not be responsible to any Lender or any other Person for any statements, warranties or representations (whether written or oral) made by any Person in or in connection with this Agreement or any other the Loan DocumentDocuments; (d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of any of this Agreement or any other Loan Document or the satisfaction of any conditions precedent under this Agreement or any Loan Document on the part of the Borrower any Loan Party or other Persons or to inspect the property, property (including the books or records and records) of the Borrower or any other PersonLoan Party; (e) 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 this Agreement any lien or security interest created or purported to be created under or in connection with, any other Loan Document, Document or any other instrument or document furnished pursuant thereto or any collateral covered thereby or the perfection or priority of any Lien in favor of the Agent on behalf of the Lenders in any such collateralthereto; and (f) shall incur no liability under or in respect of this Agreement or any other Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telephone telegram, telecopy or telecopytelex) believed by it to be genuine and signed, signed or sent or given by the proper party or parties.

Agent’s Reliance, Etc. Notwithstanding Neither any other provisions of this Agreement or any other Loan Documents, neither the Agent nor any of its their respective directors, officers, agents, agents or employees or counsel shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement or any other the Loan DocumentDocuments, except for its or their own gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final, non-appealable judgmentmisconduct. Without limiting limitation of the generality of the foregoing, the each Agent: (a) may treat the payee of any Note as the holder thereof until until, in the case of the Administrative Agent, the Administrative Agent receives written and accepts an Assignment and Acceptance entered into by the Lender that is the payee of such Note, as assignor, and an Eligible Assignee, as assignee, or, in the case of any other Agent, such Agent has received notice of from the assignment or transfer thereof signed by Administrative Agent that it has received and accepted such payee Assignment and Acceptance, in form satisfactory to the Agenteach case as provided in Section 9.07; (b) may consult with legal counsel (including its own counsel or counsel for the Borrower or any other Loan 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; (c) makes no warranty or representation to any Lender or any other Person Party and shall not be responsible to any Lender or any other Person Party for any statements, warranties or representations (whether written or oral) made by any Person in or in connection with this Agreement or any other the Loan DocumentDocuments; (d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of any of this Agreement or any other Loan Document or the satisfaction of any conditions precedent under this Agreement or any Loan Document on the part of the Borrower any Loan Party or other Persons or to inspect the property, property (including the books or records and records) of the Borrower or any other PersonLoan Party; (e) shall not be responsible to any Lender Party for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of this Agreement any lien or security interest created or purported to be created under or in connection with, any other Loan Document, Document or any other instrument or document furnished pursuant thereto or any collateral covered thereby or the perfection or priority of any Lien in favor of the Agent on behalf of the Lenders in any such collateralthereto; and (f) shall incur no liability under or in respect of this Agreement or any other Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telephone telegram, telecopy or telecopytelex) believed by it to be genuine and signed, signed or sent or given by the proper party or parties.

Agent’s Reliance, Etc. Notwithstanding any other provisions None of this Agreement or any other Loan Documentsthe Administrative Agent, neither the Collateral Agent nor any of its directors, officers, agents, agents or employees or counsel shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement (i) with the consent or any other Loan Document, except for at the request of the Majority Lenders or (ii) in the absence of its or their own gross negligence negligence, fraud or willful misconduct misconduct. Neither the Administrative Agent nor the Collateral Agent shall be deemed to have knowledge of any Default or Event of Default unless and until written notice thereof is given to the Administrative Agent or the Collateral Agent, as determined applicable, by a court Borrower or a Lender, and neither the Administrative Agent nor the Collateral Agent shall be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document, (ii) the contents of competent jurisdiction any certificate, report or other document delivered hereunder or in a finalconnection with any Loan Document, non-appealable judgment(iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Loan Document, (iv) the creation, perfection or priority of Liens on the Collateral or the existence of the Collateral, or (v) the satisfaction of any condition set forth in Article III or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent or the Collateral Agent, as applicable. Without limiting the generality of the foregoing, the Administrative Agent and the Collateral Agent: (a) may treat the payee of any Note as the holder thereof until the Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Agent; (bi) may consult with legal counsel (including its own counsel or counsel for the Borrower or any other Loan PartyBorrowers), 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; (cii) makes no warranty or representation to any Lender or any other Person and shall not be responsible to any Lender or any other Person for any statements, warranties or representations made by any Person in or in connection with this Agreement or any other Loan DocumentAgreement; (d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of any of this Agreement or any other Loan Document or the satisfaction of any conditions precedent under this Agreement or any Loan Document on the part of the Borrower or other Persons or inspect the property, books or records of the Borrower or any other Person; (eiii) 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, any other instrument or document furnished pursuant thereto or any collateral covered thereby or the perfection or priority of any Lien in favor of the Agent on behalf of the Lenders in any such collateralhereto; and (fv) shall incur no liability under or in respect of this Agreement or any other Loan Document by acting upon any noticenotice (including notice by telephone), consent, certificate or other instrument or writing (which may be by telephone or telecopyfacsimile) believed by it to be genuine and signed, signed or sent or given by the proper party or parties. The Administrative Agent and the Collateral Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper Person. Each of the Administrative Agent and the Collateral Agent also 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.

Agent’s Reliance, Etc. Notwithstanding any other provisions None of this Agreement or any other Loan Documentsthe Administrator and the Purchaser Agents, neither the Agent nor any of its their respective directors, officers, agents, agents or employees or counsel shall be liable for any action taken or omitted to be taken by it as Administrator or them as Purchaser Agent, as the case may be, under or in connection with this Agreement or any other Loan Document, except for its or their such Person’s own gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final, non-appealable judgmentmisconduct. Without limiting the generality Each of the foregoing, the Administrator and each Purchaser Agent: (a) may treat the payee of any Note as the holder thereof until the Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Agent; (bi) may consult with legal counsel (including its own counsel or counsel for the Borrower or any other Loan PartySeller), independent public accountants and other experts selected by it the Administrator 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; (cii) makes no warranty or representation to any Lender Purchaser or any other Person Purchaser Agent and shall not be responsible to any Lender Purchaser or any other Person Purchaser Agent for any statements, warranties or representations made by any Person in or in connection with this Agreement or any other Loan DocumentAgreement; (diii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of any of this Agreement or any other Loan Document or the satisfaction of any conditions precedent under this Agreement or any Loan Document on the part of the Borrower Seller, the Servicer, any Sub-Servicer, Lyondell Chemical or other Persons any Originator or to inspect the property, property (including the books or records and records) of the Borrower Seller, the Servicer, any Sub-Servicer, Lyondell Chemical or any other PersonOriginator; (eiv) shall not be responsible to any Lender Purchaser or Purchaser Agent for the due execution, legality, validity, enforceability, genuineness, sufficiency sufficiency, or value of this Agreement Agreement, or any other Loan Document, any other instrument or document furnished pursuant thereto or any collateral covered thereby or the perfection or priority of any Lien in favor of the Agent on behalf of the Lenders in any such collateralhereto; and (fv) shall incur no liability under or in respect of this Agreement or any other Loan Transaction Document by acting upon any noticenotice (including notice by telephone), consent, certificate or other instrument or writing (which may be by telephone or telecopyfacsimile) believed by it to be genuine and signed, signed or sent or given by the proper party or parties. The Administrator may at any time request instructions from the Purchasers and/or Purchaser Agents, and the Purchaser Agents may at any time request instructions from the Purchasers in their Purchaser Groups, with respect to any actions or approvals which by the terms of this Agreement or of any of the other Transaction Documents the Administrator or such Purchaser Agent is permitted or required to take or to grant, and if such instructions are promptly requested, the Administrator and/or such Purchaser Agent shall be absolutely entitled to refrain from taking any action or to withhold any approval and shall not be under any liability whatsoever to any Person for refraining from any action or withholding any approval under any of the Transaction Documents until it shall have received such instructions from the Majority Purchaser Agents, in the case of the Administrator or Purchasers holding the majority of the aggregate of the Commitments in such Purchaser Agent’s Purchaser Group, in the case of any Purchaser Agent (or, in either case, where expressly required hereunder, from the Majority LC Participants, the LC Bank, all of the Purchasers and/or all of the LC Participants). Without limiting the foregoing, (x) none of the Purchasers and the Purchaser Agents shall have any right of action whatsoever against the Administrator as a result of the Administrator acting or refraining from acting under this Agreement or any of the other Transaction Documents in accordance with the instructions of the Majority Purchaser Agent and (y) none of the Purchasers in a Purchaser Agent’s Purchaser Group shall have any right of action whatsoever against such Purchaser Agent as a result of such Purchaser Agent acting or refraining from acting under this Agreement or any of the other Transaction Documents in accordance with the instructions of the Purchasers within such Purchaser Agent’s Purchaser Group with a majority of the Commitments of such Purchaser Group. The Administrator shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement in accordance with a request of the required Purchasers or required Purchaser Agents, and such request and any action taken or failure to act pursuant thereto shall be binding upon all Purchasers, all Purchaser Agents and the Administrator. Each Purchaser Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement in accordance with a request of the Purchasers in such Purchaser Agent’s Purchaser Group with a majority of the Commitments of such Purchaser Group, and any such request and any action taken or failure to act pursuant thereto shall be binding upon all the Purchasers in such Purchaser Agent’s Purchaser Group and such Purchaser Agent.

Agent’s Reliance, Etc. Notwithstanding any other provisions of this Agreement or any other Loan Documents, neither the Agent nor any of its directors, officers, agents, employees or counsel shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement or any other Loan Document, except for its or their own gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final, non-appealable judgment. Without limiting the generality of the foregoing, the Agent: (a) may treat the payee of any Note as the holder thereof until the Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Agent; (b) may consult with legal counsel (including its own counsel or counsel for the Borrower or any other Loan 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; (c) makes no warranty or representation to any Lender or any other Person and shall not be responsible to any Lender or any other Person for any statements, warranties or representations made by any Person in or in connection with this Agreement or any other Loan Document; (d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of any of this Agreement or any other Loan Document or the satisfaction of any conditions precedent under this Agreement or any Loan Document on the part of the Borrower or other Persons (except for the delivery to it of any certificate or document specifically required to be delivered to it pursuant to Section 5.1.) or inspect the property, books or records of the Borrower or any other Person; (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, any other instrument or document furnished pursuant thereto or any collateral covered thereby or the perfection or priority of any Lien in favor of the Agent on behalf of the Lenders in any such collateral; and (f) shall incur no liability under or in respect of this Agreement or any other Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telephone or telecopy) believed by it to be genuine and signed, sent or given by the proper party or parties.

Agent’s Reliance, Etc. Notwithstanding any other provisions of this Agreement or any other Loan Documents, neither the Agent nor any of its directors, officers, agents, employees or counsel shall be liable to any Lender for any action taken or omitted to be taken by it or them under or in connection with this Agreement or any other Loan Document, except for its or their own gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final, non-appealable judgment. Without limiting the generality of the foregoing, the Agent: (a) may treat the payee of any Note as the holder thereof until the Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Agent; (b) may consult with legal counsel (including its own counsel or counsel for the Borrower or any other Loan 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; (c) makes no warranty or representation to any Lender or any other Person and shall not be responsible to any Lender or any other Person for any statements, warranties or representations made by any Person in or in connection with this Agreement or any other Loan Document; (d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of any of this Agreement or any other Loan Document or the satisfaction of any conditions precedent under this Agreement or any Loan Document on the part of the Borrower Parent, the Borrower, any Loan Party or other Persons (except for the delivery to it of any certificate or document specifically required to be delivered to it pursuant to Section 5.1) or inspect the property, books or records of the Borrower Parent, the Borrower, any Loan Party or any other Person; (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, any other instrument or document furnished pursuant thereto or any collateral covered thereby or the perfection or priority of any Lien in favor of the Agent on behalf of the Lenders in any such collateral; and (f) shall incur no liability to any Lender under or in respect of this Agreement or any other Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telephone or telecopy) believed by it to be genuine and signed, sent or given by the proper party or parties; and (g) except as expressly set forth herein, the Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower, the Parent or any of their respective Subsidiaries that is communicated to or obtained by the bank serving as Agent or any of its Affiliates in any capacity. Unless set forth in writing to the contrary, the making of its initial Loan by a Lender shall constitute a certification by such Lender to the Agent and the other Lenders that the Borrower has satisfied the conditions precedent for initial Loans set forth in Sections 5.1 and 5.2 and that have not previously been waived by the Requisite Lenders.

Agent’s Reliance, Etc. Notwithstanding any other provisions of this Agreement or any other Loan Documents, neither Neither the Agent nor any of its directors, officers, agents, agents or employees or counsel shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement or any other Loan DocumentAgreement, except for its or their own gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final, non-appealable judgmentmisconduct. Without limiting limitation of the generality of the foregoing, the Agent: (ai) may treat the payee of Lender that made any Note Advance as the holder thereof of the Debt resulting therefrom until the Agent receives written notice of and accepts an Assumption Agreement entered into by an Assuming Lender as provided in Section 2.18 or 2.19, as the assignment case may be, or transfer thereof signed an Assignment and Acceptance entered into by such payee Lender, as assignor, and an Eligible Assignee, as assignee, as provided in form satisfactory to the AgentSection 8.07; (bii) may consult with legal counsel (including its own counsel or counsel for the Borrower or any other Loan PartyBorrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (ciii) makes no warranty or representation to any Lender or any other Person and shall not be responsible to any Lender or any other Person for any statements, warranties or representations (whether written or oral) made by any Person in or in connection with this Agreement or any other Loan DocumentAgreement; (div) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of any of this Agreement or any other Loan Document or the satisfaction of any conditions precedent under this Agreement or any Loan Document on the part of the Borrower or other Persons or to inspect the property, property (including the books or records and records) of the Borrower or any other PersonBorrower; (ev) 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, any other instrument or document furnished pursuant thereto or any collateral covered thereby or the perfection or priority of any Lien in favor of the Agent on behalf of the Lenders in any such collateralhereto; 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 may be by telephone telecopier, telegram or telecopytelex) believed by it to be genuine and signed, signed or sent or given by the proper party or parties.

Agent’s Reliance, Etc. Notwithstanding any other provisions of this Agreement or any other Loan Documents, neither Neither the Agent nor any of its directors, officers, agents, agents or employees or counsel shall be liable to any Lender for any action taken or omitted to be taken by it or them under or in connection with this Agreement or any other Loan DocumentFinancing Agreement, except for its or their own gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final, non-appealable judgmentmisconduct. Without limiting the generality of the foregoing, the Agent: (a) may treat the payee original or any successor Lender or holder of any Note as the Lender or the holder thereof until it receives notice from the Agent receives written notice Lender or the payee of such Note concerning the assignment of such Lenders interests or transfer thereof signed by of such payee and in form satisfactory to the AgentNote; (b) may employ and consult with legal counsel (including its own counsel or counsel for the Borrower or any other Loan PartyBorrower), independent public accountants accountants, and other experts selected by it and shall not be liable to any Lender for any action taken taken, or omitted to be taken taken, in good faith by it or them in accordance with the advice of such counsel, accountants, or experts received in such consultations and shall not be liable for any negligence or misconduct of any such counsel, accountants or other experts; (c) makes no warranty or representation to any Lender or any other Person and shall not be responsible to any Lender or any other Person for any opinions, certifications, statements, warranties or representations made by any Person in or in connection with this Agreement or any other Loan DocumentFinancing Agreement; (d) shall not have any duty to any Lender to ascertain or to inquire as to the performance or observance of any of the terms, covenants covenants, or conditions of any of this Financing Agreement or any other Loan Document instrument or the satisfaction of any document furnished pursuant thereto or to satisfy itself that all conditions precedent under this Agreement or to and requirements for any Loan Document on the part of the have been met or that Borrower is entitled to any Loan or other Persons or to inspect the property, property (including the books or records and records) of the Borrower or any other PersonBorrower; (e) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this any Financing Agreement or any other Loan Document, any other instrument or document furnished pursuant thereto or any collateral covered thereby or the perfection or priority of any Lien in favor of the Agent on behalf of the Lenders in any such collateralthereto; and (f) shall incur no liability under or in respect of this Agreement or any other Loan Document by acting upon any notice, consent, certificate certificate, or other instrument or writing (which may be by telephone telegram, cable, telex, or telecopyotherwise) believed by it to be genuine and signed, signed or sent or given by the proper party or parties.

Agent’s Reliance, Etc. Notwithstanding any other provisions of this Agreement or any other Loan Documents, neither Neither the Agent nor any of its directors, officers, agents, or employees or counsel shall be liable to any Bank for any action taken or omitted to be taken by it or them under or in connection with this Agreement or any Agreement, the Notes and the other Loan DocumentDocuments, except for its or their own gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final, non-appealable judgmentmisconduct. Without limiting limitation of the generality of the foregoing, the Agent: (a) may treat the payee original or any successor holder of any Note as the holder thereof until the Agent receives written notice from the Bank which is the payee of such Note concerning the assignment or transfer thereof signed by of such payee and in form satisfactory to the AgentNote; (b) may employ and consult with legal counsel (including its own counsel or counsel for the Borrower or any other Loan PartyBorrower), independent public accountants accountants, and other experts selected by it and shall not be liable to any Bank for any action taken taken, or omitted to be taken taken, in good faith by it or them in accordance with the advice of such counsel, accountants accountants, or experts received in such consultations and shall not be liable for any negligence or misconduct of any such counsel, accountants, or other experts; (c) makes no warranty or representation to any Lender or any other Person Bank and shall not be responsible to any Lender or any other Person Bank for any opinions, certifications, statements, warranties warranties, or representations made by any Person in or in connection with this Agreement or any other Loan DocumentAgreement; (d) shall not have any duty to any Bank to ascertain or to inquire as to the performance or observance of any of the terms, covenants covenants, or conditions of any of this Agreement or any other Loan Document instrument or the satisfaction of any document furnished pursuant thereto or to satisfy itself that all conditions precedent under this Agreement or to and requirements for any Loan Document on the part of have been met or that the Borrower is entitled to any Loan or other Persons or to inspect the property, property (including the books or records and records) of the Borrower or any other PersonSubsidiary; (e) shall not be responsible to any Lender Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency sufficiency, or value of this Agreement or any other Loan Document, any other instrument or document furnished pursuant thereto or any collateral covered thereby or the perfection or priority of any Lien in favor of the Agent on behalf of the Lenders in any such collateralthereto; and (f) shall incur no liability under or in respect of this Agreement or any other Loan Document by acting acing upon any notice, consent, certificate certificate, or other instrument or writing (which may be by telephone telegram, cable, telex, or telecopyotherwise) believed by it to be genuine and signed, signed or sent or given by the proper party or parties.

