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

Agent’s Reliance, Etc. Neither Agent nor any of its affiliates nor any of their respective directors, officers, agents, employees or representatives shall be liable for any action taken or omitted to be taken by it or them hereunder or under any other Debt Documents, or in connection herewith or therewith, except for damages caused by its or their own gross negligence or willful misconduct as finally determined by a court of competent jurisdiction. Without limiting the generality of the foregoing, Agent: (a) may treat the payee of any Note as the holder thereof until such Note has been assigned in accordance with Section 10.1; (b) may consult with legal counsel, independent public accountants and other experts, whether or not selected by it, and shall not be liable for any action taken or omitted to be taken by it in good faith in accordance with the advice of such counsel, accountants or experts; (c) shall not be responsible or otherwise incur liability for any action or omission taken in reliance upon the instructions of the Requisite Lenders, (d) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations made in or in connection with this Agreement or the other Debt Documents; (e) shall not have any duty to inspect the Collateral (including the books and records) or to ascertain or to inquire as to the performance or observance of any provision of any Debt Document, whether any condition set forth in any Debt Document is satisfied or waived, as to the financial condition of any Loan Party or as to the existence or continuation or possible occurrence or continuation of any Default or Event of Default and shall not be deemed to have notice or knowledge of such occurrence or continuation unless it has received a notice from Borrower or any Lender describing such Default or Event of Default clearly labeled “notice of default”; (f) shall not be responsible to any Lender 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 Debt Document or any other instrument or document furnished pursuant hereto or thereto; and (g) shall incur no liability under or in respect of this Agreement or the other Debt Documents by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopy, telegram, cable or telex) believed by it to be genuine and signed or sent or otherwise authenticated by the proper party or parties.

Agent’s Reliance, Etc. Neither Agent nor may, without incurring any liability hereunder, (a) treat the payee of any Note as its holder until such Note has been assigned in accordance with Section 10.1, (b) consult with any of its affiliates nor Related Persons and, whether or not selected by it, any other advisors, accountants and other experts (including advisors to, and accountants and experts engaged by, any Loan Party) and (c) rely and act upon any document and information (including those transmitted by electronic transmission) and any telephone message or conversation, in each case believed by it to be genuine and transmitted, signed or otherwise authenticated by the appropriate parties. None of their respective directors, officers, agents, employees or representatives Agent and its Related Persons shall be liable for any action taken or omitted to be taken by it or any of them hereunder or under any other Debt Documents, or in connection herewith with any 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 therewithcause of action based thereon, except for damages caused by its or their own to the extent of liabilities resulting from the gross negligence or willful misconduct of Agent or, as finally the case may be, such Related Person (each as determined by in a final, non-appealable judgment of a court of competent jurisdiction) in connection with the duties of Agent expressly set forth herein. Without limiting the generality of the foregoing, Agent: (a) may treat the payee of any Note as the holder thereof until such Note has been assigned in accordance with Section 10.1; (b) may consult with legal counsel, independent public accountants and other experts, whether or not selected by it, and shall not be liable for any action taken or omitted to be taken by it in good faith in accordance with the advice of such counsel, accountants or experts; (ci) shall not be responsible or otherwise incur liability for any action or omission taken in reliance upon the instructions of the Requisite LendersLenders or for the actions or omissions of any of its Related Persons, except to the extent that a court of competent jurisdiction determines in a final non-appealable judgment that Agent acted with gross negligence or willful misconduct in the selection of such Related Person; (dii) makes no warranty or representation to any Lender 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 statements, warranties Lien created or representations made in 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 statement, document, information, representation or warranty made or furnished by or on behalf of any Loan Party or any Related Person 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 Party, whether or not transmitted or (except for documents expressly required under any Loan Document to be transmitted to the other Debt 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 (eiv) shall not have any duty to inspect the Collateral (including the books and records) or to ascertain or to inquire as to the performance or observance of any provision of any Debt Loan Document, whether any condition set forth in any Debt Loan Document is satisfied or waived, as to the financial condition of any Loan Party or as to the existence or continuation or possible occurrence or continuation of any Default or Event of Default Default, and shall not be deemed to have notice or knowledge of such occurrence or continuation unless it has received a notice from Borrower or any Lender describing such Default or Event of Default that is clearly labeled “notice of default”; ” (f) in which case Agent shall promptly give notice of such receipt to all 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 each Loan Party hereby waives and agrees not to assert (and each Loan Party shall cause its Subsidiaries to waive and agree not to assert) any right, enforceability, effectiveness, genuineness, sufficiency claim or value of, or the attachment, perfection or priority cause of any lien created or purported to be created under or in connection with, any Debt Document or any other instrument or document furnished pursuant hereto or thereto; and (g) shall incur no liability under or in respect of this Agreement or the other Debt Documents by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopy, telegram, cable or telex) believed by action it to be genuine and signed or sent or otherwise authenticated by the proper party or partiesmight have against Agent based thereon.