Agent’s Reliance, Etc. Notwithstanding any other provisions of this Agreement or any other Loan Documents, neither Neither the Agent nor any of its directors, officers, agents, agents or employees or counsel shall be liable for any action taken or omitted to be taken by it or them as Agent under or in connection with this Agreement or any of the other Loan DocumentTransaction Documents, except for its or their own gross negligence or willful misconduct as misconduct. Each Lender and each other Secured Party hereby waives any and all claims against the Agent or any of its Affiliates for any action taken or omitted to be taken by the Agent or any of its Affiliates under or in connection with this Agreement or any of the other Transaction Documents, except for its or their own gross negligence or willful misconduct. The Agent shall not be liable to the Borrower, any Lender, any other Secured Party or any other Person with respect to any determination made by it in good faith unless it shall be determined by a court of competent jurisdiction that the Agent was grossly negligent in a final, non-appealable judgmentascertaining the pertinent facts. Without limiting the generality of the foregoing, the Agent: (a) may treat the payee of any Note as the holder thereof until the Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Agent; (bi) may consult with legal counsel (including its own counsel or counsel for the Borrower or any other Loan Partythe Transferor), 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; (cii) makes no warranty or representation to any Lender or any other Person and shall not be responsible to any Lender or any other Person for any statements, warranties or representations made by any Person in or in connection with this Agreement or any other Loan DocumentAgreement; (diii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of any of this Agreement or any of the other Loan Document or the satisfaction of any conditions precedent under this Agreement or any Loan Document Transaction Documents on the part of the Borrower Borrower, the Transferor, or other Persons the Servicer or to inspect the property, property (including the books or records and records) of the Borrower Borrower, the Transferor, or any other Personthe Servicer; (eiv) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement Agreement, any of the other Transaction Documents or any other Loan Document, any other instrument or document furnished pursuant thereto hereto or any collateral covered thereby or the perfection or priority of any Lien in favor of the Agent on behalf of the Lenders in any such collateralthereto; and (fv) may rely upon and/or shall incur no liability under or in respect of this Agreement or any of the other Loan Document Transaction Documents by acting upon any noticenotice (including notice by telephone), consent, certificate or other instrument or writing (which may be by telephone or telecopyfacsimile) believed by it to be genuine and signed, signed or sent or given by the proper party or parties, or upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person. In determining compliance with any condition hereunder to the making of an Advance that by its terms must be fulfilled to the satisfaction of a Lender, the Agent may presume that such condition is satisfactory to such Lender unless the Agent shall have received notice to the contrary from such Lender prior to the making of such Advance.

Agent’s Reliance, Etc. Notwithstanding any other provisions of this Agreement or any other Neither the Loan Documents, neither Agent nor the Collateral Agent nor any of its their respective Affiliates, directors, officers, agents, agents or employees or counsel shall be liable to any Lender for any action taken or omitted to be taken by it or them by such directors, officers, agents or employees under or in connection with this Agreement Agreement, the Notes or any other Loan Document, except for its or their own gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final, non-appealable judgmentmisconduct. Without limiting limitation of the generality of the foregoing, each of the Loan Agent and the Collateral Agent: (a) may treat the payee of any Note as the holder thereof until the Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Agent; (bi) may consult with legal counsel (including its own counsel or counsel for the Borrower or any other Loan Party)counsel, independent public accountants and other experts selected by it and shall not be liable to any Lender 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; (cii) makes no warranty or representation to any Lender or any other Person and shall not be responsible to any Lender or any other Person for any statements, warranties or representations (whether oral or written) made by any Person in or in connection with this Agreement Agreement, the Notes or any other Loan Document; (diii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of any of this Agreement Agreement, the Notes or any other Loan Document or the satisfaction of any conditions precedent under this Agreement or any Loan Document on the part of Guarantor or the Borrower Borrowers or other Persons or to inspect the propertyproperty (including the books and records) of Guarantor, books or records of the Borrower Borrowers or any other Personof their respective Subsidiaries; (eiv) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement Agreement, the Notes or any other Loan Document, or any other instrument or document furnished pursuant thereto or any collateral covered thereby or the perfection or priority of any Lien in favor of the Agent on behalf of the Lenders in any such collateralthereto; and (fv) shall incur no liability under or in respect of to this Agreement Agreement, the Notes or any other Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telephone telegram, facsimile transmission, cable or telecopytelex) believed by it to be genuine and signed, signed or sent or given by the proper party or parties; and (vi) may deem and treat each Lender which makes a loan hereunder as the holder of the indebtedness resulting therefrom for all purposes hereof until the Loan Agent receives and accepts an Assignment and Assumption entered into by such Lender, as assignor, and an eligible assignee as provided in Section 9.2 hereof.

Agent’s Reliance, Etc. Notwithstanding The Agent may execute any other provisions of its duties under this Agreement by or through agents or attorneys-in-fact. The Agent shall not be responsible for the negligence or misconduct of any other Loan Documents, neither agents or attorneys-in-fact selected by it with reasonable care. Neither the Agent nor any of its directors, officers, agents, employees employees, attorneys-in-fact or counsel Affiliates shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement or any other Loan DocumentAgreement, except for its or their own gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final, non-appealable judgmentmisconduct. Without limiting limitation of the generality of the foregoing, the Agent: (ai) may treat the payee of any Note as the holder thereof until the Agent receives written notice and accepts an Assignment and Acceptance entered into by the Lender that is the payee of the assignment or transfer thereof signed by such payee Note, as assignor, and an Eligible Assignee, as assignee, as provided in form satisfactory to the AgentSection 8.07; (bii) may consult with legal counsel (including its own counsel or counsel for the Borrower or any other Loan PartyBorrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (ciii) makes no warranty or representation to any Lender or any other Person and shall not be responsible to any Lender or any other Person for any statements, warranties or representations (whether written or oral) made by any Person in or in connection with this Agreement or any other Loan DocumentAgreement; (div) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of any of this Agreement or any other Loan Document or the satisfaction of any conditions precedent under this Agreement or any Loan Document on the part of the Borrower or other Persons or to inspect the property, property (including the books or records and records) of the Borrower or any other PersonBorrower; (ev) 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, any other instrument or document furnished pursuant thereto or any collateral covered thereby or the perfection or priority of any Lien in favor of the Agent on behalf of the Lenders in any such collateralhereto; 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 may be by telephone telecopier, telegram or telecopytelex) believed by it to be genuine and signed, signed or sent or given by the proper party or parties.

Agent’s Reliance, Etc. Notwithstanding any other provisions of this Agreement or any other Loan Documents, neither the Neither Agent nor any of its directors, officers, agents, agents or employees or counsel shall be liable for any action taken or omitted to be taken by it or them as Agent under or in connection with this Agreement (including Agent’s servicing, administering or any other Loan Document, collecting Receivables) except for its or their own gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final, non-appealable judgmentmisconduct. Without limiting the generality of the foregoing, the Agent: (a) may treat the payee of any Note as the holder thereof until the Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Agent; (bi) may consult with legal counsel (including its own counsel or counsel for the Borrower or any other Loan PartyBorrower), 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; (cii) makes no warranty or representation to any Lender or any other Person and shall not be responsible to any Lender or any other Person for any statements, warranties or representations made by any Person in or in connection with this Agreement or any other Loan DocumentAgreement; (diii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of any of this Agreement or any other Loan Document or the satisfaction of any conditions precedent under this Agreement or any Loan Document on the part of the Borrower or other Persons or to inspect the property, property (including the books or records and records) of the Borrower or any other Person(except as otherwise expressly set forth in this Agreement); (eiv) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency sufficiency, or value of this Agreement Agreement, or any other Loan Document, any other instrument or document furnished pursuant thereto hereto, or any collateral covered thereby certificate, report, statement or other document referred to or provided for in, or received by Agent under or in connection with, the perfection Loan Documents, or priority for any failure of Borrower or any Lien in favor of its Affiliates to perform its obligation under the Agent on behalf of the Lenders in any such collateralLoan Documents; and (fv) shall incur no liability under or in respect of this Agreement or any other Loan Document by acting upon any noticenotice (including notice by telephone), consent, certificate or other instrument or writing (which may be by telephone telex or telecopytelecopier) believed by it to be genuine and signed, to be or to have been signed or sent or given by the proper party or parties. Agent may, but shall not be required to, at any time request instructions from Lenders with respect to any actions or approvals which by the terms of this Agreement or of any of the other Loan Documents Agent is permitted or required to take or to grant, and Agent shall be absolutely entitled to refrain from taking any action or to withhold any approval and shall not be under any liability whatsoever to any Person for refraining from any action or withholding any approval under any of the Loan Documents until it shall have received such instructions from the requisite Lender, as applicable in accordance with this Agreement. Without limiting the foregoing, Lender shall not have any right of action whatsoever against Agent as a result of Agent acting or refraining from acting under this Agreement or any of the other Loan Documents in accordance with the instructions of the requisite Lender as applicable in accordance with this Agreement. Agent shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document or conversation reasonably believed by it or them to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel (including counsel to Borrower), independent accountants and other experts selected by Agent.

Agent’s Reliance, Etc. Notwithstanding None of the Agents, any other provisions of this Agreement their affiliates or any other Loan Documents, neither the Agent nor any of its their respective directors, officers, agents, agents or employees or counsel shall be liable for any action taken or omitted to be taken by it it, him, her or them under or in connection with this Agreement or any the other Loan DocumentDocuments, except for its its, his, her or their own gross negligence negligence, bad faith or willful misconduct as determined by a court of competent jurisdiction in a final, non-appealable judgmentmisconduct. Without limiting the generality foregoing, each of the foregoing, the Agent: Agents (a) may treat the payee of any Note as its holder until such Note has been assigned in accordance with Section 14.6, (b) may rely on the holder thereof until the Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory Register to the Agent; extent set forth in Section 14.6, (bc) may consult with legal counsel (including its own counsel or counsel for to the Borrower Company or any other Loan 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; , (cd) makes no warranty or representation to any Lender or any other Person Issuing Lender and shall not be responsible to any Lender or any other Person Issuing Lender for any statements, warranties or representations made by or on behalf of Revlon, the Company or any Person of the Company’s Subsidiaries in or in connection with this Agreement or any other Loan Document; , (de) shall not have any duty to ascertain or to inquire either as to the performance or observance of any of the termsterm, covenants covenant or conditions of any condition of this Agreement or any other Loan Document or Document, as to the satisfaction financial condition of any conditions precedent under this Agreement Borrower or any Loan Document on Party or as to the part existence or possible existence of the Borrower any Default or other Persons or inspect the propertyEvent of Default, books or records of the Borrower or any other Person; (ef) shall not be responsible to any Lender or Issuing Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the attachment, perfection or priority of any Lien created or purported to be created under or in connection with, this Agreement or Agreement, any other Loan Document, Document or any other instrument or document furnished pursuant hereto or thereto or any collateral covered thereby or the perfection or priority of any Lien in favor of the Agent on behalf of the Lenders in any such collateral; and (fg) shall incur no liability under or in respect of this Agreement or any other Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which writing may be by a telecopy or electronic mail) or any telephone or telecopy) message believed by it to be genuine and signed, signed or sent or given by the proper party or parties.

Agent’s Reliance, Etc. Notwithstanding any other provisions of this Agreement or any other Loan Documents, neither the Neither Agent nor any of its Affiliates nor any of their respective directors, officers, agents, agents or employees or counsel shall be liable for any action taken or omitted to be not taken by it or them under or in connection with this Agreement or any the other Loan DocumentDocuments, except for damages caused by its or their own gross negligence or willful misconduct or that of its Affiliates or their respective directors, officers, agents or employees as determined by a court of competent jurisdiction in a final, final and non-appealable judgment. Without limiting the generality of the foregoing, the Agent: (a) may treat the payee of any Note as the holder thereof until the Agent receives written notice of the assignment or transfer thereof signed by such payee and in form reasonably satisfactory to the Agent; (b) may consult with legal counsel (including its own counsel or counsel for the Borrower or any other Loan Party)counsel, independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken by it in good faith by it in accordance with the advice of such counsel, accountants or experts; (c) makes no warranty or representation to any Lender or any other Person and shall not be responsible to any Lender or any other Person for any statements, warranties or representations made by any Person in or in connection with this Agreement or any the other Loan DocumentDocuments; (d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of any of this Agreement or any the other Loan Document or the satisfaction of any conditions precedent under this Agreement or any Loan Document Documents on the part of the Borrower any Credit Party or other Persons or to inspect the property, Collateral (including the books or records and records) of the Borrower or any other PersonCredit Party; (e) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any the other Loan Document, Documents or any other instrument or document furnished pursuant thereto hereto or any collateral covered thereby or the perfection or priority of any Lien in favor of the Agent on behalf of the Lenders in any such collateralthereto; and (f) shall incur no liability under or in respect of this Agreement or any the other Loan Document Documents by acting upon any notice, consent, certificate or other instrument or writing (which may be by telephone fax, telegram, cable or telecopytelex) believed by it to be genuine and signed, signed or sent or given by the proper party or parties; and (g) shall be entitled to delegate any of its duties hereunder to one or more sub-agents. Except for action requiring the approval of Requisite Lenders or all Lenders, as the case may be, Agent shall be entitled to use its discretion with respect to exercising or refraining from exercising any rights which may be vested in it by, and with respect to taking or refraining from taking any action or actions which it may be able to take under or in respect of, this Agreement, unless Agent shall have been instructed by Requisite Lenders or all Lenders, as the case may be, to exercise or refrain from exercising such rights or to take or refrain from taking such action. No Agent shall incur any liability to the Lenders under or in respect of this Agreement with respect to anything which it may do or refrain from doing in the reasonable exercise of its judgment or which may seem to it to be necessary or desirable in the circumstances, except for its own gross negligence, bad faith, material breach or willful misconduct as determined by a court of competent jurisdiction in a final and non-appealable judgment. No Agent shall be liable to any Lender in acting or refraining from acting under this Agreement in accordance with the instructions of Requisite Lenders or all Lenders, as the case may be, and any action taken or failure to act pursuant to such instructions shall be binding on all Lenders.

Agent’s Reliance, Etc. Notwithstanding any other provisions of this Agreement or any other Loan Documents, neither the Agent nor any of its directors, officers, agents, employees or counsel shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement or any other Loan Document, except for its or their own gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final, non-appealable judgmentmisconduct. Without limiting the generality of the foregoing, the Agent: (a) may treat the payee of any Note as the holder thereof until the Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Agent; (b) may consult with legal counsel (including its own counsel or counsel for the Borrower or any other Loan 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; (c) makes no warranty or representation to any Lender or any other Person and shall not be responsible to any Lender or any other Person for any statements, warranties or representations made by any Person in or in connection with this Agreement or any other Loan Document; (d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of any of this Agreement or any other Loan Document or the satisfaction of any conditions precedent under this Agreement or any Loan Document on the part of the Borrower or other Persons or inspect the property, books or records of the Borrower or any other Person; (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, any other instrument or document furnished pursuant thereto or any collateral covered thereby or the perfection or priority of any Lien in favor of the Agent on behalf of the Lenders in any such collateral; and (f) shall incur no liability under or in respect of this Agreement or any other Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telephone or telecopy) believed by it to be genuine and signed, sent or given by the proper party or parties.

Agent’s Reliance, Etc. Notwithstanding Agent may, without incurring any other provisions of this Agreement or any other Loan Documentsliability hereunder, neither the Agent nor (a) consult with any of its directorsRelated Persons and, officerswhether or not selected by it, agentsany other advisors, employees accountants and other experts (including advisors to, and accountants and experts engaged by, Borrower) and (b) rely and act upon any document and information (including those transmitted by electronic transmission) and any telephone message or counsel conversation, in each case believed by it to be genuine and transmitted, signed or otherwise authenticated by the appropriate parties. None of Agent and its Related Persons shall be liable for any action taken or omitted to be taken by it or any of them under or in connection with this Agreement or any other Loan Document, and each Lender and Borrower hereby waives and shall not assert (and Borrower shall cause its Subsidiaries to waive and agree not to assert) any right, claim or cause of action based thereon, except for its or their own to the extent of liabilities resulting from the gross negligence or willful misconduct of Agent or, as the case may be, such Related Person (each as determined by a court of competent jurisdiction in a final, non-appealable judgmentjudgment of a court of competent jurisdiction) in connection with the duties of Agent expressly set forth herein. Without limiting the generality of the foregoing, the Agent: (ai) may treat the payee of any Note as the holder thereof until the Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Agent; (b) may consult with legal counsel (including its own counsel or counsel for the Borrower or any other Loan Party), independent public accountants and other experts selected by it and shall not be liable responsible or otherwise incur liability for any action taken or omitted to be omission taken in good faith by it reliance upon the instructions of the Required Lenders or for the actions or omissions of any of its Related Persons, except to the extent that a court of competent jurisdiction determines in accordance a final non-appealable judgment that Agent acted with gross negligence or willful misconduct in the advice selection of such counsel, accountants or expertsRelated Person; (cii) makes no warranty or representation to any Lender or any other Person and shall not be responsible to any Lender or other Person for the due execution, legality, validity, enforceability, effectiveness, genuineness, sufficiency or value of, or the attachment, perfection or priority of any Lien created or purported to be created under or in connection with, any Loan Document; (iii) makes no warranty or representation, and shall not be responsible, to any Lender or other Person for any statementsstatement, warranties document, information, representation or representations warranty made or furnished by or on behalf of Borrower or any Related Person in or of Borrower in connection with this Agreement any Loan Document or any transaction contemplated therein or any other document or information with respect to Borrower, whether or not transmitted or (except for documents expressly required under any Loan DocumentDocument to be transmitted to the Lenders) omitted to be transmitted by Agent, including as to completeness, accuracy, scope or adequacy thereof, or for the scope, nature or results of any due diligence performed by Agent in connection with the Loan Documents; and (div) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions provision of any of this Agreement or Loan Document, whether any other Loan Document or the satisfaction of any conditions precedent under this Agreement or condition set forth in any Loan Document on is satisfied or waived, as to the part financial condition of the Borrower or other Persons as to the existence or inspect the propertycontinuation or possible occurrence or continuation of any default or Event of Default, books and shall not be deemed to have notice or records knowledge of the such occurrence or continuation unless it has received a notice from Borrower or any other Person; Lender describing such default or Event of Default that is clearly labeled “notice of default” (e) in which case Agent shall promptly give notice of such receipt to all of the Lenders, provided that Agent shall not be responsible liable to any Lender for any failure to do so, except to the due executionextent that such failure is attributable to Agent’s gross negligence or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction); and, legalityfor each of the items set forth in clauses (i) through (iv) above, validityeach Lender and Borrower hereby waives and agrees not to assert (and Borrower shall cause its Subsidiaries to waive and agree not to assert) any right, enforceability, genuineness, sufficiency claim or value cause of this Agreement action it might have against Agent based thereon. No Lender shall have any right of action whatsoever against Agent as a result of Agent acting or (where so instructed) refraining from acting hereunder or under any of the other Loan Document, any other instrument or document furnished pursuant thereto or any collateral covered thereby or Documents in accordance with the perfection or priority of any Lien in favor instructions of the Agent on behalf Required Lenders (or such other number or percentage of the Lenders in any such collateral; and (f) as shall incur no liability under be expressly provided for herein or in respect of this Agreement or any the other Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telephone or telecopy) believed by it to be genuine and signed, sent or given by the proper party or partiesDocuments).

Agent’s Reliance, Etc. Notwithstanding any other provisions of this Agreement or any other Loan Documents, neither the Agent nor any of its directors, officers, agents, employees or counsel shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement or any other Loan DocumentAgreement, except for its or their own gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final, non-appealable judgmentmisconduct. Without limiting the generality of the foregoing, the Agent: (a) may treat the payee of any Note as the holder thereof until the Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Agent; (b) may consult with legal counsel (including its own counsel or counsel for the Borrower or any other Loan 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; (c) makes no warranty or representation to any Lender or any other Person and shall not be responsible to any Lender or any other Person for any statements, warranties or representations made by any Person in or in connection with this Agreement or any other Loan Document; (d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of any of this Agreement or any other Loan Document or the satisfaction of any conditions precedent under this Agreement or any Loan Document on the part of the Borrower or other Persons or inspect the property, books or records of the Borrower or any other Person; (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, any other instrument or document furnished pursuant thereto or any collateral covered thereby or the perfection or priority of any Lien in favor of the Agent on behalf of the Lenders in any such collateral; and (f) shall incur no liability under or in respect of this Agreement or any other Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telephone or telecopy) believed by it to be genuine and signed, sent or given by the proper party or parties.

Agent’s Reliance, Etc. Notwithstanding any other provisions None of this Agreement or any other Loan Documentsthe Administrator and the Purchaser Agents, neither the Agent nor any of its their respective directors, officers, agents, agents or employees or counsel shall be liable for any action taken or omitted to be taken by it as Administrator or them as Purchaser Agent, as the case may be, under or in connection with this Agreement or any other Loan Document, except for its or their such Person’s own gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final, non-appealable judgmentmisconduct. Without limiting the generality Each of the foregoing, the Administrator and each Purchaser Agent: (a) may treat the payee of any Note as the holder thereof until the Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Agent; (bi) may consult with legal counsel (including its own counsel or counsel for the Borrower or any other Loan PartySeller), independent public accountants and other experts selected by it the Administrator 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; (cii) makes no warranty or representation to any Lender Purchaser or any other Person Purchaser Agent and shall not be responsible to any Lender Purchaser or any other Person Purchaser Agent for any statements, warranties or representations made by any Person in or in connection with this Agreement or any other Loan DocumentAgreement; (diii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of any of this Agreement or any other Loan Document or the satisfaction of any conditions precedent under this Agreement or any Loan Document on the part of the Borrower Seller, the Servicer, any Sub-Servicer, the Transferor or other Persons any Originator or to inspect the property, property (including the books or records and records) of the Borrower Seller, the Servicer, any Sub-Servicer, the Transferor or any other PersonOriginator; (eiv) shall not be responsible to any Lender Purchaser or Purchaser Agent for the due execution, legality, validity, enforceability, genuineness, sufficiency sufficiency, or value of this Agreement Agreement, or any other Loan Document, any other instrument or document furnished pursuant thereto or any collateral covered thereby or the perfection or priority of any Lien in favor of the Agent on behalf of the Lenders in any such collateralhereto; and (fv) shall incur no liability under or in respect of this Agreement or any other Loan Transaction Document by acting upon any noticenotice (including notice by telephone), consent, certificate or other instrument or writing (which may be by telephone or telecopytelex) believed by it to be genuine and signed, signed or sent or given by the proper party or parties. The Administrator may at any time request instructions from the Purchasers and/or Purchaser Agents, and the Purchaser Agents may at any time request instructions from the Purchasers in their Purchaser Groups, with respect to any actions or approvals which by the terms of this Agreement or of any of the other Transaction Documents the Administrator or such Purchaser Agent is permitted or required to take or to grant, and if such instructions are promptly requested, the Administrator and/or such Purchaser Agent shall be absolutely entitled to refrain from taking any action or to withhold any approval and shall not be under any liability whatsoever to any Person for refraining from any action or withholding any approval under any of the Transaction Documents until it shall have received such instructions from the Majority Purchaser Agents, in the case of the Administrator or Purchasers holding the majority of the aggregate of the Commitments in such Purchaser Agent’s Purchaser Group, in the case of any Purchaser Agent (or, in either case, where expressly required hereunder, from the Majority LC Participants, the LC Bank, all of the Purchasers and/or all of the LC Participants). Without limiting the foregoing, (x) none of the Purchasers and the Purchaser Agents shall have any right of action whatsoever against the Administrator as a result of the Administrator acting or refraining from acting under this Agreement or any of the other Transaction Documents in accordance with the instructions of the Majority Purchaser Agents and (y) none of the Purchasers in a Purchaser Agent’s Purchaser Group shall have any right of action whatsoever against such Purchaser Agent as a result of such Purchaser Agent acting or refraining from acting under this Agreement or any of the other Transaction Documents in accordance with the instructions of the Purchasers within such Purchaser Agent’s Purchaser Group with a majority of the Commitments of such Purchaser Group. The Administrator shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement in accordance with a request of the required Purchasers or required Purchaser Agents, and such request and any action taken or failure to act pursuant thereto shall be binding upon all Purchasers, all Purchaser Agents and the Administrator. Each Purchaser Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement in accordance with a request of the Purchasers in such Purchaser Agent’s Purchaser Group with a majority of the Commitments of such Purchaser Group, and any such request and any action taken or failure to act pursuant thereto shall be binding upon all the Purchasers in such Purchaser Agent’s Purchaser Group and such Purchaser Agent.

Agent’s Reliance, Etc. Notwithstanding Neither any other provisions of this Agreement or any other Loan Documents, neither the Agent nor any of its their respective directors, officers, agents, agents or employees or counsel shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement or any other the Loan DocumentDocuments, except for its or their own gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final, non-appealable judgmentmisconduct. Without limiting limitation of the generality of the foregoing, the each Agent: (a) may treat the payee of any Note as the holder thereof until until, in the case of the Administrative Agent, the Administrative Agent receives written and accepts an Assignment and Acceptance entered into by the Lender that is the payee of such Note, as assignor, and an Eligible Assignee, as assignee, or, in the case of any other Agent, such Agent has received notice of from the assignment or transfer thereof signed by Administrative Agent that it has received and accepted such payee Assignment and Acceptance, in form satisfactory to the Agenteach case as provided in Section 9.07; (b) may consult with legal counsel (including its own counsel or counsel for the Borrower or any other Loan Party), independent public accountants and other experts selected by it with reasonable care and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (c) makes no warranty or representation to any Lender or any other Person Party and shall not be responsible to any Lender or any other Person Party for any statements, warranties or representations (whether written or oral) made by any Person in or in connection with this Agreement or any other the Loan DocumentDocuments; (d) shall not have any duty to ascertain or to inquire as to the performance performance, observance or observance satisfaction of any of the terms, covenants or conditions of any of this Agreement or any other Loan Document or the satisfaction of any conditions precedent under this Agreement or any Loan Document on the part of any Loan Party or the existence at any time of any Default under the Loan Documents or to inspect the property (including the books and records) of any Loan Party and shall not be deemed to have notice or knowledge of a Default or Event of Default unless it receives a written notice from the Borrower expressly stating that a Default or other Persons or inspect the property, books or records Event of the Borrower or any other PersonDefault has occurred; (e) shall not be responsible to any Lender Party for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of this Agreement any lien or security interest created or purported to be created under or in connection with, any other Loan Document, Document or any other instrument or document furnished pursuant thereto or any collateral covered thereby or the perfection or priority of any Lien in favor of the Agent on behalf of the Lenders in any such collateralthereto; and (f) shall incur no liability under or in respect of this Agreement or any other Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telephone telegram, telecopy or telecopytelex) believed by it to be genuine and signed, signed or sent or given by the proper party or parties.

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

Agent’s Reliance, Etc. Notwithstanding any other provisions of this Agreement or any other Loan Documents, neither Neither the Agent nor any of its directors, officers, agents, agents or employees or counsel shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement or any other Loan DocumentAgreement, except for its or their own gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final, non-appealable judgmentmisconduct. Without limiting limitation of the generality of the foregoing, the Agent: (ai) may treat the payee of Lender that made any Note Advance as the holder thereof of the Debt resulting therefrom until the Agent receives written notice of the assignment and accepts an Assumption Agreement entered into by an Assuming Lender as provided in Section 2.17 or transfer thereof signed 2.18 or an Assignment and Acceptance entered into by such payee Lender, as assignor, and an Eligible Assignee, as assignee, as provided in form satisfactory to the AgentSection 8.07; (bii) may consult with legal counsel (including its own counsel or counsel for the Borrower or any other Loan PartyBorrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (ciii) makes no warranty or representation to any Lender or any other Person and shall not be responsible to any Lender or any other Person for any statements, warranties or representations (whether written or oral) made by any Person in or in connection with this Agreement or any other Loan DocumentAgreement; (div) shall not have any duty to ascertain or to inquire as to the performance performance, observance or observance satisfaction of any of the terms, covenants or conditions of any of this Agreement or any other Loan Document or the satisfaction of any conditions precedent under this Agreement or any Loan Document on the part of the Borrower or other Persons the existence at any time of any Default or to inspect the property, property (including the books or records and records) of the Borrower or any other PersonBorrower; (ev) 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 this Agreement any lien or security interest created or purported to be created under or in connection with, any other Loan Document, Document or any other instrument or document furnished pursuant thereto or any collateral covered thereby or the perfection or priority of any Lien in favor of the Agent on behalf of the Lenders in any such collateralhereto; 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 may be by telephone telecopier, telegram or telecopytelex) believed by it to be genuine and signed, signed or sent or given by the proper party or parties.

Agent’s Reliance, Etc. Notwithstanding any other provisions of this Agreement or any other Loan Documents, neither the Agent nor any of its directors, officers, agents, employees or counsel shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement or any other Loan Document, except for its as and to the extent that caused by its, his or their her own gross negligence negligence, intentional misconduct, willful misfeasance, or willful misconduct bad faith or its, his or her own reckless disregard with respect to its, his or her obligations or duties under the Loan Documents, in each case as determined by a court of competent jurisdiction in a final, non-appealable judgment. Without limiting the generality of the foregoing, the Agent: (a) may treat the payee of any Note as the holder thereof until the Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Agent; and (b) may consult with legal counsel (including its own counsel or counsel for the Borrower or any other Loan PartyBorrower), 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; and (c) makes no warranty or representation to any Lender or any other Person and shall not be responsible to any Lender or any other Person for any statements, warranties or representations made by any Person in or in connection with this Agreement or any other Loan Document; and (d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of any of this Agreement or any other Loan Document or the satisfaction of any conditions precedent under this Agreement or any Loan Document on the part of the Borrower or other Persons or inspect the property, books or records of the Borrower or any other Person; and (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, any other instrument or document furnished pursuant thereto or any collateral covered thereby or the perfection or priority of any Lien (if any) in favor of the Agent on behalf of the Lenders in any such collateral; and (f) shall incur no liability under or in respect of this Agreement or any other Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telephone or telecopy) believed by it to be genuine and signed, sent or given by the proper party or parties. Unless set forth in writing to the contrary, the making of its initial Loan by a Lender shall constitute a certification by such Lender to Agent and the other Lenders that Borrower has satisfied the conditions precedent for initial Loans that have not previously been waived by the Required Lenders.

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

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

Agent’s Reliance, Etc. Notwithstanding any other provisions of this Agreement or any other Loan Documents, neither Neither the Administrative Agent nor any of its directors, officers, agents, agents or employees or counsel shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement or any other the Loan DocumentDocuments, except for its or their own gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final, non-appealable judgmentmisconduct. Without limiting limitation of the generality of the foregoing, the Administrative Agent: (a) may treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice and accepts an Assignment and Acceptance entered into by the Lender that is the payee of the assignment or transfer thereof signed by such payee Note, as assignor, and an Eligible Assignee, as assignee, as provided in form satisfactory to the AgentSection 8.07; (b) may consult with legal counsel (including its own counsel or counsel for the Borrower or any other Loan 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; (c) makes no warranty or representation to any Lender or any other Person Party and shall not be responsible to any Lender or any other Person Party for any statements, warranties or representations (whether written or oral) made by any Person in or in connection with this Agreement or any other the Loan DocumentDocuments; (d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of any of this Agreement or any other Loan Document or the satisfaction of any conditions precedent under this Agreement or any Loan Document on the part of the Borrower any Loan Party or other Persons or to inspect the property, property (including the books or records and records) of the Borrower or any other PersonLoan Party; (e) shall not be responsible to any Lender Party for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of this Agreement any lien or security interest created or purported to be created under or in connection with any other Loan Document, Document or any other instrument or document furnished pursuant thereto or any collateral covered thereby or the perfection or priority of any Lien in favor of the Agent on behalf of the Lenders in any such collateralthereto; and (f) shall incur no liability under or in respect of this Agreement or any other Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telephone telegram, telecopy or telecopytelex) believed by it to be genuine and signed, signed or sent or given by the proper party or parties.

Agent’s Reliance, Etc. Notwithstanding any other provisions (a) None of this Agreement the Agents, the Arrangers or any other Loan Documents, neither the Agent nor of their Affiliates or any of its their respective directors, officers, agents, agents or employees or counsel shall be liable for any action taken or omitted to be taken by it it, him, her or them under or in connection with this Agreement or any the other Loan DocumentDocuments, except for its its, his, her or their own gross 118 negligence or willful misconduct (as determined by a court of competent jurisdiction in a final, final and non-appealable judgmentdecision). Without limiting the generality of the foregoing, (i) the Agent: (a) Agents may treat the payee of any Note as its holder until such Note has been assigned in accordance with Section 9.04 (and 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 thereof until of any Note shall be conclusive and binding on any subsequent holder, transferee, assignee or endorsee, as the Agent receives written notice case may be, of such Note or of any Note or Notes issued in exchange therefor), (ii) the assignment or transfer thereof signed by such payee and in form satisfactory Agents may rely on the Register to the Agent; extent set forth in Section 9.04, (biii) the Agents and the Arrangers may consult with legal counsel (including its own counsel or counsel for to the Borrower or any other Loan 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; , (civ) makes no neither the Agents nor the Arrangers make any warranty or representation to any Lender or any other Person Issuer and none of them shall not be responsible to any Lender or any other Person Issuer for any statements, recitals, information, warranties or representations made by or on behalf of any Person in Loan Party in, or in connection with with, this Agreement or Agreement, any other Loan Document; Document or in any document, certificate or other writing delivered in connection herewith or therewith, (dv) neither the Agents nor the Arrangers shall not be deemed to have knowledge of any Default or Event of Default unless and until written notice thereof is given to such Agent or such Arranger by a Borrower or a Lender, (vi) neither Agent nor the Arranger shall have any duty to ascertain or to inquire either as to the performance or observance of any of the termsterm, covenants covenant or conditions of any condition of this Agreement or any other Loan Document or Document, as to the satisfaction financial condition of any conditions precedent under this Agreement Loan Party or as to the existence, or possible existence, of any Loan Document on Default or Event of Default, (vii) neither Agent nor the part of the Borrower or other Persons or inspect the property, books or records of the Borrower or any other Person; (e) Arrangers shall not be responsible to any Lender Lender, Issuer, holder of any Note or holder of any other Secured Obligation for the due execution, legality, validity, enforceability, genuineness, collectibility, sufficiency or value of, or the attachment, perfection or priority of any Lien created or purported to be created under or in connection with, this Agreement or Agreement, any other Loan Document, Document or any other instrument or document furnished pursuant thereto hereto or any collateral covered thereby or thereto, (viii) neither Agent nor the perfection or priority Arrangers shall have a duty to confirm the satisfaction of any Lien condition set forth in favor of the Agent on behalf of the Lenders Article IV or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to such collateral; Agent and (fix) neither Agent nor the Arrangers shall incur no any 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 by a telecopy or electronic mail) or any telephone or telecopy) message believed by it to be genuine and signed, signed or sent or given by the proper party or parties.

Agent’s Reliance, Etc. Notwithstanding any other provisions of this Agreement or any other Loan Documents, neither the Agent nor any of its directors, officers, agents, employees or counsel shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement or any other Loan DocumentAgreement, except for its or their own gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final, final and non-appealable judgmentdecision). Without limiting the generality of the foregoing, the Agent: (a) may treat the payee of any Note as the holder thereof until the Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Agent; (b) may consult with legal counsel (including its own counsel or counsel for the Borrower or any other Loan PartyObligor), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (c) makes no warranty or representation to any Lender or any other Person and shall not be responsible to any Lender or any other Person for any statements, warranties or representations made by any Person in or in connection with this Agreement or any other Loan Document; (d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of any of this Agreement or any other Loan Document or the satisfaction of any conditions precedent under this Agreement or any Loan Document on the part of the Borrower or other Persons or inspect the property, books or records of the Borrower or any other Person; (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, any other instrument or document furnished pursuant thereto or any collateral covered thereby or the perfection or priority of any Lien in favor of the Agent on behalf of the Lenders in any such collateral; and (f) shall incur no liability under or in respect of this Agreement or any other Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telephone or telecopy) believed by it to be genuine and signed, sent or given by the proper party or parties; and (g) except as expressly set forth in this Agreement, the Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower, the REIT Guarantor or any of their respective Subsidiaries that is communicated to or obtained by the bank serving as Agent or any of its Affiliates in any capacity.

Agent’s Reliance, Etc. Notwithstanding Neither the Program Agent nor any other provisions of this Agreement or any other Loan Documents, neither the Administrative Agent nor any of its their respective directors, officers, agents, agents or employees or counsel shall be liable for any action taken or omitted to be taken by it or them such Administrative Agent or the Program Agent under or in connection with this Agreement or any other Loan DocumentAgreement, except for its or their own gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final, non-appealable judgmentmisconduct. Without limiting the generality of the foregoing, (i) each of the AgentProgram Agent and the Administrative Agents: (a) may treat the payee of any Note as the holder thereof until the Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Agent; (b) may consult with legal counsel (including its own counsel or counsel for the Borrower Borrower, the Servicer or any other Loan PartyAffiliate of HDCC), 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; (cb) makes no warranty or representation to any Lender or any other Person and shall not be responsible to any Lender or any other Person for any statements, warranties or representations made by any Person in or in connection with this Agreement or any other Loan DocumentAgreement; (dc) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of any of this Agreement or any other Loan Document or the satisfaction of any conditions precedent under this Agreement or any Loan Document on the part of the Borrower or other Persons or inspect Borrower, the property, books or records of the Borrower Servicer or any other PersonAffiliate of HDCC or to inspect the property (including the books and records) of the Borrower, the Servicer or any other Affiliate of HDCC; (ed) 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, any other instrument or document furnished pursuant thereto hereto, or for the perfection, priority, condition, value or sufficiency of any collateral covered thereby or the perfection or priority of any Lien pledged in favor of the Agent on behalf of the Lenders in any such collateralconnection herewith; and (fe) shall incur no liability under or in respect of this Agreement or any other Loan Document by acting upon any noticenotice (including notice by telephone), consent, certificate or other instrument or writing (which may be by telephone or telecopyfacsimile) believed by it to be genuine and signed, signed or sent or given by the proper party or parties, (ii) the Program Agent may rely without further inquiry on the statements made to it by an Administrative Agent on behalf of its Lender Group, and (iii) the Program Agent shall not have any obligation to take any action to enforce, or incur any costs or expenses in connection with the enforcement of, any of the Facility Documents or to collect any amounts due thereunder unless the Program Agent is indemnified to its satisfaction and been provided assurances satisfactory to it that it shall reimbursed for any and all such costs and expenses.

Agent’s Reliance, Etc. Notwithstanding any other provisions of this Agreement or any other Loan Documents, neither the Agent nor any of its directors, officers, agents, employees or counsel shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement or any other Loan Document, except for its or their own gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final, non-appealable judgment. Without limiting the generality of the foregoing, the Agent: (a) may treat the payee of any Note as the holder thereof until the Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Agent; (b) may consult with legal counsel (including its own counsel or counsel for the Borrower or any other Loan 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; (c) makes no warranty or representation to any Lender or any other Person and shall not be responsible to any Lender or any other Person for any statements, warranties or representations made by any Person in or in connection with this Agreement or any other Loan Document; (d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of any of this Agreement or any other Loan Document or the satisfaction of any conditions precedent under this Agreement or any Loan Document on the part of the Borrower or other Persons (except for the delivery to it of any certificate or document specifically required to be delivered to it pursuant to Section 6.1.) or inspect the property, books or records of the Borrower or any other Person; (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, any other instrument or document furnished pursuant thereto or any collateral covered thereby or the perfection or priority of any Lien in favor of the Agent on behalf of the Lenders in any such collateral; and (f) shall incur no liability under or in respect of this Agreement or any other Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telephone or telecopy) believed by it to be genuine and signed, sent or given by the proper party or parties. Unless set forth in writing to the contrary, the making of its initial Loan by a Lender shall constitute a certification by such Lender to the Agent and the other Lenders that the Borrower has satisfied the conditions precedent for initial Loans set forth in Sections 6.1. and 6.2. that have not previously been waived by the Requisite Lenders.