Agent’s Reliance, Etc. Neither Agent nor Agent, any Affiliate of its affiliates Agent, nor any of their respective directors, officers, agents, agents or employees or representatives shall be liable for any action taken or omitted to be taken by it or them hereunder or under any other Debt Documents, or in connection herewith with this Agreement or therewiththe other Loan Documents, except for damages caused by its or their own gross negligence or willful misconduct as finally determined by a court of competent jurisdictionmisconduct. Without limiting limitation of the generality of the foregoing, Agent: (ai) may treat the payee of any Note each Lender party hereto as the holder thereof of Obligations until Agent receives written notice of the assignment or transfer or such Note has been assigned lender's portion of the Obligations signed by such Lender and in accordance with Section 10.1form reasonably satisfactory to Agent; (bii) may consult with legal counsel, independent public accountants and other experts, whether or not experts selected by it, 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) shall not be responsible or otherwise incur liability for any action or omission taken in reliance upon the instructions of the Requisite Lenders, (diii) makes no warranty warranties or representation representations to any Lender and shall not be responsible to any Lender for any recitals, statements, warranties or representations made in or in connection with this Agreement or the any other Debt Loan Documents; (eiv) shall not have any duty to inspect beyond Agent's customary practices in respect of loans in which Agent is the Collateral (including the books and records) or only lender, to ascertain or to inquire as to the performance or observance of any provision of any Debt Documentthe terms, whether any condition set forth in any Debt Document is satisfied covenants or waivedconditions of this Agreement or the other Loan Documents on the part of Borrower, as to inspect the property (including the books and records) of Borrower, to monitor the financial condition of any Loan Party Borrower or as to ascertain the existence or continuation or possible occurrence existence or continuation of any Default or Event of Default and shall not be deemed to have notice or knowledge of such occurrence or continuation unless it has received a notice from Borrower or any Lender describing such Default or Event of Default clearly labeled “notice of default”Default; (fv) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, effectiveness, genuineness, sufficiency or value of, of this Agreement or the attachment, perfection or priority of any lien created or purported to be created under or in connection with, any Debt Document other Loan Documents or any other instrument or document furnished pursuant hereto or thereto; and (gvi) shall not be liable to any Lender for any action taken, or inaction, by Agent upon the instructions of Majority Lenders pursuant to Section 11.1 hereof or refraining to take any action pending such instructions; (vii) shall not be liable for any apportionment or distributions of payments made by it in good faith pursuant to Section 3 hereof; (viii) shall incur no liability under or in respect of this Agreement or the other Debt Loan Documents by acting upon any notice, consent, certificate certificate, message or other instrument or writing (which may be by telecopytelephone, facsimile, telegram, cable or telex) believed in good faith by it to be genuine and signed or sent or otherwise authenticated 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. Neither Agent nor any of its affiliates nor any of their respective directors, officers, agents, employees or representatives shall be liable for any action taken or omitted to be taken by it or them hereunder or under any other Debt Documents, or in connection herewith or therewith, except for damages caused by its or their own gross negligence or willful misconduct as finally determined by a court of competent jurisdiction. Without limiting the generality of the foregoing, Agent: (a) may treat the payee of any Note as the holder thereof until such Note has been assigned in accordance with Section 10.1; (b) may consult with legal counsel, independent public accountants and other experts, whether or not selected by it, and shall not be liable for any action taken or omitted to be taken by it in good faith in accordance with the advice of such counsel, accountants or experts; (c) shall not be responsible or otherwise incur liability for any action or omission taken in reliance upon the instructions of the Requisite Lenders, (d) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations made in or in connection with this Agreement or the other Debt Documents; (e) shall not have any duty to inspect the Collateral (including the books and records) or to ascertain or to inquire as to the performance or observance of any provision of any Debt Document, whether any condition set forth in any Debt Document is satisfied or waived, as to the financial condition of any Loan Party or as to the existence or continuation or possible occurrence or continuation of any Default or Event of Default and shall not be deemed to have notice or knowledge of such occurrence or continuation unless it has received a notice from Borrower or any Lender describing such Default or Event of Default clearly labeled “notice of default”; (f) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, effectiveness, genuineness, sufficiency or value of, or the attachment, perfection or priority of any lien Lien created or purported to be created under or in connection with, any Debt Document or any other instrument or document furnished pursuant hereto or thereto; and (g) shall incur no liability under or in respect of this Agreement or the other Debt Documents by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopy, telegram, cable or telex) believed by it to be genuine and signed or sent or otherwise authenticated by the proper party or parties.

Agent’s Reliance, Etc. Neither Agent nor any of its affiliates nor any of their respective directors, officers, agents, employees or representatives shall be liable for any action taken or omitted to be taken by it or them hereunder or under any other Debt Documents, or in connection herewith or therewith, except for damages caused by its or their own gross negligence or willful misconduct as finally determined by a court of competent jurisdiction. Without limiting the generality of the foregoing, Agent: (a) may treat the payee of any Note as the holder thereof until such Note has been assigned in accordance with Section 10.111.1; (b) may consult with legal counsel, independent public accountants and other experts, whether or not selected by it, and shall not be liable for any action taken or omitted to be taken by it in good faith in accordance with the advice of such counsel, accountants or experts; (c) shall not be responsible or otherwise incur liability for any action or omission taken in reliance upon the instructions of the Requisite Lenders, (d) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations made in or in connection with this Agreement or the other Debt Documents; (e) shall not have any duty to inspect the Collateral (including the books and records) or to ascertain or to inquire as to the performance or observance of any provision of any Debt Document, whether any condition set forth in any Debt Document is satisfied or waived, as to the financial condition of any Loan Party or as to the existence or continuation or possible occurrence or continuation of any Default or Event of Default and shall not be deemed to have notice or knowledge of such occurrence or continuation unless it has received a notice from Borrower or any Lender describing such Default or Event of Default clearly labeled “notice of default”; (f) shall not be responsible to any Lender 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 Debt Document or any other instrument or document furnished pursuant hereto or thereto; and (g) shall incur no liability under or in respect of this Agreement or the other Debt Documents by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopy, telegram, cable or telex) believed by it to be genuine and signed or sent or otherwise authenticated by the proper party or parties.

Agent’s Reliance, Etc. Neither the Agent nor any of its affiliates nor any of their respective directors, officers, agents, agents or employees or representatives shall be liable to any Lender or Issuer for any action taken or omitted to be taken by it or them hereunder or under any other Debt Documents, or in connection herewith with any Financing Document or therewithBond Document, except for damages caused by its or their own gross negligence or willful misconduct as finally determined by a court of competent jurisdictionmisconduct. 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 Lender which is the payee of such Note has been assigned in accordance with Section 10.1concerning the assignment of such Note; (b) may employ and consult with legal counselcounsel (including counsel for either the Borrower or NBC), independent public accountants accountants, and other experts, whether or not experts selected by it, it and shall not be liable to any Lender for any action taken taken, or omitted to be taken by it 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) shall not be responsible or otherwise incur liability for any action or omission taken in reliance upon the instructions of the Requisite Lenders, (d) makes no warranty or representation to any Lender or Issuer and shall not be responsible to any Lender or Issuer for any opinions, certifications, statements, warranties or representations made in or in connection with this Agreement or the other Debt Documentsany Financing Document; (ed) shall not have any duty to inspect the Collateral (including the books and records) any Lender or Issuer to ascertain or to inquire as to the performance or observance of any provision of the terms, covenants, or conditions of any Debt Document, whether Financing Document or any condition set forth in other instrument or document furnished pursuant thereto or to satisfy itself that all conditions to and requirements for any Debt Document credit extension have been met or that the Borrower is satisfied entitled to any credit extension or waived, as to inspect the financial condition property (including the books and records) of any Loan Party or as to either the existence or continuation or possible occurrence or continuation of any Default or Event of Default and shall not be deemed to have notice or knowledge of such occurrence or continuation unless it has received a notice from Borrower or any Lender describing such Default or Event of Default clearly labeled “notice of default”NBC; (fe) shall not be responsible to any Lender or Issuer for the due execution, legality, validity, enforceability, effectiveness, genuineness, sufficiency or value of, or the attachment, perfection or priority of any lien created item of Collateral or purported to be created under or in connection withFinancing Document, any Debt Bond Document or any other instrument or document furnished pursuant hereto thereto or theretohereto, nor for the creation, perfection or priority of any Liens purported to be created by any Financing Documents; and (gf) shall incur no liability under or in respect of this Agreement or the other Debt Documents by acting upon any notice, consent, certificate certificate, or other instrument or writing (which may be by telecopy, telegram, cable cable, telex, or telexotherwise) believed by it to be genuine and signed or sent or otherwise authenticated by the proper party or parties.