Agent’s Reliance, Etc. Notwithstanding any other provisions of this Agreement or any other Loan Documents, neither Neither the Agent nor any of its directors, officers, agents, agents or employees or counsel shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement or any other Loan Document, except for its or their own gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final, non-appealable judgmentmisconduct. Without limiting limitation of the generality of the foregoing, the Agent: (a) may treat the payee of any Note as the holder thereof until the Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Agent; (bi) may consult with legal counsel (including its own counsel or including, without limitation, counsel for the Borrower or any other Loan PartyBorrower), 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; (cii) makes no warranty or representation to any Lender or any other Person Bank and shall not be responsible to any Lender or any other Person Bank for any statements, warranties or representations (whether written or oral) made by any Person in or in connection with this Agreement any of the Loan Documents or any other Loan Documentinstrument or document; (diii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of any of this Agreement the Loan Documents or any other Loan Document instrument or the satisfaction of any conditions precedent under this Agreement or any Loan Document document on the part of the Borrower or other Persons any Subsidiary of the Borrower or to inspect the property, Property (including the books or records and records) of the Borrower or any other PersonSubsidiary of the Borrower; (eiv) shall not be responsible to any Lender Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement any of the Loan Documents or any other Loan Document, any other instrument or document furnished pursuant thereto or any collateral covered thereby or the perfection or priority of any Lien in favor of the Agent on behalf of the Lenders in any such collateraldocument; and (fv) shall incur no liability under or in respect of this Agreement any of the Loan Documents or any other Loan Document instrument or document by acting upon any notice (including telephonic notice), consent, certificate or other instrument or writing (which may be by telephone facsimile or telecopyother electronic communication) believed by it to be genuine and signed, given or sent or given by the proper party or partiesparties and (vi) shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. The Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of an Advance, or the issuance of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Bank or an Issuing Bank, the Agent may presume that such condition is satisfactory to such Bank or Issuing Bank unless the Agent shall have received notice to the contrary from such Bank or Issuing Bank prior to the making of such Advance or the issuance of such Letter of Credit.

Agent’s Reliance, Etc. Notwithstanding any other provisions of this Agreement or any other Loan Documents, neither the Agent nor any of its directors, officers, agents, employees or counsel shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement or any other Loan Document, except for its or their own gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final, non-appealable judgment. Without limiting the generality of the foregoing, the Agent: (a) may treat the payee of any Note as the holder thereof until the Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Agent; (b) may consult with legal counsel (including its own counsel or counsel for the Borrower or any other Loan 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; (c) makes no warranty or representation to any Lender or any other Person and shall not be responsible to any Lender or any other Person for any statements, warranties or representations made by any Person in or in connection with this Agreement or any other Loan Document; (d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of any of this Agreement or any other Loan Document or the satisfaction of any conditions precedent under this Agreement or any Loan Document on the part of the Borrower or other Persons (except for the delivery to it of any certificate or document specifically required to be delivered to it pursuant to Section 5.1.) or inspect the property, books or records of the Borrower or any other Person; (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, any other instrument or document furnished pursuant thereto or any collateral covered thereby or the perfection or priority of any Lien in favor of the Agent on behalf of the Lenders in any such collateral; and (f) shall incur no liability under or in respect of this Agreement or any other Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telephone or telecopy) believed by it to be genuine and signed, sent or given by the proper party or parties. Unless set forth in writing to the contrary, the making of its initial Loan by a Lender shall constitute a certification by such Lender to the Agent and the other Lenders that the Borrower has satisfied the conditions precedent for initial Loans set forth in Sections 5.1. and 5.2. that have not previously been waived by the Requisite Lenders.

Agent’s Reliance, Etc. Notwithstanding any other provisions of this Agreement or any other Loan Documents, neither the Agent nor any of its directors, officers, agents, employees or counsel shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement or any other Loan Document, except for its or their own gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final, non-appealable judgment. Without limiting the generality of the foregoing, the Agent: (a) may treat the payee of any Note as the holder thereof until the Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Agent; (b) may consult with legal counsel (including its own counsel or counsel for the Borrower or any other Loan 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; (c) makes no warranty or representation to any Lender or any other Person and shall not be responsible to any Lender or any other Person for any statements, warranties or representations made by any Person in or in connection with this Agreement or any other Loan Document; (d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of any of this Agreement or any other Loan Document or the satisfaction of any conditions precedent under this Agreement or any Loan Document on the part of the Parent, the Borrower or other Persons (except for the delivery to it of any certificate or document specifically required to be delivered to it pursuant to Section 5.1.) or inspect the property, books or records of the Parent, the Borrower or any other Person; (e) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Loan Document, any other instrument or document furnished pursuant thereto or any collateral covered thereby or the perfection or priority of any Lien in favor of the Agent on behalf of the Lenders in any such collateral; and (f) shall incur no liability under or in respect of this Agreement or any other Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telephone or telecopy) believed by it to be genuine and signed, sent or given by the proper party or parties.

Agent’s Reliance, Etc. Notwithstanding any other provisions None of this Agreement or any other Loan Documentsthe Administrator and the Purchaser Agents, neither the Agent nor any of its their respective directors, officers, agents, agents or employees or counsel shall be liable for any action taken or omitted to be taken by it as Administrator or them as Purchaser Agent, as the case may be, under or in connection with this Agreement or any other Loan Document, except for its or their such Person’s own gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final, non-appealable judgmentmisconduct. Without limiting the generality Each of the foregoing, the Administrator and each Purchaser Agent: (a) may treat the payee of any Note as the holder thereof until the Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Agent; (bi) may consult with legal counsel (including its own counsel or counsel for the Borrower or any other Loan PartySeller), independent public accountants and other experts selected by it the Administrator 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; (cii) makes no warranty or representation to any Lender Purchaser or any other Person Purchaser Agent and shall not be responsible to any Lender Purchaser or any other Person Purchaser Agent for any statements, warranties or representations made by any Person in or in connection with this Agreement or any other Loan DocumentAgreement; (diii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of any of this Agreement or any other Loan Document or the satisfaction of any conditions precedent under this Agreement or any Loan Document on the part of the Borrower Seller, the Servicer, any Sub-Servicer, Xxxxx Corning or other Persons any Originator or to inspect the property, property (including the books or records and records) of the Borrower Seller, the Servicer, any Sub-Servicer, Xxxxx Corning or any other PersonOriginator; (eiv) shall not be responsible to any Lender Purchaser or Purchaser Agent for the due execution, legality, validity, enforceability, genuineness, sufficiency sufficiency, or value of this Agreement Agreement, or any other Loan Document, any other instrument or document furnished pursuant thereto or any collateral covered thereby or the perfection or priority of any Lien in favor of the Agent on behalf of the Lenders in any such collateralhereto; and (fv) shall incur no liability under or in respect of this Agreement or any other Loan Transaction Document by acting upon any noticenotice (including notice by telephone), consent, certificate or other instrument or writing (which may be by telephone or telecopyfacsimile) believed by it to be genuine and signed, signed or sent or given by the proper party or parties. The Administrator may at any time request instructions from the Purchasers and/or Purchaser Agents, and the Purchaser Agents may at any time request instructions from the Purchasers in their Purchaser Groups, with respect to any actions or approvals which by the terms of this Agreement or of any of the other Transaction Documents the Administrator or such Purchaser Agent is permitted or required to take or to grant, and if such instructions are promptly requested, the Administrator and/or such Purchaser Agent shall be absolutely entitled to refrain from taking any action or to withhold any approval and shall not be under any liability whatsoever to any Person for refraining from any action or withholding any approval under any of the Transaction Documents until it shall have received such instructions from the Majority Purchaser Agents, in the case of the Administrator or Purchasers holding the majority of the aggregate of the Commitments in such Purchaser Agent’s Purchaser Group, in the case of any Purchaser Agent (or, in either case, where expressly required hereunder, from all of the XX Xxxxx and/or all of the Purchasers). Without limiting the foregoing, (x) none of the Purchasers and the Purchaser Agents shall have any right of action whatsoever against the Administrator as a result of the Administrator acting or refraining from acting under this Agreement or any of the other Transaction Documents in accordance with the instructions of the Majority Purchaser Agent and (y) none of the Purchasers in a Purchaser Agent’s Purchaser Group shall have any right of action whatsoever against such Purchaser Agent as a result of such Purchaser Agent acting or refraining from acting under this Agreement or any of the other Transaction Documents in accordance with the instructions of the Purchasers within such Purchaser Agent’s Purchaser Group with a majority of the Commitments of such Purchaser Group. The Administrator shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement in accordance with a request of the required Purchasers or required Purchaser Agents, and such request and any action taken or failure to act pursuant thereto shall be binding upon all Purchasers, all Purchaser Agents and the Administrator. Each Purchaser Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement in accordance with a request of the Purchasers in such Purchaser Agent’s Purchaser Group with a majority of the Commitments of such Purchaser Group, and any such request and any action taken or failure to act pursuant thereto shall be binding upon all the Purchasers in such Purchaser Agent’s Purchaser Group and such Purchaser Agent.

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

Agent’s Reliance, Etc. Notwithstanding any other provisions of this Agreement or any other Loan Documents, neither Neither the Agent nor any of its directors, officers, agents, agents or employees or counsel shall be liable to any Lender or Issuer for any action taken or omitted to be taken by it or them under or in connection with this Agreement any Financing Document or any other Loan Bond Document, except for its or their own gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final, non-appealable judgmentmisconduct. Without limiting the generality of the foregoing, the Agent: (a) may treat the payee original or any successor holder of any Note as the holder thereof until it receives notice from the Agent receives written notice Lender which is the payee of such Note concerning the assignment or transfer thereof signed by of such payee and in form satisfactory to the AgentNote; (b) may employ and consult with legal counsel (including its own counsel or counsel for either the Borrower or any other Loan Partyof its Subsidiaries), independent public accountants accountants, and other experts selected by it and shall not be liable to any Lender for any action taken taken, or omitted to be taken taken, in good faith by it or them in accordance with the advice of such counsel, accountants, or experts received in such consultations and shall not be liable for any negligence or misconduct of any such counsel, accountants or other experts; (c) makes no warranty or representation to any Lender or any other Person Issuer and shall not be responsible to any Lender or any other Person Issuer for any opinions, certifications, statements, warranties or representations made by any Person in or in connection with this Agreement or any other Loan Financing Document; (d) shall not have any duty to any Lender or Issuer to ascertain or to inquire as to the performance or observance of any of the terms, covenants covenants, or conditions of any of this Agreement Financing Document or any other Loan Document instrument or the satisfaction of document furnished pursuant thereto or to satisfy itself that all conditions to and requirements for any conditions precedent under this Agreement credit extension have been met or any Loan Document on the part of that the Borrower is entitled to any credit extension or other Persons or to inspect the property, property (including the books or records and records) of the Borrower or any other Personof its Subsidiaries; (e) shall not be responsible to any Lender or Issuer for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement any item of Collateral or any other Loan Financing Document, Bond Document or any other instrument or document furnished pursuant thereto or any collateral covered thereby or hereto, nor for the creation, perfection or priority of any Lien in favor of the Agent on behalf of the Lenders in Liens purported to be created by any such collateralFinancing Documents; and (f) shall incur no liability under or in respect of this Agreement or any other Loan Document by acting upon any notice, consent, certificate certificate, or other instrument or writing (which may be by telephone telegram, cable, telex, or telecopyotherwise) believed by it to be genuine and signed, signed or sent or given by the proper party or parties.

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

Agent’s Reliance, Etc. Notwithstanding Agent, when acting on behalf of the Lenders, may execute any other provisions of its duties under this Agreement by or through any other Loan Documentsof its Affiliates and their respective officers, neither the agents and employees, and none of Agent nor any of its Affiliates nor any of their respective directors, officers, agents, agents or employees or counsel shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement or any the other Loan DocumentDocuments, except for damages caused by its or their own gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final, non-appealable judgmentmisconduct. Without limiting the generality of the foregoing, the Agent, its Affiliates, and their respective officers, agents and employees: (a) may treat the payee of any Note Revolving Loan Advance (whether evidenced by the Loan Account or a Revolving Note) as the holder thereof until the Agent receives written notice of the assignment or transfer thereof signed by such payee and in form reasonably satisfactory to the Agent; (b) may consult with legal counsel (including its own counsel or counsel for the Borrower or any other Loan Party)counsel, independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken by it in good faith by it in accordance with the advice of such counsel, accountants or experts; (c) makes no warranty or representation to any Lender or any other Person and shall not be responsible to any Lender or any other Person for any statements, warranties or representations made by any Person in or in connection with this Agreement or any the other Loan DocumentDocuments; (d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of any of this Agreement or any the other Loan Document or the satisfaction of any conditions precedent under this Agreement or any Loan Document Documents on the part of the Borrower any Credit Party or other Persons or to inspect the property, Collateral (including the books or records and records) of the Borrower or any other PersonCredit Party; (e) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any the other Loan Document, Documents or any other instrument or document furnished pursuant thereto hereto or thereto; (f) shall not be responsible to any collateral covered thereby Lender for the validity, priority or the perfection or priority of any Lien in favor securing or purporting to secure the Obligations or the value or sufficiency of any of the Agent on behalf of the Lenders in any such collateralCollateral; and (fg) 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 may be by telephone telecopy, by electronic mail of a copy in portable document format, or telecopyby personal delivery) believed by it to be genuine and signed, signed or sent or given by the proper party or parties.

Agent’s Reliance, Etc. Notwithstanding any other provisions of this Agreement or any other Loan Documents, neither the Agent nor any of its directors, officers, agents, employees or counsel shall be liable for any action taken or omitted to be not taken by it or them under or in connection with this Agreement or any other Loan Document, except for its or their own gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final, non-appealable judgmentconnection with its duties expressly set forth herein or therein. Without limiting the generality of the foregoing, the Agent: (a) may treat the payee of any Note as the holder thereof until the Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Agent; (b) may consult with legal counsel (including its own counsel or counsel for the Borrower or any other Loan 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; . Neither the Agent nor any of its directors, officers, agents, employees or counsel: (ca) makes no any warranty or representation to any Lender or any other Person and shall not be responsible to any Lender or any other Person for any statementsstatement, warranties warranty or representations representation made or deemed made by the Borrower, the Parent, any other Loan Party or any other Person in or in connection with this Agreement or any other Loan Document; (db) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of any of this Agreement or any other Loan Document or the satisfaction of any conditions precedent under this Agreement or any Loan Document on the part of the Borrower Borrower, the Parent or other Persons or inspect the property, books or records of the Borrower Borrower, the Parent or any other Person; (ec) 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, any other instrument or document furnished pursuant thereto or any collateral covered thereby or the perfection or priority of any Lien in favor of the Agent on behalf of the Lenders in any such collateral; (d) shall have any liability in respect of any recitals, statements, certifications, representations or warranties contained in any of the Loan Documents or any other document, instrument, agreement, certificate or statement delivered in connection therewith; and (fe) shall incur no any liability under or in respect of this Agreement or any other Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telephone telephone, telecopy or telecopyelectronic mail) believed by it to be genuine and signed, sent or given by the proper party or parties. The Agent may execute any of its duties under the Loan Documents by or through agents, employees or attorneys-in-fact and shall not be responsible for the negligence or misconduct of any agent or attorney-in-fact that it selects in the absence of gross negligence or willful misconduct.

Agent’s Reliance, Etc. Notwithstanding Neither Agent, any other provisions Affiliate of this Agreement or any other Loan DocumentsAgent, neither the Agent nor any of its their respective directors, officers, agents, agents or employees or counsel shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement or any the other Loan DocumentDocuments, except for its or their own gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final, non-appealable judgmentmisconduct. Without limiting limitation of the generality of the foregoing, the Agent: (ai) may treat the payee of any Note each Lender party hereto as the holder thereof of Obligations until the Agent receives written notice of the assignment or transfer thereof or such lender's portion of the Obligations signed by such payee Lender and in form reasonably satisfactory to the Agent; (bii) may consult with legal counsel (including its own counsel or counsel for the Borrower or any other Loan Party)counsel, independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; , (ciii) makes no warranty warranties or representation representations to any Lender or any other Person and shall not be responsible to any Lender or any other Person for any recitals, statements, warranties or representations made by any Person in or in connection with this Agreement or any other Loan DocumentDocuments; (div) shall not have any duty beyond Agent's customary practices in respect of loans in which Agent is the only lender, to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of any of this Agreement or any the other Loan Document or the satisfaction of any conditions precedent under this Agreement or any Loan Document Documents on the part of the Borrower or other Persons or inspect the property, books or records of the Borrower or any other Personof its Subsidiaries, to inspect the property (including the books and records) of Borrower or any of its Subsidiaries, to monitor the financial condition of Borrower or to ascertain the existence or possible existence or continuation of any Default or Event of Default; (ev) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any the other Loan Document, Documents or any other instrument or document furnished pursuant thereto hereto or thereto; (vi) shall not be liable to any collateral covered thereby Lender for any action taken, or inaction, by Agent upon the perfection instructions of Majority Lenders pursuant to Section 11.1 hereof or priority refraining to take any action pending such instructions; (vii) shall not be liable for any apportionment or distributions of any Lien payments made by it in favor of the Agent on behalf of the Lenders in any such collateralgood faith pursuant to Section 3 hereof; and (fviii) shall incur no liability under or in respect of this Agreement or any the other Loan Document Documents by acting upon any notice, consent, certificate certificate, message or other instrument or writing (which may be by telephone telephone, facsimile, telegram, cable or telecopytelex) believed in good faith by it to be genuine and signed, signed or sent or given by the proper party or parties; and (ix) may assume that no Event of Default has occurred and is continuing, unless Agent has actual knowledge of the Event of Default, has received notice from Borrower or Borrower's independent certified public accounts stating the nature of the Event of Default, or has received notice from a Lender stating the nature of the Event of Default and that such Lender considers the Event of Default to have occurred and to be continuing. In the event any apportionment or distribution described in clause (vii) above is determined to have been made in error, the sole recourse of any Person to whom payment was due but not made shall be to recover from the recipients of such payments any payment in excess of the amount to which they are determined to have been entitled.

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

Agent’s Reliance, Etc. Notwithstanding any other provisions None of this Agreement or any other Loan Documentsthe Agent, neither the Agent nor any of its Affiliates or any of their respective directors, officers, agents, agents or employees or counsel shall be liable for any action taken or omitted to be taken by it it, him, her or them under or in connection with this Agreement or any the other Loan DocumentNote Documents, except for its its, his, her or their own gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final, non-appealable judgmentmisconduct. Without limiting the generality of but subject to the foregoing, the Agent: Agent (a) may treat the payee of any Note as its holder until such Note has been assigned in accordance with Section 10.2, (b) may rely on the holder thereof until the Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory Register to the Agent; extent set forth in Section 10.1, (bc) may consult with legal counsel (including its own counsel or counsel for the Borrower or to any other Loan Credit 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; , (cd) makes no warranty or representation to any Lender Purchaser or any other Person holder of a Note and shall not be responsible to any Lender Purchaser or any other Person holder of a Note for any statements, warranties or representations made by or on behalf of the Parent or any Person of its Subsidiaries in or in connection with this Agreement or any other Loan Note Document; , (de) shall not have any duty to ascertain or to inquire either as to the performance or observance of any of the termsterm, covenants covenant or conditions of any condition of this Agreement or any other Loan Document or Note Document, as to the satisfaction financial condition of any conditions precedent under this Agreement Note Party or as to the existence or possible existence of any Loan Document on the part Default or Event of the Borrower or other Persons or inspect the propertyDefault, books or records of the Borrower or any other Person; (ef) shall not be responsible to any Lender Purchaser or other holder of a Note for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the attachment, perfection or priority of any Lien created or purported to be created under or in connection with, this Agreement or Agreement, any other Loan Document, Note Document or any other instrument or document furnished pursuant hereto or thereto or any collateral covered thereby or the perfection or priority of any Lien in favor of the Agent on behalf of the Lenders in any such collateral; and (fg) shall incur no liability under or in respect of this Agreement or any other Loan Note Document or by acting upon any notice, consent, certificate or other instrument or writing (which writing may be a telecopy or, if consented to by the Agent, electronic mail) or any telephone or telecopy) message believed by it to be genuine and signed, signed or sent or given by the proper party or parties.