Agent’s Reliance, Etc. Neither Agent nor any of its affiliates nor any of their respective directors, officers, agents, employees or representatives shall be liable for any action taken or omitted to be taken by it or them hereunder or under any other Debt Documents, or in connection herewith or therewith, except for damages caused by its or their own gross negligence or willful misconduct as finally determined by a court of competent jurisdiction. Without limiting the generality of the foregoing, Agent: (a) may treat the payee of any Note as the holder thereof until such Note has been assigned in accordance [*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions with Section 10.1; (b) may consult with legal counsel, independent public accountants and other experts, whether or not selected by it, and shall not be liable for any action taken or omitted to be taken by it in good faith in accordance with the advice of such counsel, accountants or experts; (c) shall not be responsible or otherwise incur liability for any action or omission taken in reliance upon the instructions of the Requisite Lenders, (d) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations made in or in connection with this Agreement or the other Debt Documents; (e) shall not have any duty to inspect the Collateral (including the books and records) or to ascertain or to inquire as to the performance or observance of any provision of any Debt Document, whether any condition set forth in any Debt Document is satisfied or waived, as to the financial condition of any Loan Party Borrower or as to the existence or continuation or possible occurrence or continuation of any Default or Event of Default and shall not be deemed to have notice or knowledge of such occurrence or continuation unless it has received a notice from Borrower or any Lender describing such Default or Event of Default clearly labeled “notice of default”; (f) shall not be responsible to any Lender 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 Debt Document or any other instrument or document furnished pursuant hereto or thereto; and (g) shall incur no liability under or in respect of this Agreement or the other Debt Documents by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopy, telegram, cable or telex) believed by it to be genuine and signed or sent or otherwise authenticated by the proper party or parties.

Agent’s Reliance, Etc. Neither Agent nor any of its affiliates nor any of their respective directors, officers, agents, attorneys or employees or representatives shall be liable for any action taken or omitted to be taken by it or them hereunder or under any other Debt Documents, or in connection herewith or therewith, with this Agreement except for damages caused by its or their own gross negligence or willful misconduct as finally determined by a court of competent jurisdictionmisconduct. Without limiting the generality of the foregoing, Agent: (ai) may treat the payee of any Note each Bank as the holder thereof of the right to payment of its outstanding Loans until Agent receives and accepts (together with any required transfer fee) an Assignment and Acceptance Agreement signed by such Note has been assigned Bank and its Assignee in form satisfactory to the Agent and otherwise in accordance with Section 10.1the provisions of this Agreement; (bii) may consult with legal counselcounsel (including counsel for Borrower), independent public accountants and other experts, whether or not experts selected by it, 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 expertsexperts if such counsel, accountants or other experts are selected without gross negligence or willful misconduct on the part of the Agent; (c) shall not be responsible or otherwise incur liability for any action or omission taken in reliance upon the instructions of the Requisite Lenders, (diii) makes no warranty or representation to any Lender Bank and shall not be responsible to any Lender Bank for any statements, warranties or representations made in or in connection with this Agreement or the other Debt DocumentsAgreement; (eiv) shall not have any duty to inspect the Collateral (including the books and records) or to ascertain or to inquire as to the performance or observance of any provision of any Debt Documentthe terms, whether any condition set forth in any Debt Document is satisfied covenants or waived, as to conditions of this Agreement on the financial condition part of any Loan Party or as to the existence or continuation or possible occurrence or continuation of any Default or Event of Default and shall not be deemed to have notice or knowledge of such occurrence or continuation unless it has received a notice from Borrower or any Lender describing such Default or Event to inspect the property (including the books and records) of Default clearly labeled “notice of default”Borrower; (fv) shall not be responsible to any Lender Bank 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 Debt Document this Agreement or any other instrument or document furnished pursuant hereto or theretohereto; and (gvi) shall incur no liability under or in respect of this Agreement or the other Debt Documents by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopy, telegram, cable or telex) believed by it in good faith to be genuine and signed or sent or otherwise authenticated by the proper party or partiesparties unless such action by the Agent constitutes gross negligence or willful misconduct on its part.