Agent’s Reliance, Etc. Notwithstanding Neither any other provisions of this Agreement or any other Loan Documents, neither the Agent nor any of its their respective directors, officers, agents, agents or employees or counsel shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement or any other the Loan DocumentDocuments, except for its or their own gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final, non-appealable judgmentmisconduct. Without limiting limitation of the generality of the foregoing, the each Agent: (a) may treat the payee of any Note as the holder thereof until until, in the case of the Administrative Agent, the Administrative Agent receives written and accepts an Assignment and Acceptance entered into by the Lender that is the payee of such Note, as assignor, and an Eligible Assignee, as assignee, or, in the case of any other Agent, such Agent has received notice of from the assignment or transfer thereof signed by Administrative Agent that it has received and accepted such payee Assignment and Acceptance, in form satisfactory to the Agenteach case as provided in Section 9.07; (b) may consult with legal counsel (including its own counsel or counsel for the Borrower or any other Loan 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; (c) makes no warranty or representation to any Lender or any other Person Party and shall not be responsible to any Lender or any other Person Party for any statements, warranties or representations (whether written or oral) made by any Person in or in connection with this Agreement or any other the Loan DocumentDocuments; (d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of any of this Agreement or any other Loan Document or the satisfaction of any conditions precedent under this Agreement or any Loan Document on the part of the Borrower any Loan Party or other Persons or to inspect the property, property (including the books or records and records) of the Borrower or any other PersonLoan Party; (e) shall not be responsible to any Lender Party for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of this Agreement any lien or security interest created or purported to be created under or in connection with, any other Loan Document, Document or any other instrument or document furnished pursuant thereto or any collateral covered thereby or the perfection or priority of any Lien in favor of the Agent on behalf of the Lenders in any such collateralthereto; and (f) shall incur Incur no liability under or in respect of this Agreement or any other Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telephone telegram, telecopy or telecopytelex) believed by it to be genuine and signed, signed or sent or given by the proper party or parties.

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

Agent’s Reliance, Etc. Notwithstanding any other provisions of this Agreement or any other Loan Documents, neither the Agent nor any of its directors, officers, agents, employees or counsel shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement or any other Loan Document, except for its or their own gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final, non-appealable judgment. Without limiting the generality of the foregoing, the Agent: (a) may treat the payee of any Note as the holder thereof until the Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Agent; (b) may consult with legal counsel (including its own counsel or counsel for the Borrower or any other Loan 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; (c) makes no warranty or representation to any Lender or any other Person and shall not be responsible to any Lender or any other Person for any statements, warranties or representations made by any Person in or in connection with this Agreement or any other Loan Document; (d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of any of this Agreement or any other Loan Document or the satisfaction of any conditions precedent under this Agreement or any Loan Document on the part of the Borrower or other Persons (except for the delivery to it of any certificate or document specifically required to be delivered to it pursuant to Section 6.1.) or inspect the property, books or records of the Borrower or any other Person; (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, any other instrument or document furnished pursuant thereto or any collateral covered thereby or the perfection or priority of any Lien in favor of the Agent on behalf of the Lenders in any such collateral; and (f) shall incur no liability under or in respect of this Agreement or any other Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telephone or telecopy) believed by it to be genuine and signed, sent or given by the proper party or parties.

Agent’s Reliance, Etc. Notwithstanding any other provisions of this Agreement or any other Loan DocumentsNONE OF AGENT OR ITS DIRECTORS, neither the Agent nor any of its directorsOFFICERS, officersAGENTS, agentsEMPLOYEES OR REPRESENTATIVES SHALL BE LIABLE FOR ANY ACTION TAKEN OR OMITTED TO BE TAKEN BY IT OR THEM (INCLUDING ANY NEGLIGENT ACTION OR FAILURE TO ACT) UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER LOAN DOCUMENTS, employees or counsel shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement or any other Loan Document, except for its or their own gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final, non-appealable judgmentEXCEPT FOR ITS OR THEIR OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. Without limiting limitation of the generality of the foregoing, the Agent: Agent (a) may treat the payee of any Note as the holder thereof until the Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Agent; (b) may consult with legal counsel (including its own counsel or counsel for the Borrower or any other Loan PartyBorrower), independent public accountants and other experts selected by it it, and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (c) makes no warranty or representation to any Lender or any other Person Bank and shall not be responsible to any Lender or any other Person Bank for any statements, warranties or representations made by any Person in or in connection with this Agreement or any other Loan DocumentDocuments; (d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of any of this Agreement or any other Loan Document or the satisfaction of any conditions precedent under this Agreement or any Loan Document Documents on the part of the Borrower or other Persons or to inspect the property, Property (including the books or records and records) of the Borrower or any other PersonBorrower; (e) shall not be responsible to any Lender Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or Agreement, any other Loan Document, Documents or any other instrument or document furnished pursuant thereto or any collateral covered thereby or the perfection or priority of any Lien in favor of the Agent on behalf of the Lenders in any such collateralhereto; and (f) shall incur no liability under or in respect of this Agreement or any other Loan Document Documents by acting upon any notice, consent, certificate or other instrument or writing (which may be by telephone telegram, cable or telecopytelex) believed by it to be genuine and signed, signed or sent or given by the proper party or parties.

Agent’s Reliance, Etc. Notwithstanding any other provisions of this Agreement or any other Loan Documents, neither the Agent nor any of its directors, officers, agents, employees or counsel shall be liable for any action taken or omitted to be not taken by it or them under or in connection with this Agreement or any other Loan Document, except for its or their own gross negligence or willful misconduct in connection with its duties expressly set forth herein or therein as determined by a court of competent jurisdiction in a final, final non-appealable judgment. Without limiting the generality of the foregoing, the Agent: (a) may treat the payee of any Note as the holder thereof until the Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Agent; (b) may consult with legal counsel (including its own counsel or counsel for the Borrower Borrowers or any other Loan 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; . Neither the Agent nor any of its directors, officers, agents, employees or counsel: (ca) makes no any warranty or representation to any Lender or any other Person and Person, or shall not be responsible to any Lender or any other Person for any statementsstatement, warranties warranty or representations representation made or deemed made by any Borrower, any other Loan Party or any other Person in or in connection with this Agreement or any other Loan Document; (db) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of any of this Agreement or any other Loan Document or the satisfaction of any conditions precedent under this Agreement or any Loan Document on the part of the Borrower Borrowers or other Persons (except for the delivery to it of any certificate or document specifically required to be delivered to it pursuant to Section 5.1 or that is a condition to a Credit Event) or inspect the property, books or records of the Borrower Borrowers or any other Person; (ec) 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, any other instrument or document furnished pursuant thereto or any collateral covered thereby or the perfection or priority of any Lien in favor of the Agent on behalf of the Lenders in any such collateral; (d) shall have any liability in respect of any recitals, statements, certifications, representations or warranties contained in any of the Loan Documents or any other document, instrument, agreement, certificate or statement delivered in connection therewith; and (fe) shall incur no any liability under or in respect of this Agreement or any other Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telephone or telecopy) believed by it to be genuine and signed, sent or given by the proper party or parties. Unless set forth in writing to the contrary, the making of its initial Loan by a Lender shall constitute a certification by such Lender to the Agent and the other Lenders that the Borrowers have satisfied the conditions precedent for initial Loans set forth in Sections 5.1 and 5.2. that have not previously been waived by the Lenders. The Agent may execute any of its duties under the Loan Documents by or through agents, employees or attorneys-in-fact and shall not be responsible for the negligence or misconduct of any agent or attorney-in-fact that it selects in the absence of gross negligence or willful misconduct in the selection of such agent or attorney-in-fact as determined by a court of competent jurisdiction in a final non-appealable judgment.

Agent’s Reliance, Etc. Notwithstanding any other provisions None of this Agreement or any other Loan Documentsthe Administrative Agent, neither the Collateral Agent nor any of its directors, officers, agents, agents or employees or counsel shall be liable for any action taken or omitted to be taken by it or them the Administrative Agent or the Collateral Agent under or in connection with this Agreement (i) with the consent or any other Loan Document, except for at the request of the Majority Lenders or (ii) in the absence of its or their own gross negligence negligence, fraud or willful misconduct misconduct. Neither the Administrative Agent nor the Collateral Agent shall be deemed to have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent or the Collateral Agent, as determined applicable, by a court Borrower or a Lender, and neither the Administrative Agent nor the Collateral Agent shall be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document, (ii) the contents of competent jurisdiction any certificate, report or other document delivered hereunder or in a finalconnection with any Loan Document, non-appealable judgment(iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Loan Document, (iv) the creation, perfection or priority of Liens on the Collateral or the existence of the Collateral, or (v) the satisfaction of any condition set forth in Article III or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent or the Collateral Agent, as applicable. Without limiting the generality of the foregoing, the Administrative Agent and the Collateral Agent: (a) may treat the payee of any Note as the holder thereof until the Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Agent; (bi) may consult with legal counsel (including its own counsel or counsel for the Borrower or any other Loan PartyBorrowers), 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; (cii) makes no warranty or representation to any Lender or any other Person and shall not be responsible to any Lender or any other Person for any statements, warranties or representations made by any Person in or in connection with this Agreement or any other Loan DocumentAgreement; (d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of any of this Agreement or any other Loan Document or the satisfaction of any conditions precedent under this Agreement or any Loan Document on the part of the Borrower or other Persons or inspect the property, books or records of the Borrower or any other Person; (eiii) 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, any other instrument or document furnished pursuant thereto or any collateral covered thereby or the perfection or priority of any Lien in favor of the Agent on behalf of the Lenders in any such collateralhereto; and (fv) shall incur no liability under or in respect of this Agreement or any other Loan Document by acting upon any noticenotice (including notice by telephone), consent, certificate or other instrument or writing (which may be by telephone or telecopyelectronic mail) believed by it to be genuine and signed, signed or sent or given by the proper party or parties.. The Administrative Agent and the Collateral Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper Person. Each of the Administrative Agent and the Collateral Agent also 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. 174

Agent’s Reliance, Etc. Notwithstanding any other provisions of this Agreement or any other Loan Documents, neither the Agent nor any of its directors, officers, agents, employees or counsel shall be liable to any Lender for any action taken or omitted to be taken by it or them under or in connection with this Agreement or any other Loan Document, except for its or their own gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final, non-appealable judgment. Without limiting the generality of the foregoing, the Agent: (a) may treat the payee of any Note as the holder thereof until the Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Agent; (b) may consult with legal counsel (including its own counsel or counsel for the Borrower or any other Loan 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; (c) makes no warranty or representation to any Lender or any other Person and shall not be responsible to any Lender or any other Person for any statements, warranties or representations made by any Person in or in connection with this Agreement or any other Loan Document; (d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of any of this Agreement or any other Loan Document or the satisfaction of any conditions precedent under this Agreement or any Loan Document on the part of the Borrower Parent, the Borrower, any Loan Party or other Persons (except for the delivery to it of any certificate or document specifically required to be delivered to it pursuant to Section 5.1) or inspect the property, books or records of the Borrower Parent, the Borrower, any Loan Party or any other Person; (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, any other instrument or document furnished pursuant thereto or any collateral covered thereby or the perfection or priority of any Lien in favor of the Agent on behalf of the Lenders in any such collateral; and (f) shall incur no liability to any Lender under or in respect of this Agreement or any other Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telephone or telecopy) believed by it to be genuine and signed, sent or given by the proper party or parties; and (g) except as expressly set forth herein, the Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower, the Parent or any of their respective Subsidiaries that is communicated to or obtained by the bank serving as Agent or any of its Affiliates in any capacity. Unless set forth in writing to the contrary, the making of its Loan by a Lender shall constitute a certification by such Lender to the Agent and the other Lenders that the Borrower has satisfied the conditions precedent for initial Loans set forth in Sections 5.1 and 5.2 and that have not previously been waived by the Requisite Lenders.

Agent’s Reliance, Etc. Notwithstanding any other provisions of this Agreement Neither Agent or any other Loan Documents, neither the Oversight Agent nor any of its their Affiliates nor any of their respective directors, officers, agents, agents or employees or counsel shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement or any the other Loan DocumentDocuments, except for damages caused by its or their own gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final, non-appealable judgmentmisconduct. Without limiting limitation of the generality of the foregoing, the Agent: (a) Agents may treat the payee of any Note as the holder thereof until Agent or Oversight Agent, as the Agent case may be, receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to Agent or Oversight Agent, as the Agentcase may be; (b) Agents may consult with legal counsel (including its own counsel or counsel for the Borrower or any other Loan Party)counsel, independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (c) makes Agents make no warranty or representation to any Lender or any other Person and shall not be responsible to any Lender or any other Person for any statements, warranties or representations made by any Person in or in connection with this Agreement or any the other Loan DocumentDocuments; (d) Agents shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of any of this Agreement or any the other Loan Document or the satisfaction of any conditions precedent under this Agreement or any Loan Document Documents on the part of the Borrower any Credit Party or other Persons or to inspect the property, Collateral (including the books or records and records) of the Borrower or any other PersonCredit Party; (e) Agents shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any the other Loan Document, Documents or any other instrument or document furnished pursuant thereto hereto or any collateral covered thereby or the perfection or priority of any Lien in favor of the Agent on behalf of the Lenders in any such collateralthereto; and (f) Agents 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 may be by telephone telecopy, telegram, cable or telecopytelex) believed by it to be genuine and signed, signed or sent or given by the proper party or parties. Notwithstanding anything herein which may be construed to the contrary, Lender and Borrower acknowledge and agree that (A) Agent has engaged Paragon as the Oversight Agent pursuant to the Oversight Agreement as it may be modified and amended from time to time, (B) the Oversight Agent may carry out its duties as set forth in such agreement, and (C) Oversight Agent may not be removed without the consent of the Requisite Tranche A Lenders and the Requisite Tranche B Lenders. The foregoing shall not relieve the Agent of its responsibilities for any duties assigned or delegated, if any, to the Oversight Agent.

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

Agent’s Reliance, Etc. Notwithstanding any other provisions of this Agreement or any other Loan Documents, neither Neither the Administrative Agent nor any of its directors, officers, agents, agents or employees or counsel shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement or any other the Loan DocumentDocuments, except for its or their own gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final, non-appealable judgmentmisconduct. Without limiting limitation of the generality of the foregoing, the Administrative Agent: (a) may treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice and accepts an Accession Agreement entered into by an Acceding Lender as provided in Section 2.17 or an Assignment and Acceptance entered into by the Lender that is the payee of the assignment or transfer thereof signed by such payee Note, as assignor, and an Eligible Assignee, as assignee, as provided in form satisfactory to the AgentSection 9.07; (b) may consult with legal counsel (including its own counsel or counsel for the Borrower or any other Loan 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; (c) makes no warranty or representation to any Lender or any other Person Party and shall not be responsible to any Lender or any other Person Party for any statements, warranties or representations (whether written or oral) made by any Person in or in connection with this Agreement or any other the Loan DocumentDocuments; (d) shall not have any duty to ascertain or to inquire as to the performance performance, observance or observance satisfaction of any of the terms, covenants or conditions of any of this Agreement or any other Loan Document or the satisfaction of any conditions precedent under this Agreement or any Loan Document on the part of any Loan Party or the Borrower existence at any time of any Default under the Loan Documents or other Persons or to inspect the property, property (including the books or records and records) of the Borrower or any other PersonLoan Party; (e) shall not be responsible to any Lender Party for the due execution, legality, validity, enforceability, genuineness, existence, sufficiency or value of, or the creation, perfection or priority of this Agreement any lien or security interest created or purported to be created under or in connection with, any other Loan Document, Document or any other instrument or document furnished pursuant thereto or any collateral covered thereby or the perfection or priority of any Lien in favor of the Agent on behalf of the Lenders in any such collateralthereto; and (f) shall incur no liability under or in respect of this Agreement or any other Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telephone telegram, telecopy or telecopytelex or other electronic communication) believed by it to be genuine and signed, signed or sent or given by the proper party or parties.

Agent’s Reliance, Etc. Notwithstanding any other provisions of this Agreement or any other Loan Documents, neither Neither the Agent nor any of its directors, officers, agents, agents or employees or counsel shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement or any of the other Loan DocumentDocuments, except for its or their own gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final, non-appealable judgmentmisconduct. Without limiting limitation of the generality of the foregoing, the Agent: (ai) may treat the payee of Lender that made any Note Advance as the holder thereof of the Debt resulting therefrom until the Agent receives written notice of the assignment or transfer thereof signed and accepts an Assignment and Acceptance entered into by such payee Lender, as assignor, and any assignee thereof as provided in form satisfactory to the AgentSection 8.07; (bii) may consult with legal counsel (including its own counsel or counsel for any of the Borrower or any other Loan PartyBorrowers), 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 (without negligence or willful misconduct) by it in accordance with the advice of such counsel, accountants or experts; (ciii) makes no warranty or representation to any Lender or any other Person and shall not be responsible to any Lender or any other Person for any statements, warranties or representations (whether written or oral) made by any Person in or in connection with this Agreement or any of the other Loan DocumentDocuments; (div) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of any of this Agreement or any of the other Loan Document or the satisfaction of any conditions precedent under this Agreement or any Loan Document Documents on the part of any of the Borrower Borrowers or other Persons or to inspect the property, property (including the books or records and records) of any of the Borrower or any other PersonBorrowers; (ev) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, genuineness or sufficiency or value of this Agreement or any of the other Loan Document, Documents or any other instrument or document furnished pursuant thereto hereto or any collateral covered thereby or the perfection or priority of any Lien in favor of the Agent on behalf of the Lenders in any such collateralthereto; and (fvi) shall incur no liability under or in respect of this Agreement or any of the other Loan Document Documents by acting in good faith upon any notice, consent, certificate or other instrument or writing (which may be by telephone telecopier or telecopytelegram) believed by it to be genuine and signed, signed or sent or given by the proper party or parties.

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

Agent’s Reliance, Etc. Notwithstanding any other provisions None of this Agreement the Administrative Agent, the Mexican Facility Agent or any other Loan Documentsof their respective Affiliates, neither the Agent nor any of its directors, officers, agents, agents or employees or counsel shall be liable for any action taken or omitted to be taken by it it, him, her or them under or in connection with this Agreement or any the other Loan DocumentDocuments, except for its its, his, her or their own gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final, non-appealable judgmentmisconduct. Without limiting the generality of the foregoing, the Agent: any Agent (a) may treat the payee of any Note as its holder until such Note has been assigned in accordance with Section 11.2(e) (Assignments and Participations), (b) may rely on the holder thereof until the Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory Register to the Agent; extent set forth in Section 2.7 (bEvidence of Debt), (c) may consult with legal counsel (including its own counsel or counsel for to the Borrower Borrowers or any other Loan 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; , (cd) makes no warranty or representation to any Lender or any other Person Issuer and shall not be responsible to any Lender or any other Person Issuer for any statements, warranties or representations made by or on behalf of the Company or any Person of its Subsidiaries in or in connection with this Agreement or any other Loan Document; , (de) shall not have any duty to ascertain or to inquire either as to the performance or observance of any of the termsterm, covenants covenant or conditions of any condition of this Agreement or any other Loan Document or Document, as to the satisfaction financial condition of any conditions precedent under this Agreement Loan Party or as to the existence or possible existence of any Loan Document on the part Default or Event of the Borrower or other Persons or inspect the propertyDefault, books or records of the Borrower or any other Person; (ef) shall not be responsible to any Lender or Issuer for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the attachment, perfection or priority of any Lien created or purported to be created under or in connection with, this Agreement or Agreement, any other Loan Document, Document or any other instrument or document furnished pursuant hereto or thereto or any collateral covered thereby or the perfection or priority of any Lien in favor of the Agent on behalf of the Lenders in any such collateral; and (fg) shall incur no liability under or in respect of this Agreement or any other Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which writing may be by a telecopy or electronic mail) or any telephone or telecopy) message believed by it to be genuine and signed, signed or sent or given by the proper party or parties.