Agent’s Reliance, Etc. Neither To the extent that the information provided to the Computation Agent, in its capacity as the Computation Agent, with respect to any Qualifying Hedge is sensitive market information, the Computation Agent agrees to use reasonable business efforts to keep such information confidential and separate and apart from its personnel (or personnel of its subsidiaries and other subsidiaries of the Computation Agent’s ultimate parent) that are engaged in energy trading activities with any Credit Party, except as otherwise provided in any Credit Document. Without limiting other actions that may constitute reasonable business efforts, the Computation Agent will be deemed to have satisfied the requirements of the preceding sentence to the extent it affords such information the same treatment as it affords other similar information in similar circumstances. No Agent nor any director, officer, agent or employee of its affiliates nor any of their respective directors, officers, agents, employees or representatives Agent shall be liable for any action taken or omitted to be taken by it or any of them hereunder or under any other Debt Documents, or in connection herewith with this Agreement or therewithany other Credit Document, except for damages caused by its or their own gross negligence or willful misconduct as finally determined by a court of competent jurisdictionmisconduct. Without limiting limitation of the generality of the foregoing, each Agent: (a) may treat the payee of any Note as the holder thereof until such Note has been assigned in accordance with Section 10.1; (bi) may consult with legal counselcounsel (including counsel for any Credit Party), independent public accountants and other experts, whether or not experts selected by it, 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) shall not be responsible or otherwise incur liability for any action or omission taken in reliance upon the instructions of the Requisite Lenders, (dii) makes no warranty or representation to any Lender Bank or Agent and shall not be responsible to any Lender Bank or Agent for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or the any other Debt DocumentsCredit Document; (eiii) shall not have any duty to inspect the Collateral (including the books and records) or to ascertain or to inquire as to the title to any property or as to the satisfaction, performance or observance of any provision of the terms, covenants or conditions of this Agreement or any other Credit Document on the part of any Debt Document, whether any condition set forth in any Debt Document is satisfied Credit Party Entity or waived, as to inspect the financial condition property (including the books and records) of any Loan Credit Party or as to the existence or continuation or possible occurrence or continuation of any Default or Event of Default and shall not be deemed to have notice or knowledge of such occurrence or continuation unless it has received a notice from Borrower or any Lender describing such Default or Event of Default clearly labeled “notice of default”Entity; (fiv) shall not be responsible to any Lender Bank or Agent for the perfection, priority, existence, sufficiency or value of any security, security interest, guaranty or insurance or 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 withthis Agreement, any Debt other Credit Document or any other instrument or document furnished pursuant hereto or thereto; and (gv) shall incur no liability under or in respect of this Agreement or the other Debt Documents any Credit Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopytelecopier, telegram, cable email, telex or telexotherwise) believed by it in its reasonable judgment to be genuine and signed or sent or otherwise authenticated by the proper party or parties; and (vi) may treat a Bank as the obligee of any Obligation at any time owed to such Bank, until such Agent receives a Transfer Agreement executed by such Bank and all other required parties. Without limiting the generality of the foregoing, insofar as the Administrative Agent is concerned, each Bank shall be deemed to have consented to, approved and accepted and to be satisfied with each matter required under Section 3.1 of this Agreement, unless the officer of the Administrative Agent responsible for the transactions contemplated by the Credit Documents shall have received written notice from such Bank prior to such Bank entering into any Qualifying Hedge specifying its objection thereto; provided that this sentence is solely for the benefit of the Administrative Agent (and not any Credit Party) and shall not amend, waive or otherwise modify Section 3.1, Section 6.1(b) or any other provision applicable to any Credit Party.