Agent’s Reliance, Etc. Notwithstanding Neither any other provisions of this Agreement or any other Loan Documents, neither the Agent nor any of its directors, officers, agents, agents or employees or counsel shall be liable to any Bank for any action taken or omitted to be taken by it or them under or in connection with this Agreement or any the other Loan Document, except for Documents (i) with the consent or at the request of the Required Banks or (ii) in the absence of its or their own gross negligence or willful misconduct as determined by a court (it being the express intention of competent jurisdiction in a finalthe parties that no Agent nor its directors, non-appealable judgmentofficers, agents and employees shall have any 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 each Agent: (ai) may treat the payee of any each Note as the holder thereof until the such Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the such Agent; (bii) may consult with legal counsel (including its own counsel or counsel for the Borrower or any other Loan Partyof its Subsidiaries), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (ciii) makes no warranty or representation to any Lender or any other Person Bank and shall not be responsible to any Lender or any other Person Bank for any statements, warranties or representations made by any Person in or in connection with this Agreement or any the other Loan DocumentDocuments; (div) except as otherwise expressly provided herein, shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of any of this Agreement or any the other Loan Document Documents or the satisfaction of any conditions precedent under this Agreement or any Loan Document on the part of the Borrower or other Persons or to inspect the property, property (including the books or records and records) of the Borrower or any other Personand its Subsidiaries; (ev) shall not be responsible to any Lender Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any the other Loan Document, Documents or any other instrument or document furnished pursuant thereto hereto or any collateral covered thereby or the perfection or priority of any Lien in favor of the Agent on behalf of the Lenders in any such collateralthereto; 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 may be by telephone telegram, telecopier, cable or telecopytelex) reasonably believed by it to be genuine and signed, signed or sent or given 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.

Agent’s Reliance, Etc. Notwithstanding Agent may, without incurring any other provisions of this Agreement or any other Loan Documentsliability hereunder, neither the Agent nor (a) consult with any of its directorsRelated Persons and, officerswhether or not selected by it, agentsany other advisors, employees accountants and other experts (including advisors to, and accountants and experts engaged by, any Loan Party) and (b) rely and act upon any document and information (including those transmitted by electronic transmission) and any telephone message or counsel conversation, in each case believed by it to be genuine and transmitted, signed or otherwise authenticated by the appropriate parties. None of Agent and its Related Persons shall be liable for any action taken or omitted to be taken by it or any of them under or in connection with this Agreement or any other Loan Document, and each Lender and each Loan Party hereby waives and shall not assert (and each Loan Party shall cause its Subsidiaries to waive and agree not to assert) any right, claim or cause of action based thereon, except for its or their own to the extent of liabilities resulting from the gross negligence or willful misconduct of Agent or, as the case may be, such Related Person (each as determined by a court of competent jurisdiction in a final, non-appealable judgmentjudgment of a court of competent jurisdiction) in connection with the duties of Agent expressly set forth herein. Without limiting the generality of the foregoing, the Agent: (ai) may treat the payee of any Note as the holder thereof until the Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Agent; (b) may consult with legal counsel (including its own counsel or counsel for the Borrower or any other Loan Party), independent public accountants and other experts selected by it and shall not be liable responsible or otherwise incur liability for any action taken or omitted to be omission taken in good faith by it reliance upon the instructions of the Required Lenders or for the actions or omissions of any of its Related Persons, except to the extent that a court of competent jurisdiction determines in accordance a final non-appealable judgment that Agent acted with gross negligence or willful misconduct in the advice selection of such counsel, accountants or expertsRelated Person; (cii) makes no warranty or representation to any Lender or any other Person and shall not be responsible to any Lender or other Person for the due execution, legality, validity, enforceability, effectiveness, genuineness, sufficiency or value of, or the attachment, perfection or priority of any Lien created or purported to be created under or in connection with, any Loan Document; (iii) makes no warranty or representation, and shall not be responsible, to any Lender or other Person for any statementsstatement, warranties document, information, representation or representations warranty made or furnished by or on behalf of any Loan Party or any Related Person in or of any Loan Party in connection with this Agreement any Loan Document or any transaction contemplated therein or any other document or information with respect to any Loan DocumentParty, whether or not transmitted or (except for documents expressly required under any Loan Document to be transmitted to the Lenders) omitted to be transmitted by Agent, including as to completeness, accuracy, scope or adequacy thereof, or for the scope, nature or results of any due diligence performed by Agent in connection with the Loan Documents; and (div) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions provision of any of this Agreement or Loan Document, whether any other Loan Document or the satisfaction of any conditions precedent under this Agreement or condition set forth in any Loan Document on is satisfied or waived, as to the part financial condition of any Loan Party or as to the Borrower existence or other Persons continuation or inspect the propertypossible occurrence or continuation of any Event of Default, books or records of the Borrower or any other Person; (e) and shall not be responsible deemed to have notice or knowledge of such occurrence or continuation unless it has received a notice from any Loan Party or any Lender describing such Event of Default that is clearly labeled “notice of default” (in which case Agent shall promptly give notice of such receipt to all Lenders, provided that Agent shall not be liable to any Lender for any failure to do so, except to the due executionextent that such failure is attributable to Agent’s gross negligence or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction); and, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Loan Document, any other instrument or document furnished pursuant thereto or any collateral covered thereby or the perfection or priority of any Lien in favor for each of the items set forth in clauses (i) through (iv) above, each Lender and any Loan Party hereby waives and agrees not to assert (and any Loan Party shall cause its Subsidiaries to waive and agree not to assert) any right, claim or cause of action it might have against Agent on behalf of the Lenders in any such collateral; and (f) shall incur no liability under or in respect of this Agreement or any other Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telephone or telecopy) believed by it to be genuine and signed, sent or given by the proper party or partiesbased thereon.

Agent’s Reliance, Etc. Notwithstanding any other provisions of this Agreement The Agents or any other Loan Documents, neither the Agent nor any of its their ---------------------- directors, officers, agents, agents or employees or counsel shall not be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement or any the other Loan DocumentDocuments, except for its or their own gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction in a final, non-appealable judgmentjurisdiction. Without limiting the generality of the foregoing, the Agent: Agents (ai) may treat the payee of any Note as the holder thereof until the Administrative Agent receives receive written notice of the assignment or transfer thereof thereof, pursuant to Section 12.08 hereof, signed by such payee and in form satisfactory to the Administrative Agent; (bii) may consult with legal counsel (including its own including, without limitation, counsel to the Agents or counsel for to the Borrower or any other Loan PartyBorrowers), 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 or experts; (ciii) makes no warranty or representation to any Lender or any other Person and shall not be responsible to any Lender or any other Person for any statements, certificates, warranties or representations made by any Person in or in connection with this Agreement or any the other Loan DocumentDocuments; (div) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of any of this Agreement or any the other Loan Document or the satisfaction of any conditions precedent under this Agreement or any Loan Document Documents on the part of any Person or to inspect the Borrower Collateral or other Persons or inspect property (including, without limitation, the property, books or records and records) of the Borrower or any other Person; (ev) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any the other Loan Document, Documents or any other instrument or document furnished pursuant thereto hereto or thereto; (vi) shall not be deemed to have made any representation or warranty regarding the existence, value or collectibility of the Collateral, the existence, priority or perfection of the Collateral Agent's Lien thereon, or the Borrowing Base or any collateral covered thereby certificate prepared by a Borrower in connection therewith, nor shall the Agents be responsible or liable to the perfection Lenders for any failure to monitor or priority of maintain the Borrowing Base or any Lien in favor portion of the Agent on behalf of the Lenders in any such collateralCollateral; and (fvii) 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 may be by telephone telegram, telecopy, cable or telecopytelex) believed by it to be genuine and signed, signed or sent or given by the proper party or parties.

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

Agent’s Reliance, Etc. Notwithstanding Neither any other provisions of this Agreement or any other Loan Documents, neither the Agent nor any of its directors, officers, agents, agents or employees or counsel shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement or any other the Loan DocumentDocuments, except for its or their own gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final, non-appealable judgmentmisconduct. Without limiting limitation of the generality of the foregoing, the each Agent: (a) may treat the payee of any Note as the holder thereof until until, in the case of the Paying Agent, the Paying Agent receives written and accepts an Assignment and Acceptance entered into by the Lender Party that is the payee of such Note, as assignor, and an Eligible Assignee, as assignee, or, in the case of any other Agent, such Agent has received notice of from the assignment or transfer thereof signed by Paying Agent that it has received and accepted such payee Assignment and Acceptance, in form satisfactory to the Agenteach case as provided in Section 8.07; (b) may consult with legal counsel (including its own counsel or counsel for the Borrower or any other Loan 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; (c) makes no warranty or representation to any Lender or any other Person Party and shall not be responsible to any Lender or any other Person Party for any statements, warranties or representations (whether written or oral) made by any Person in or in connection with this Agreement or any other the Loan DocumentDocuments; (d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of any of this Agreement or any other Loan Document or the satisfaction of any conditions precedent under this Agreement or any Loan Document on the part of the Borrower any Loan Party or other Persons or to inspect the property, property (including the books or records and records) of the Borrower or any other PersonLoan Party; (e) shall not be responsible to any Lender Party for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of this Agreement any lien or security interest created or purported to be created under or in connection with, any other Loan Document, Document or any other instrument or document furnished pursuant thereto or any collateral covered thereby or the perfection or priority of any Lien in favor of the Agent on behalf of the Lenders in any such collateralthereto; and (f) shall incur no liability under or in respect of this Agreement or any other Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telephone or telecopytelecopier) reasonably believed by it to be genuine and signed, signed or sent or given by the proper party or parties.

Agent’s Reliance, Etc. Notwithstanding any other provisions of this Agreement or any other Loan Credit Documents, neither the Agent nor any of its directors, officers, agents, employees or counsel shall be liable to any Lender for any action taken or omitted to be taken by it or them under or in connection with this Agreement or any other Loan DocumentAgreement, except for to the extent found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from its or their own gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final, non-appealable judgmentmisconduct. Without limiting the generality of the foregoing, the Agent: (a) may treat the payee of any Note as the holder thereof until the Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Agent; (b) may consult with legal counsel (including its own counsel or counsel for the Borrower or any other Loan 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; (c) makes no warranty or representation to any Lender or any other Person and shall not be responsible to any Lender or any other Person for any statements, warranties or representations made by any Person in or in connection with this Agreement or any other Loan Credit Document; (d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of any of this Agreement or any other Loan Credit Document or the satisfaction of any conditions precedent under this Agreement or any Loan Credit Document on the part of the Borrower or other Persons or inspect the property, books or records of the Borrower or any other Person; (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 Credit Document, any other instrument or document furnished pursuant thereto or any collateral Collateral covered thereby or the perfection or priority of any Lien in favor of the Agent on behalf of the Lenders in any such collateralCollateral; and (f) shall incur no liability under or in respect of this Agreement or any other Loan Credit Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telephone or telecopy) believed by it to be genuine and signed, sent or given by the proper party or parties.

Agent’s Reliance, Etc. Notwithstanding Neither Agent, any other provisions Affiliate of this Agreement or any other Loan DocumentsAgent, neither the Agent nor any of its their respective directors, officers, agents, agents or employees or counsel shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement or any the other Loan DocumentDocuments, except for its or their own gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final, non-appealable judgmentmisconduct. Without limiting limitation of the generality of the foregoing, the Agent: (ai) may treat the payee of any Note each Lender party as the holder thereof of Obligations until the Agent receives written notice of the assignment or transfer thereof of such Lender's portion of the Obligations signed by such payee Lender and in form reasonably satisfactory to the Agent; (bii) may consult with legal counsel (including its own counsel or counsel for the Borrower or any other Loan Party)counsel, independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (ciii) makes no warranty warranties or representation representations to any Lender or any other Person and shall not be responsible to any Lender or any other Person for any recitals, statements, warranties or representations made by any Person in or in connection with this Agreement or any other Loan DocumentDocuments; (div) shall not have any duty beyond Agent's customary practices in respect of loans in which Agent is the only lender, to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of any of this Agreement or any the other Loan Document or the satisfaction of any conditions precedent under this Agreement or any Loan Document Documents on the part of the Borrower or other Persons or inspect the property, books or records of the any Borrower or any other PersonSubsidiary of any Borrower, to inspect the property (including the books and records) of any Borrower or any Subsidiary of any Borrower or to monitor the financial condition of Borrowers or any Subsidiary of any Borrower or to ascertain the existence or possible existence or continuation of any Default or Event of Default; (ev) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any the other Loan Document, Documents or any other instrument or document furnished pursuant thereto hereto or thereto; (vi) shall not be liable to any collateral covered thereby Lender for any action taken, or inaction, by Agent upon the perfection instructions of Majority Lenders pursuant to Section 11.1 hereof or priority refraining to take any action pending such instructions; (vii) shall not be liable for any apportionment or distributions of any Lien payments made by it in favor of the Agent on behalf of the Lenders in any such collateralgood faith pursuant to Section 3 hereof; and (fviii) shall incur no liability under or in respect of this Agreement or any the other Loan Document Documents by acting upon any notice, consent, certificate certificate, message or other instrument or writing (which may be by telephone telephone, facsimile, telegram, cable or telecopytelex) believed in good faith by it to be genuine and signed, signed or sent or given by the proper party or parties; and (ix) may assume that no Event of Default has occurred and is continuing, unless Agent has actual knowledge of the Event of Default, has received notice from any Borrower or Parent's and Borrowers' independent certified public accountants stating the nature of the Event of Default, or has received notice from a Lender stating the nature of the Event of Default and that such Lender considers the Event of Default to have occurred and to be continuing. In the event any apportionment or distribution described in clause (vii) above is determined to have been made in error, the sole recourse of any Person to whom payment was due but not made shall be to recover from the recipients of such payments any payment in excess of the amount to which they are determined to have been entitled.

Agent’s Reliance, Etc. Notwithstanding Neither any other provisions of this Agreement or any other Loan Documents, neither the Agent nor any of its their respective directors, officers, agents, agents or employees or counsel shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement or any other the Loan DocumentDocuments, except for its or their own gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final, non-appealable judgmentmisconduct. Without limiting limitation of the generality of the foregoing, the each Agent: (a) may treat the payee of any Note as the holder thereof until until, in the case of Administrative Agent, Administrative Agent receives written and accepts an Assignment and Acceptance entered into by the Lender that is the payee of such Note, as assignor, and an Eligible Transferee, as assignee, or, in the case of any other Agent, such Agent has received notice of the assignment or transfer thereof signed by from Administrative Agent that it has received and accepted such payee Assignment and Acceptance, in form satisfactory to the Agenteach case as provided in Section 10.5(c); (b) may consult with legal counsel (including its own counsel or counsel for the Borrower or any other Loan PartyRestricted Person), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (c) makes no warranty or representation to any Lender or any other Person Party and shall not be responsible to any Lender or any other Person Party for any statements, warranties or representations (whether written or oral) made by any Person in or in connection with this Agreement or any other the Loan DocumentDocuments; (d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of any of this Agreement or any other Loan Document or the satisfaction of any conditions precedent under this Agreement or any Loan Document on the part of the Borrower any Restricted Person or other Persons or to inspect the property, property (including the books or records and records) of the Borrower or any other Restricted Person; (e) shall not be responsible to any Lender Party for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of this Agreement any lien or security interest created or purported to be created under or in connection with, any other Loan Document, Document or any other instrument or document furnished pursuant thereto or any collateral covered thereby or the perfection or priority of any Lien in favor of the Agent on behalf of the Lenders in any such collateralthereto; and (f) shall incur no liability under or in respect of this Agreement or any other Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telephone telegram, telecopy or telecopytelex) believed by it to be genuine and signed, signed or sent or given by the proper party or parties.

Agent’s Reliance, Etc. Notwithstanding any other provisions of this Agreement or any other Loan Documents, neither the Agent nor any of its directors, officers, agents, employees or counsel shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement or any other Loan Document, except for its or their own gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final, non-appealable judgment. Without limiting the generality of the foregoing, the Agent: (a) may treat the payee of any Note as the holder thereof until the Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Agent; (b) may consult with legal counsel (including its own counsel or counsel for the Borrower Borrowers or any other Loan 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; (c) makes no warranty or representation to any Lender or any other Person and shall not be responsible to any Lender or any other Person for any statements, warranties or representations made by any Person in or in connection with this Agreement or any other Loan Document; (d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of any of this Agreement or any other Loan Document or the satisfaction of any conditions precedent under this Agreement or any Loan Document on the part of the Borrower Borrowers or other Persons (except for the delivery to it of any certificate or document specifically required to be delivered to it pursuant to Section 5.1.) or inspect the property, books or records of the Borrower Borrowers or any other Person; (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, any other instrument or document furnished pursuant thereto or any collateral covered thereby or the perfection or priority of any Lien in favor of the Agent on behalf of the Lenders in any such collateral; and (f) shall incur no liability under or in respect of this Agreement or any other Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telephone or telecopy) believed by it to be genuine and signed, sent or given by the proper party or parties. Unless set forth in writing to the contrary, the making of its initial Loan by a Lender shall constitute a certification by such Lender to the Agent and the other Lenders that the Borrowers have satisfied the conditions precedent for initial Loans set forth in Sections 5.1. and 5.2. that have not previously been waived by the Requisite Lenders.

Agent’s Reliance, Etc. Notwithstanding any other provisions provision of this Agreement or any other Loan DocumentsDocument, including without limitation the second sentence of Section 11.1, neither the an Agent nor any of its directors, officers, agents, employees or counsel shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement or any other Loan DocumentAgreement, except for its or their own gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final, non-appealable judgmentmisconduct. Without limiting the generality of the foregoing, the an Agent: (a) may treat the payee of any Note as the holder thereof until the such Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the such Agent; (b) may consult with legal counsel (including its own counsel or counsel for the Borrower or any other Loan PartyBorrowers), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (c) makes no warranty or representation to any Lender or any other Person and shall not be responsible to any Lender or any other Person for any statements, warranties or representations made by any Person in or in connection with this Agreement or any other Loan Document; (d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of any of this Agreement or any other Loan Document or the satisfaction of any conditions precedent under this Agreement or any Loan Document on the part of the Borrower Borrowers or other Persons or inspect the property, books or records of the Borrower Borrowers or any other Person; (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, any other instrument or document furnished pursuant thereto or any collateral covered thereby or the perfection or priority of any Lien in favor of the such Agent on behalf of the Lenders in any such collateral; and (f) shall incur no liability under or in respect of this Agreement or any other Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telephone or telecopy) believed by it to be genuine and signed, sent or given by the proper party or parties.

Agent’s Reliance, Etc. Notwithstanding any other provisions of this Agreement or any other Loan Documents, neither the Agent nor any of its directors, officers, agents, employees or counsel shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement or any other Loan DocumentAgreement, except for its or their own gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final, non-appealable judgmentmisconduct. Without limiting the generality of the foregoing, the Agent: (a) may treat the payee of any Note as the holder thereof until the Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Agent; (b) may consult with legal counsel (including its own counsel or counsel for the Borrower or any other Loan PartyObligor), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (c) makes no warranty or representation to any Lender or any other Person and shall not be responsible to any Lender or any other Person for any statements, warranties or representations made by any Person in or in connection with this Agreement or any other Loan Document; (d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of any of this Agreement or any other Loan Document or the satisfaction of any conditions precedent under this Agreement or any Loan Document on the part of the Borrower or other Persons or inspect the property, books or records of the Borrower or any other Person; (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, any other instrument or document furnished pursuant thereto or any collateral covered thereby or the perfection or priority of any Lien in favor of the Agent on behalf of the Lenders in any such collateral; and (f) shall incur no liability under or in respect of this Agreement or any other Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telephone or telecopy) believed by it to be genuine and signed, sent or given by the proper party or parties; and (g) except as expressly set forth in this Agreement, the Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower, the REIT Guarantor or any of their respective Subsidiaries that is communicated to or obtained by the bank serving as Agent or any of its Affiliates in any capacity.

Agent’s Reliance, Etc. Notwithstanding any other provisions of this Agreement or any other Loan Documents, neither Neither the Agent nor any of its directors, officers, agents, agents or employees or counsel shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement or any of the other Loan DocumentDocuments, except for its or their own gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final, non-appealable judgmentmisconduct. Without limiting limitation of the generality of the foregoing, the Agent: (ai) may treat the payee of Lender that made any Note Advance as the holder thereof of the Debt resulting therefrom until the Agent receives written notice of the assignment or transfer thereof signed and accepts an Assignment and Acceptance entered into by such payee Lender, as assignor, and any assignee thereof as provided in form satisfactory to the AgentSection 8.07; (bii) may consult with legal counsel (including its own counsel or counsel for any of the Borrower or any other Loan PartyParties), 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 (without negligence or willful misconduct) by it in accordance with the advice of such counsel, accountants or experts; (ciii) makes no warranty or representation to any Lender or any other Person and shall not be responsible to any Lender or any other Person for any statements, warranties or representations (whether written or oral) made by any Person in or in connection with this Agreement or any of the other Loan DocumentDocuments; (div) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of any of this Agreement or any of the other Loan Document or the satisfaction of any conditions precedent under this Agreement or any Loan Document Documents on the part of any of the Borrower Loan Parties or other Persons or to inspect the property, property (including the books or records and records) of any of the Borrower or any other PersonLoan Parties; (ev) 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 of the other Loan Document, Documents or any other instrument or document furnished pursuant thereto hereto or any collateral covered thereby or the perfection or priority of any Lien in favor of the Agent on behalf of the Lenders in any such collateralthereto; and (fvi) shall incur no liability under or in respect of this Agreement or any of the other Loan Document Documents by acting in good faith upon any notice, consent, certificate or other instrument or writing (which may be by telephone telecopier or telecopytelegram) believed by it to be genuine and signed, signed or sent or given by the proper party or parties.

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

Agent’s Reliance, Etc. Notwithstanding Neither Agent, any other provisions Affiliate of this Agreement or any other Loan DocumentsAgent, neither the Agent nor any of its their respective directors, officers, agents, employees employees, attorneys or counsel shall consultants will be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement Agreement, any of the Obligations, any of the Collateral or any other Loan Security Document, except for its or their own gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final, non-appealable judgmentmisconduct. Without limiting limitation of the generality of the foregoing, the Agent: (a) may treat the payee of any Note as the holder thereof until the Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Agent; (b) may consult with legal counsel (including its own counsel or counsel for the Borrower or any other Loan PartyBorrower), independent public accountants and other experts selected by it and shall will 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; (cb) makes no warranty or representation to any Lender or any other Person and shall will not be responsible to any Lender or any other Person for any statements, warranties or representations made by any Person in or in connection with this Agreement Agreement, any Note or any other Loan Security Document; (dc) shall will not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of any of this Agreement Agreement, the Obligations or any other Loan Document or the satisfaction of any conditions precedent under this Agreement or any Loan Security Document on the part of the Borrower or other Persons as to the existence or possible existence of any Default or Event of Default or to inspect the property, property (including the books or records and records) of the Borrower or any other PersonBorrower; (ed) shall will not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement Agreement, the Obligations or any other Loan Document, Security Document or any other instrument or document furnished pursuant thereto thereto; (e) will have no obligation to any Person to assure that the Collateral exists or is owned by Borrower or is cared for, protected or insured or has been encumbered or that the liens granted to Agent pursuant to the Security Documents have been created, perfected, protected or enforced or are entitled to any collateral covered thereby particular priority or the perfection to exercise at all or priority in any particular manner or under any duty of care any Lien right, authority or power in favor respect of the Agent on behalf of the Lenders in any such collateralCollateral; and (f) shall will incur no liability under or in respect of this Agreement Agreement, the Obligations or any other Loan Security Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telephone telephone, telegram, cable, telecopy or telecopytelex) believed by it to be genuine and signed, signed or sent or given by the proper party or parties. Agent will not be liable for any apportionment or distribution of payments made by it in good faith pursuant to this Agreement, and if any such apportionment or distribution is subsequently determined to have been made in error the sole recourse of any Person to whom payment was due, but not made, will be to recover from the recipients of such payments any payment in excess of the amount to which they are determined to have been entitled.

Agent’s Reliance, Etc. Notwithstanding any other provisions of this Agreement or any other Loan Documents, neither Neither the Agent nor any of its directors, officers, agents, or employees or counsel shall be liable to any Bank for any action taken or omitted to be taken by it or them under or in connection with this Agreement or any Agreement, the Notes and the other Loan DocumentDocuments, except for its or their own gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final, non-appealable judgmentmisconduct. Without limiting limitation of the generality of the foregoing, the Agent: (a) may treat the payee original or any successor holder of any Note as the holder thereof until the Agent receives written notice from the Bank which is the payee of such Note concerning the assignment or transfer thereof signed by of such payee and in form satisfactory to the AgentNote; (b) may employ and consult with legal counsel (including its own counsel or counsel for the Borrower or any other Loan PartyBorrower), independent public accountants accountants, and other experts selected by it and shall not be liable to any Bank for any action taken taken, or omitted to be taken taken, in good faith by it or them in accordance with the advice of such counsel, accountants accountants, or experts received in such consultations and shall not be liable for any negligence or misconduct of any such counsel, accountants, or other experts; (c) makes no warranty or representation to any Lender or any other Person Bank and shall not be responsible to any Lender or any other Person Bank for any opinions, certifications, statements, warranties warranties, or representations made by any Person in or in connection with this Agreement or any other Loan DocumentAgreement; (d) shall not have any duty to any Bank to ascertain or to inquire as to the performance or observance of any of the terms, covenants covenants, or conditions of any of this Agreement or any other Loan Document instrument or the satisfaction of any document furnished pursuant thereto or to satisfy itself that all conditions precedent under this Agreement or to and requirements for any Loan Document on the part of have been met or that the Borrower is entitled to any Loan or other Persons or to inspect the property, property (including the books or records and records) of the Borrower or any other PersonSubsidiary; (e) shall not be responsible to any Lender Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency sufficiency, or value of this Agreement or any other Loan Document, any other instrument or document furnished pursuant thereto or any collateral covered thereby or the perfection or priority of any Lien in favor of the Agent on behalf of the Lenders in any such collateralthereto; and (f) shall incur no liability under or in respect of this Agreement or any other Loan Document by acting acing upon any notice, consent, certificate certificate, or other instrument or writing (which may be by telephone telegram, cable, telex, or telecopyotherwise) believed by it to be genuine and signed, signed or sent or given by the proper party PROPER PARTY or parties.

Agent’s Reliance, Etc. Notwithstanding any other provisions None of this Agreement Agents or any other Loan Documentstheir Affiliates, neither the Agent nor any of its their respective directors, officers, agentsagents or employees, employees or counsel shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement or any the other Loan DocumentDocuments, except for its or their own gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final, non-appealable judgmentmisconduct. Without limiting limitation of the generality of the foregoing, the AgentAgents: (ai) may treat the payee of any Note each Lender party hereto as the holder thereof of Obligations until the Agent receives written notice of the assignment or transfer thereof of such Lender's portion of the Obligations signed by such payee Lender and in form reasonably satisfactory to the Agent; (bii) may consult with legal counsel (including its own counsel or counsel for the Borrower or any other Loan Party)counsel, independent public accountants and other experts selected by it them and shall not be liable for any action taken or omitted to be taken in good faith by it or them in accordance with the advice of such counsel, accountants or experts; (ciii) makes make no warranty warranties or representation representations to any Lender or any other Person and shall not be responsible to any Lender or any other Person for any recitals, statements, warranties or representations made by any Person in or in connection with this Agreement or any other Loan DocumentDocuments; (div) shall not have any duty beyond Agents' customary practices in respect of loans in which Agent, Canadian Agent or U.K. Agent is the only lender, to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of any of this Agreement or any the other Loan Document or the satisfaction of any conditions precedent under this Agreement or any Loan Document Documents on the part of the Borrower or other Persons or Borrowers, to inspect the propertyproperty (including the books and records) of Borrowers, books to monitor the financial condition of Borrowers or records to ascertain the existence or possible existence or continuation of the Borrower any Default or any other PersonEvent of Default; (ev) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any the other Loan Document, Documents or any other instrument or document furnished pursuant thereto hereto or thereto; (vi) shall not be liable to any collateral covered thereby Lender for any action taken, or inaction, by Agent, Canadian Agent or U.K. Agent upon the perfection instructions of Majority Lenders pursuant to Section 10.1 hereof or priority refraining to take any action pending such instructions; (vii) shall not be liable for any apportionment or distributions of any Lien in favor of the Agent on behalf of the Lenders in any such collateralpayments made by it pursuant to Section 3 hereof, absent gross negligence or willful misconduct; and (fviii) shall incur no liability under or in respect of this Agreement or any the other Loan Document Documents by acting upon any notice, consent, certificate certificate, message or other instrument or writing (which may be by telephone telephone, facsimile, telegram, cable or telecopytelex) believed in good faith by it to be genuine and signed, signed or sent or given by the proper party or parties; and (ix) may assume that no Event of Default has occurred and is continuing, unless Agent has actual knowledge of the Event of Default, has received notice from Borrower Representative or Borrowers' independent certified public accountants stating the nature of the Event of Default, or has received notice from a Lender stating the nature of the Event of Default and that such Lender considers the Event of Default to have occurred and to be continuing.

Agent’s Reliance, Etc. Notwithstanding any other provisions of this Agreement or any other Loan Documents, neither Neither the Agent nor any of its directors, officers, agents, agents or employees or counsel shall be liable to the Lenders for any action taken or omitted to be taken by it or them under or in connection with this Agreement or any the other Loan DocumentLender Agreements, except for its or their own gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final, non-appealable judgmentmisconduct. Without limiting limitation of the generality of the foregoing, the Agent: (a) may treat the payee of any Term Loan Note as the holder thereof until the Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Agentrequired under Article 14 hereof; (b) may consult with legal counsel (including its own counsel or counsel for the Borrower or any other Loan Party)counsel, independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (c) makes no warranty or representation representations to any Lender or any other Person and shall not be responsible to any Lender or any other Person for any statements, warranties or representations made by any Person in or in connection with this Agreement or any the other Loan DocumentLender Agreements; (d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of any of this Agreement or any the other Loan Document or the satisfaction of any conditions precedent under this Agreement or any Loan Document Lender Agreements on the part of the Borrower or any other Persons Person or to inspect the property, property (including the books or records and records) of the Borrower or any other Person; (e) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any the other Loan Document, Lender Agreements or any other instrument or document furnished pursuant thereto hereto or any collateral covered thereby or the perfection or priority of any Lien in favor of the Agent on behalf of the Lenders in any such collateralthereto; and (f) shall incur no liability under or in respect of this Agreement or any the other Loan Document Lender Agreements by acting upon any notice, consent, certificate or other instrument or writing (which may be by telephone telecopy or telecopytelegram) believed by it the Agent to be genuine and signed, signed or sent or given by the proper party or parties.

Agent’s Reliance, Etc. Notwithstanding any other provisions of this Agreement or any other Loan Documents, neither the Agent nor any of its directors, officers, agents, employees or counsel shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement or any other Loan DocumentAgreement, except for its or their own gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final, non-appealable judgmentmisconduct. Without limiting the generality of the foregoing, the Agent: (a) may treat the payee of any Note as the holder thereof until the Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Agent; (b) may consult with legal counsel (including its own counsel or counsel for the Borrower Borrowers or any other Loan 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; (c) makes no warranty or representation to any Lender or any other Person and shall not be responsible to any Lender or any other Person for any statements, warranties or representations made by any Person in or in connection with this Agreement or any other Loan Document; (d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of any of this Agreement or any other Loan Document or the satisfaction of any conditions precedent under this Agreement or any Loan Document on the part of the Borrower Borrowers or other Persons or inspect the property, books or records of the Borrower Borrowers or any other Person; (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, any other instrument or document furnished pursuant thereto or any collateral covered thereby or the perfection or priority of any Lien in favor of the Agent on behalf of the Lenders in any such collateral; and (f) shall incur no liability under or in respect of this Agreement or any other Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telephone or telecopy) believed by it to be genuine and signed, sent or given by the proper party or parties.. Section 11.3

Agent’s Reliance, Etc. Notwithstanding any other provisions of this Agreement or any other Loan Documents, neither the Neither Agent nor any of its directors, officers, agents, agents or employees or counsel shall be liable for any action taken or omitted to be taken by it or them as Agent under or in connection with this Agreement (including Agent's servicing, administering or any other Loan Document, collecting Receivables) except for its or their own gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final, non-appealable judgmentmisconduct. Without limiting the generality of the foregoing, the Agent: (a) may treat the payee of any Note as the holder thereof until the Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Agent; (bi) may consult with legal counsel (including its own counsel or counsel for the Borrower or any other Loan PartyBorrower), 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; (cii) makes no warranty or representation to any Lender or any other Person and shall not be responsible to any Lender or any other Person for any statements, warranties or representations made by any Person in or in connection with this Agreement or any other Loan DocumentAgreement; (diii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of any of this Agreement or any other Loan Document or the satisfaction of any conditions precedent under this Agreement or any Loan Document on the part of the Borrower or other Persons or to inspect the property, property (including the books or records and records) of the Borrower or any other Person(except as otherwise expressly set forth in this Agreement); (eiv) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency sufficiency, or value of this Agreement Agreement, or any other Loan Document, any other instrument or document furnished pursuant thereto hereto, or any collateral covered thereby certificate, report, statement or other document referred to or provided for in, or received by Agent under or in connection with, the perfection Loan Documents, or priority for any failure of Borrower or any Lien in favor of its Affiliates to perform its obligation under the Agent on behalf of the Lenders in any such collateralLoan Documents; and (fv) shall incur no liability under or in respect of this Agreement or any other Loan Document by acting upon any noticenotice (including notice by telephone), consent, certificate or other instrument or writing (which may be by telephone telex or telecopytelecopier) believed by it to be genuine and signed, to be or to have been signed or sent or given by the proper party or parties. Agent may, but shall not be required to, at any time request instructions from Lenders with respect to any actions or approvals which by the terms of this Agreement or of any of the other Loan Documents Agent is permitted or required to take or to grant, and Agent shall be absolutely entitled to refrain from taking any action or to withhold any approval and shall not be under any liability whatsoever to any Person for refraining from any action or withholding any approval under any of the Loan Documents until it shall have received such instructions from the requisite Lender, as applicable in accordance with this Agreement. Without limiting the foregoing, Lender shall not have any right of action whatsoever against Agent as a result of Agent acting or refraining from acting under this Agreement or any of the other Loan Documents in accordance with the instructions of the requisite Lender as applicable in accordance with this Agreement. Agent shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document or conversation reasonably believed by it or them to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel (including counsel to Borrower), independent accountants and other experts selected by Agent.

Agent’s Reliance, Etc. Notwithstanding any other provisions of this Agreement or any other Loan Documents, neither Neither the Agent Agents nor any of its their respective directors, officers, agents, agents or employees or counsel shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement or any other the Loan DocumentDocuments, except for its or their own gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final, non-appealable judgmentmisconduct. Without limiting limitation of the generality of the foregoing, the each Agent: (a) may treat the payee of any Note as the holder thereof until until, in the case of the Administrative Agent, the Administrative Agent receives written and accepts an Assignment and Acceptance entered into by the Lender that is the payee of such Note, as assignor, and an Eligible Assignee, as assignee, or, in the case of any other Agent, such Agent has received notice of from the assignment or transfer thereof signed by Administrative Agent that it has received and accepted such payee Assignment and Acceptance, in form satisfactory to the Agenteach case as provided in Section 8.07; (b) may consult with legal counsel (including its own counsel or counsel for the Borrower or any other Loan 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; (c) makes no warranty or representation to any Lender or any other Person Party and shall not be responsible to any Lender or any other Person Party for any statements, warranties or representations (whether written or oral) made by any Person in or in connection with this Agreement or any other the Loan DocumentDocuments; (d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of any of this Agreement or any other Loan Document or the satisfaction of any conditions precedent under this Agreement or any Loan Document on the part of the Borrower any Loan Party or other Persons or to inspect the property, property (including the books or records and records) of the Borrower or any other PersonLoan Party; (e) shall not be responsible to any Lender Party for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of this Agreement any lien or security interest created or purported to be created under or in connection with, any other Loan Document, Document or any other instrument or document furnished pursuant thereto or any collateral covered thereby or the perfection or priority of any Lien in favor of the Agent on behalf of the Lenders in any such collateralthereto; and (f) shall incur no liability under or in respect of this Agreement or any other Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telephone telegram, telecopy or telecopytelex) believed by it to be genuine and signed, signed or sent or given by the proper party or parties.

Agent’s Reliance, Etc. Notwithstanding any other provisions of this Agreement or any other Loan Documents, neither the Agent nor any of its directors, officers, agents, employees or counsel shall be liable for any action taken or omitted to be not taken by it or them under or in connection with this Agreement or any other Loan Document, except for its or their own gross negligence or willful misconduct in connection with its duties expressly set forth herein or therein as determined by a court of competent jurisdiction in a final, final non-appealable judgment. Without limiting the generality of the foregoing, the Agent: (a) may treat the payee of any Note as the holder thereof until the Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Agent; (b) may consult with legal counsel (including its own counsel or counsel for the Borrower or any other Loan 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; . Neither the Agent nor any of its directors, officers, agents, employees or counsel: (ca) makes no any warranty or representation to any Lender or any other Person and Person, or shall not be responsible to any Lender or any other Person for any statementsstatement, warranties warranty or representations representation made or deemed made by the Borrower, any other Loan Party or any other Person in or in connection with this Agreement or any other Loan Document; (db) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of any of this Agreement or any other Loan Document or the satisfaction of any conditions precedent under this Agreement or any Loan Document on the part of the Borrower or other Persons (except for the delivery to it of any certificate or document specifically required to be delivered to it pursuant to Section 5.1 or that is a condition to a Credit Event) or inspect the property, books or records of the Borrower or any other Person; (ec) 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, any other instrument or document furnished pursuant thereto or any collateral covered thereby or the perfection or priority of any Lien in favor of the Agent on behalf of the Lenders in any such collateral; (d) shall have any liability in respect of any recitals, statements, certifications, representations or warranties contained in any of the Loan Documents or any other document, instrument, agreement, certificate or statement delivered in connection therewith; and (fe) shall incur no any liability under or in respect of this Agreement or any other Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telephone or telecopy) believed by it to be genuine and signed, sent or given by the proper party or parties. Unless set forth in writing to the contrary, the making of its initial Loan by a Lender shall constitute a certification by such Lender to the Agent and the other Lenders that the Borrower has satisfied the conditions precedent for initial Loans set forth in Sections 5.1. and 5.2. that have not previously been waived by the Lenders. The Agent may execute any of its duties under the Loan Documents by or through agents, employees or attorneys-in-fact and shall not be responsible for the negligence or misconduct of any agent or attorney-in-fact that it selects in the absence of gross negligence or willful misconduct in the selection of such agent or attorney-in-fact as determined by a court of competent jurisdiction in a final non-appealable judgment.

Agent’s Reliance, Etc. Notwithstanding any other provisions of this Agreement or any other Loan Documents, neither the Neither Agent nor any of its affiliates nor any of their respective officers, directors, officersemployees, agents, employees agents or counsel representatives shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement or any the other Loan DocumentFinancing Agreements, except for damages caused by its or their own gross negligence or willful wilful misconduct as determined by a court of competent jurisdiction in a final, final and non-appealable judgmentjudgment or court order binding on them. Without limiting the generality of the foregoing, the Agent: (ai) may treat the payee of any Note note as the holder thereof until the Agent receives written notice of the assignment or transfer thereof signed by such payee and in form reasonably satisfactory to the Agent; (bii) may consult with legal counsel (including its own counsel or counsel for the Borrower or any other Loan Party)counsel, independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken by it in good faith by it in accordance with the advice of such counsel, accountants or experts; (ciii) makes no warranty or representation to any Lender or any other Person Secured Party and shall not be responsible to any Lender or any other Person Secured Party for any statements, warranties or representations made by any Person in or in connection with this Agreement or any the other Loan DocumentFinancing Agreements; (div) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of any of this Agreement or any the other Loan Document or the satisfaction of any conditions precedent under this Agreement or any Loan Document Financing Agreements on the part of the Borrower any Credit Party or other Persons or to inspect the property, Collateral (including the books or records and records) of the Borrower or any other PersonCredit Party; (ev) shall not be responsible to any Lender Secured Party for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any the other Loan Document, Financing Agreements or any other instrument or document furnished pursuant thereto hereto or any collateral covered thereby or the perfection or priority of any Lien in favor of the Agent on behalf of the Lenders in any such collateralthereto; and (fvi) shall incur no liability under or in respect of this Agreement or any the other Loan Document Financing Agreements by acting upon any notice, consent, certificate or other instrument or writing (which may be by telephone telecopy, telegram, cable or telecopytelex) believed by it to be genuine and signed, signed or sent or given by the proper party or parties.

Agent’s Reliance, Etc. Notwithstanding any other provisions of this Agreement or any other Loan Documents, neither the Agent nor any of its directors, officers, agents, employees or counsel shall be liable to any Lender for any action taken or omitted to be taken by it or them under or in connection with this Agreement or any other Loan Document, except for its or their own gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final, non-appealable judgment. Without limiting the generality of the foregoing, the Agent: (a) may treat the payee of any Note as the holder thereof until the Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Agent; (b) may consult with legal counsel (including its own counsel or counsel for the Borrower or any other Loan 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; (c) makes no warranty or representation to any Lender or any other Person and shall not be responsible to any Lender or any other Person for any statements, warranties or representations made by any Person in or in connection with this Agreement or any other Loan Document; (d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of any of this Agreement or any other Loan Document or the satisfaction of any conditions precedent under this Agreement or any Loan Document on the part of the Borrower Parent, the Borrower, any Loan Party or other Persons (except for the delivery to it of any certificate or document specifically required to be delivered to it pursuant to Section 5.1) or inspect the property, books or records of the Borrower Parent, the Borrower, any Loan Party or any other Person; (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, any other instrument or document furnished pursuant thereto or any collateral covered thereby or the perfection or priority of any Lien in favor of the Agent on behalf of the Lenders in any such collateral; and (f) shall incur no liability to any Lender under or in respect of this Agreement or any other Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telephone or telecopy) believed by it to be genuine and signed, sent or given by the proper party or partiesparties and (g) except as expressly set forth herein, the Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower, the Parent or any of their respective Subsidiaries that is communicated to or obtained by the bank serving as Agent or any of its Affiliates in any capacity. Unless set forth in writing to the contrary, the making of its Loan by a Lender shall constitute a certification by such Lender to the Agent and the other Lenders that the Borrower has satisfied the conditions precedent for initial Loans set forth in Sections 5.1 and 5.2 and that have not previously been waived by the Requisite Lenders.

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

Agent’s Reliance, Etc. Notwithstanding Neither any other provisions of this Agreement or any other Loan Documents, neither the Agent nor any of its their respective directors, officers, agents, agents or employees or counsel shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement or any other the Loan DocumentDocuments, except for its or their own gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final, non-appealable judgmentmisconduct. Without limiting limitation of the generality of the foregoing, the each Agent: (a) may treat the payee of any Note as the holder thereof until until, in the case of the Administrative Agent, the Administrative Agent receives written and accepts an Assignment and Acceptance entered into by the Lender that is the payee of such Note, as assignor, and an Eligible Assignee, as assignee, or, in the case of any other Agent, such Agent has received notice of from the assignment or transfer thereof signed by Administrative Agent that it has received and accepted such payee Assignment and Acceptance, in form satisfactory to the Agenteach case as provided in Section 9.07; (b) may consult with legal counsel (including its own counsel or counsel for the Borrower or any other Loan 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; (c) makes no warranty or representation to any Lender or any other Person Party and shall not be responsible to any Lender or any other Person Party for any statements, warranties or representations (whether written or oral) made by any Person in or in connection with this Agreement or any other the Loan DocumentDocuments; (d) shall not have any duty to ascertain or to inquire as to the performance 130 or observance of any of the terms, covenants or conditions of any of this Agreement or any other Loan Document or the satisfaction of any conditions precedent under this Agreement or any Loan Document on the part of the Borrower any Loan Party or other Persons or to inspect the property, property (including the books or records and records) of the Borrower or any other PersonLoan Party; (e) shall not be responsible to any Lender Party for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of this Agreement any lien or security interest created or purported to be created under or in connection with, any other Loan Document, Document or any other instrument or document furnished pursuant thereto or any collateral covered thereby or the perfection or priority of any Lien in favor of the Agent on behalf of the Lenders in any such collateralthereto; and (f) shall incur no liability under or in respect of this Agreement or any other Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telephone telegram, telecopy or telecopytelex) believed by it to be genuine and signed, signed or sent or given by the proper party or parties.

Agent’s Reliance, Etc. Notwithstanding any other provisions of this Agreement or any other Loan Documents, neither Neither the Agent nor any of its directors, officers, agents, or employees or counsel shall be liable to any Bank for any action taken or omitted to be taken by it or them under or in connection with this Agreement or any Agreement, the Notes and the other Loan DocumentDocuments, except for its or their own gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final, non-appealable judgmentmisconduct. Without limiting limitation of the generality of the foregoing, the Agent: (a) may treat the payee original or any successor holder of any Note as the holder thereof until the Agent receives written notice from the Bank which is the payee of such Note concerning the assignment or transfer thereof signed by of such payee and in form satisfactory to the AgentNote; (b) may employ and consult with legal counsel (including its own counsel or counsel for the Borrower or any other Loan PartyBorrower), independent public accountants accountants, and other experts selected by it and shall not be liable to any Bank for any action taken taken, or omitted to be taken taken, in good faith by it or them in accordance with the advice of such counsel, accountants accountants, or experts received in such consultations and shall not be liable for any negligence or misconduct of any such counsel, accountants, or other experts; (c) makes no warranty or representation to any Lender or any other Person Bank and shall not be responsible to any Lender or any other Person Bank for any opinions, certifications, statements, warranties warranties, or representations made by any Person in or in connection with this Agreement or any other Loan DocumentAgreement; (d) shall not have any duty to any Bank to ascertain or to inquire as to the performance or observance of any of the terms, covenants covenants, or conditions of any of this Agreement or any other Loan Document instrument or the satisfaction of any document furnished pursuant thereto or to satisfy itself that all conditions precedent under this Agreement or to and requirements for any Loan Document on the part of have been met or that the Borrower is entitled to any Loan or other Persons or to inspect the property, property (including the books or records and records) of the Borrower or any other PersonSubsidiary; (e) shall not be responsible to any Lender Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency sufficiency, or value of this Agreement or any other Loan Document, any other instrument or document furnished pursuant thereto or any collateral covered thereby or the perfection or priority of any Lien in favor of the Agent on behalf of the Lenders in any such collateralthereto; and (f) shall incur no liability under or in respect of this Agreement or any other Loan Document by acting upon any notice, consent, certificate certificate, or other instrument or writing (which may be by telephone telegram, cable, telex, or telecopyotherwise) believed by it to be genuine and signed, signed or sent or given by the proper party or parties.

Agent’s Reliance, Etc. Notwithstanding any other provisions of this Agreement or any other Loan Documents, neither the Neither Administrative Agent nor Collateral Agent nor any of its their respective directors, officers, agents, agents or employees or counsel shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement or any other Loan Operative Document, except for its or their own gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final, non-appealable judgmentmisconduct. Without limiting limitation of the generality of the foregoing, the Agent: each of Administrative Agent and Collateral Agent (a) may treat the payee of any Note as the holder thereof until the Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Agent; (bi) may consult with legal counsel (including its own counsel or counsel for the Borrower or any other Loan PartyLessee), 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; , (cii) makes no warranty or representation to any Lender Indenture Trustee or any other Person Secured Parties and shall not be responsible to any Lender Indenture Trustee or any other Person Secured Parties for any statements, warranties or representations made by any Person in or in connection with this Agreement or any other Loan Operative Document; , (diii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of any of this Agreement or any other Loan Document or the satisfaction of any conditions precedent under this Agreement or any Loan Operative Document on the part of the Borrower Lessee or other Persons Lessor or to inspect the propertyproperty (including the books and records) of Lessee or Lessor, books or records of the Borrower or any other Person; (eiv) shall not be responsible to any Lender Indenture Trustee or Secured Parties for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement any Operative Document or any other Loan Document, any other instrument or document furnished pursuant thereto or any collateral covered thereby or the perfection or priority of any Lien in favor of the Agent on behalf of the Lenders in any such collateral; thereto, and (fv) shall incur no liability under or in respect of this Agreement or any other Loan Operative Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telephone fax, telegram, cable or telecopytelex) believed by it to be genuine and signed, signed or sent or given by the proper party or partiesparties (including, but not limited to any notice, consent, certification, other instrument or writing from Indenture Trustee purportedly on behalf of Tranche A Noteholders or from Administrative Agent purportedly on behalf of any Tranche A Noteholders or from Administrative Agent purportedly on behalf of any Secured Parties. The permissive right of Administrative Agent and Collateral Agent to take the actions permitted by this Agreement shall not be construed as an obligation or duty to do so.

Agent’s Reliance, Etc. Notwithstanding any other provisions of this Agreement or any other Loan Documents, neither the Agent nor any of its directors, officers, agents, employees or counsel shall be liable to any Lender for any action taken or omitted to be taken by it or them under or in connection with this Agreement or any other Loan Document, except for its or their own gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final, non-appealable judgment. Without limiting the generality of the foregoing, the Agent: (a) may treat the payee of any Note as the holder thereof until the Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Agent, and may rely on the Register to the extent set forth in Section 12.5(c); (b) may consult with legal counsel (including its own counsel or counsel for the Borrower or any other Loan 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; (c) makes no warranty or representation to any Lender or any other Person and shall not be responsible to any Lender or any other Person for any recitals, statements, warranties or representations made by any Person in or in connection with this Agreement or any other Loan DocumentDocument or the contents of any certificate, report or other document delivered thereunder or in connection therewith; (d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of any of this Agreement or any other Loan Document or the satisfaction of any conditions precedent under this Agreement or any Loan Document on the part of the Borrower Parent, the Borrower, any Loan Party or other Persons (except for the delivery to it of any certificate or document specifically required to be delivered to it pursuant to Section 5.1) or inspect the property, books or records of the Borrower Parent, the Borrower, any Loan Party or any other Person; (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, any other instrument or document furnished pursuant thereto (including, for the avoidance of doubt, in connection with the Agent’s reliance on any Electronic Signature transmitted by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page) or any collateral covered thereby or the perfection or priority of any Lien in favor of the Agent on behalf of the Lenders in any such collateral; and (f) shall be entitled to rely on, and shall incur no liability to any Lender 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 fax, any electronic message, Internet or intranet website posting or other distribution) or any statement made to it orally or by telephone or telecopytelephone) and believed by it to be genuine and signed, signed or sent or given otherwise authenticated by the proper party or partiesparties (whether or not such Person in fact meets the requirements set forth in the Loan Documents for being the maker thereof); and (g) except as expressly set forth herein, the Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower, the Parent or any of their respective Subsidiaries that is communicated to or obtained by the bank serving as Agent or any of its Affiliates in any capacity. Unless set forth in writing to the contrary, the making of its Loan by a Lender shall constitute a certification by such Lender to the Agent and the other Lenders that the Borrower has satisfied the conditions precedent for Loans set forth in Sections 5.1 and 5.2 and that have not previously been waived by the Requisite Lenders.

Agent’s Reliance, Etc. Notwithstanding any other provisions of this Agreement or any other Loan Documents, neither Neither the Agent nor any of its directors, officers, agents, agents or employees or counsel shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement or any of the other Loan DocumentProgram Documents, except for its or their own gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final, non-appealable judgmentmisconduct. Without limiting the generality of the foregoing, the Agent: (a) may treat the payee of any Note as the holder thereof until the Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Agent; (bi) may consult with legal counsel (including its own counsel or counsel for the Borrower or any other Loan Party), the Advisor) and 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; (cii) makes no warranty or representation to the Lender, any Lender Secondary Lender, or any other Person and shall not be responsible to the Lender, any Secondary Lender or any other Person for any statements, warranties or representations (whether written or oral) made by any Person in or in connection with this Agreement or any the other Loan DocumentProgram Documents; (diii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of any of this Agreement or any Agreement, the other Loan Document or the satisfaction of any conditions precedent under this Agreement Program Documents or any Loan Document Documents on the part of the Borrower Borrower, the Advisor, the Custodian or any other Persons Person or to inspect the property, property (including the books or records and records) of the Borrower or any other Personthe Advisor; (eiv) shall not be responsible to the Lender, any Secondary Lender or any Person for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement Agreement, the other Program Documents, any Loan Document or any other Loan Document, any other instrument or document furnished pursuant thereto hereto or any collateral covered thereby or the perfection or priority of any Lien in favor of the Agent on behalf of the Lenders in any such collateralthereto; and (fv) shall incur no liability under or in respect of this Agreement or any other Loan Program Document by acting upon any notice, consent, certificate or other instrument or writing (which may be delivered by telephone telecopier, telegram, cable or telecopytelex) believed by it to be genuine and signed, signed or sent or given by the proper party or parties.

Agent’s Reliance, Etc. Notwithstanding any other provisions of this Agreement or any other Loan Documents, neither Neither the Administrative Agent nor any of its respective directors, officers, agents, agents or employees or counsel shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement or any other Loan DocumentAgreement, except for its or their own gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final, non-appealable judgmentmisconduct. Without limiting limitation of the generality of the foregoing, the Administrative Agent: (ai) may treat each Lender recorded in the payee of any Note Register as the holder thereof owner of the Commitment recorded for such Lender in the Register until the Administrative Agent receives written notice of the assignment or transfer thereof signed and accepts an Assignment and Acceptance entered into by such payee Lender, as assignor, and an Eligible Assignee, as assignee, as provided in form satisfactory to the AgentSection 8.07; (bii) may consult with legal counsel (including its own counsel or counsel for the Borrower or any other Loan PartyBorrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (ciii) makes no warranty or representation to any Lender or any other Person and shall not be responsible to any Lender or any other Person for any statements, warranties or representations (whether written or oral) made by any Person in or in connection with this Agreement or any other Loan DocumentAgreement; (div) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of any of this Agreement or any other Loan Document or the satisfaction of any conditions precedent under this Agreement or any Loan Document on the part of the Borrower any Lender or other Persons or to inspect the property, property (including the books or records and records) of the Borrower or any other PersonLender; (ev) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of of, this Agreement or any other Loan Document, any other instrument or document furnished pursuant thereto or any collateral covered thereby or the perfection or priority of any Lien in favor of the Agent on behalf of the Lenders in any such collateralthereto; 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 may be by telephone telegram, telecopy or telecopytelex) believed by it to be genuine and signed, signed or sent or given by the proper party or parties.

Agent’s Reliance, Etc. Notwithstanding any other provisions of this Agreement or any other Loan Documents, neither Neither the Agent nor any of its directors, officers, agents, agents or employees or counsel shall be liable to the Lenders for any action taken or omitted to be taken by it or them under or in connection with this Agreement or any the other Loan DocumentLender Agreements, except for its or their own gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final, non-appealable judgmentmisconduct. Without limiting limitation of the generality of the foregoing, the Agent: (a) may treat the payee of any Revolving Credit Note as the holder thereof until the Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Agentrequired under Article 12 hereof; (b) may consult with legal counsel (including its own counsel or counsel for the Borrower or any other Loan Party)counsel, independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (c) makes no warranty or representation representations to any Lender or any other Person and shall not be responsible to any Lender or any other Person for any statements, warranties or representations made by any Person in or in connection with this Agreement or any the other Loan DocumentLender Agreements; (d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of any of this Agreement or any the other Loan Document or the satisfaction of any conditions precedent under this Agreement or any Loan Document Lender Agreements on the part of the Borrower Loan Parties or any other Persons Person or to inspect the property, property (including the books or records and records) of the Borrower Loan Parties or any other Person; (e) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any the other Loan Document, Lender Agreements or any other instrument or document furnished pursuant thereto hereto or any collateral covered thereby or the perfection or priority of any Lien in favor of the Agent on behalf of the Lenders in any such collateralthereto; and (f) shall incur no liability under or in respect of this Agreement or any the other Loan Document Lender Agreements by acting upon any notice, consent, certificate or other instrument or writing (which may be by telephone telecopy or telecopytelegram) believed by it the Agent to be genuine and signed, signed or sent or given by the proper party or parties.

Agent’s Reliance, Etc. Notwithstanding None of the Facility Agents, any other provisions of this Agreement their respective Affiliates, or any other Loan Documents, neither the Agent nor any of its their respective directors, officers, agents, agents or employees or counsel shall be liable for any action taken or omitted to be taken by it it, him, her or them under or in connection with this Agreement or any the other Loan DocumentDocuments, except for its its, his, her or their own gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final, non-appealable judgmentmisconduct. Without limiting the generality of the foregoing, each Administrative Agent and, other than in the case of clause (a), the Collateral Agent: (a) may treat the payee of any Note as the its holder thereof until the Agent receives written notice of the assignment or transfer thereof signed by such payee and Note has been assigned in form satisfactory to the Agentaccordance with Section 11.2; (b) may rely on the Register to the extent set forth in Section 11.2(c); (c) may consult with legal counsel (including its own counsel or counsel for to the Borrower or any other Loan 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; (cd) makes no warranty or representation to any other Agent, any Lender or any other Person Issuer and shall not be responsible to any other Agent, any Lender or any other Person Issuer for any statements, warranties or representations made by or on behalf of Group or any Person of its Subsidiaries in or in connection with this Agreement or any of the other Loan DocumentDocuments; (de) shall not have any duty to ascertain or to inquire either as to the performance or observance of any of the terms, covenants or conditions of any of this Agreement or any of the other Loan Document Documents or the satisfaction financial condition of any conditions precedent under this Agreement Loan Party, or the existence or possible existence of any Loan Document on the part Default or Event of the Borrower or other Persons or inspect the property, books or records of the Borrower or any other PersonDefault; (ef) shall not be responsible to any other Agent, any Lender or any Issuer for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the attachment, perfection or priority of any Lien created or purported to be created under or in connection with, this Agreement or Agreement, any of the other Loan Document, Documents or any other instrument or document furnished pursuant thereto hereto or any collateral covered thereby or the perfection or priority of any Lien in favor of the Agent on behalf of the Lenders in any such collateralthereto; and (fg) shall incur no liability under or in respect of this Agreement or any of the other Loan Document Documents by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopy or electronic mail) or any telephone or telecopy) message believed by it to be genuine and signed, signed or sent or given by the proper party or parties.