Agent’s Reliance, Etc. Neither any Agent nor any of its affiliates nor any of their respective directors, officers, agents, agents or employees or representatives shall be liable for any action taken or omitted to be taken by it or them hereunder or under any other Debt Documents, or in connection herewith with the Credit Documents, (i) with the consent or therewithat the request of the Requisite Lenders (or such other number or percentage of the Lenders as shall be necessary, except for damages caused by its or their as such Agent shall believe in good faith shall be necessary) or (ii) in the absence of such Agent’s own gross negligence or willful misconduct as finally determined by a court of competent jurisdictionjurisdiction in a final and non-appealable judgment. Without limiting limitation to the generality of the foregoing, each Agent: (a) may treat the payee of any Note as the holder thereof until such Note has been assigned in accordance with Section 10.1[reserved]; (b) may consult with legal counselcounsel (including counsel for any Credit Party), independent public accountants and other experts, whether or not experts selected by it, 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) shall not be responsible or otherwise incur liability for any action or omission taken in reliance upon the instructions of the Requisite Lenders, (d) makes no warranty or representation to any Lender Secured Party and shall not be responsible to any Lender Secured Party for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Debt Credit Documents; (ed) shall not have any duty to inspect the Collateral (including the books and records) or to ascertain or to inquire as to the performance performance, observance or observance satisfaction of any provision of the terms, covenants or conditions of any Debt Document, whether any condition set forth in any Debt Credit Document is satisfied or waived, as to on the financial condition part of any Loan Credit Party or as to the existence at any time of any Default under the Credit Documents or continuation or possible occurrence or continuation to inspect the property (including the books and records) of any Credit Party, and shall be deemed to have no knowledge of any Default or Event of Default and unless such Agent shall not be deemed to have received notice thereof in writing from a Lender or knowledge of such occurrence or continuation unless it has received a notice from Borrower or any Lender describing such Credit Party stating that a Default or Event of Default clearly labeled “notice of default”has occurred and specifying the nature thereof; (fe) shall not be responsible to any Lender Secured Party for the due execution, legality, validity, enforceability, effectiveness, genuineness, sufficiency or value of, or the attachment, perfection or priority of any lien or security interest created or purported to be created under or in connection with, any Debt Credit Document or any other instrument or document furnished pursuant hereto or thereto; (f) shall not be subject to any fiduciary or other implied duties, regardless of whether a Default or Event of Default has occurred and is continuing; (g) shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Credit Documents that the Administrative Agent is required to exercise as directed in writing by the Requisite Lenders (or such other number or percentage of Lenders as shall be expressly provided for herein or in the other Credit Documents), provided that no Agent shall be required to take any action that, in its opinion or the opinion of its counsel, may expose such Agent to liability or that is contrary to any Credit Document or applicable law, including for the avoidance of doubt, any action that may be in violation of the automatic stay or similar provision under any Debtor Relief Law or that may affect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Debtor Relief Law and (gh) shall incur no liability under or in respect of this Agreement or the other Debt Documents any Credit Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopyfacsimile, telegram, cable electronic mail or telexInternet or intranet posting or other distribution) believed by it to be genuine and signed or sent or otherwise authenticated by the proper party or parties.

Agent’s Reliance, Etc. Neither Agent nor any of its affiliates nor any of their respective directors, officers, agents, employees or representatives shall be liable for any action taken or omitted to be taken by it or them hereunder or under any other Debt Documents, or in connection herewith or therewith, except for damages caused by its or their own gross negligence or willful misconduct as finally determined by a court of competent jurisdiction. Without limiting the generality of the foregoing, Agent: (a) may treat the payee of any Note as the holder thereof until such Note has been assigned in accordance with Section 10.1; (b) may consult with legal counsel, independent public accountants and other experts, whether or not selected by it, and shall not be liable for any action taken or omitted to be taken by it in good faith in accordance with the advice of such counsel, accountants or experts; (c) shall not be [*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. responsible or otherwise incur liability for any action or omission taken in reliance upon the instructions of the Requisite Lenders, (d) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations made in or in connection with this Agreement or the other Debt Documents; (e) shall not have any duty to inspect the Collateral (including the books and records) or to ascertain or to inquire as to the performance or observance of any provision of any Debt Document, whether any condition set forth in any Debt Document is satisfied or waived, as to the financial condition of any Loan Party Borrower or as to the existence or continuation or possible occurrence or continuation of any Default or Event of Default and shall not be deemed to have notice or knowledge of such occurrence or continuation unless it has received a notice from Borrower or any Lender describing such Default or Event of Default clearly labeled “notice of default”; (f) shall not be responsible to any Lender 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 Debt Document or any other instrument or document furnished pursuant hereto or thereto; and (g) shall incur no liability under or in respect of this Agreement or the other Debt Documents by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopy, telegram, cable or telex) believed by it to be genuine and signed or sent or otherwise authenticated by the proper party or parties.

Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its affiliates nor any of their respective directors, officers, agents, employees or representatives agents shall be liable as such for any action taken or omitted to be taken by it or any of them hereunder or under any other Debt Documents, or in connection herewith or therewith, except for damages caused by its or their his or her own gross negligence or willful misconduct as finally determined misconduct, or be responsible for any statement, warranty or representation in this Agreement or the contents of any document delivered in connection therewith, or be required to ascertain or to make any inquiry concerning the performance or observance by a court the Borrower of competent jurisdiction. Without limiting the generality any of the foregoingterms, Agent: (a) may treat conditions, covenants or agreements contained in this Agreement. The Administrative Agent shall not be responsible to the payee Lenders for the due execution, genuineness, validity, enforceability or effectiveness of any Note as the holder thereof until such Note has been assigned in accordance with Section 10.1; (b) this Agreement or other instruments or agreements. The Administrative Agent may consult with legal counselcounsel (including counsel for the Borrower), independent public accountants and other experts, whether or not experts selected by it, 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) . The Administrative Agent may deem and treat the Lender that makes any Advance as the holder of the indebtedness resulting therefrom for all purposes hereof until it shall not have received notice from such Lender, given as provided herein, of the transfer thereof. The Administrative Agent shall in all cases be responsible fully protected in acting, or refraining from acting, in accordance with written instructions signed by the Majority Lenders and, except as otherwise incur liability for specifically provided herein, such instructions and any action or omission taken inaction pursuant thereto shall be binding on all the Lenders. The Administrative Agent shall, in reliance upon the instructions absence of knowledge to the contrary, be entitled to rely on any instrument or document believed by it in good faith to be genuine and correct and to have been signed or sent by the proper person or persons. Neither the Administrative Agent nor any of its directors, officers, employees or agents shall have any responsibility to the Borrower on account of the Requisite Lenders, (d) makes no warranty failure of or representation delay in performance or breach by any Lender of any of its obligations under this Agreement or to any Lender on account of the failure of or delay in performance or breach by any other Lender or the Borrower of any of their respective obligations under this Agreement or in connection therewith. The Administrative Agent may execute any and all duties under this Agreement by or through agents or employees and shall be entitled to rely upon the advice of legal counsel selected by it with respect to all matters arising under this Agreement and shall not be responsible to any Lender liable for any statements, warranties action taken or representations made suffered in or good faith by it in connection accordance with this Agreement or the other Debt Documents; (e) shall not have any duty to inspect the Collateral (including the books and records) or to ascertain or to inquire as to the performance or observance of any provision of any Debt Document, whether any condition set forth in any Debt Document is satisfied or waived, as to the financial condition of any Loan Party or as to the existence or continuation or possible occurrence or continuation of any Default or Event of Default and shall not be deemed to have notice or knowledge advice of such occurrence or continuation unless it has received a notice from Borrower or any Lender describing such Default or Event of Default clearly labeled “notice of default”; (f) shall not be responsible to any Lender 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 Debt Document or any other instrument or document furnished pursuant hereto or thereto; and (g) shall incur no liability under or in respect of this Agreement or the other Debt Documents by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopy, telegram, cable or telex) believed by it to be genuine and signed or sent or otherwise authenticated by the proper party or partiescounsel.

Agent’s Reliance, Etc. Neither the Agent nor any of its affiliates nor any of their respective --------------------- directors, officers, agents, agents or employees or representatives shall be liable for any action taken or omitted to be taken by it or them hereunder or under any other Debt Documents, or in connection herewith or therewithwith the Credit Documents, except for damages caused by its or their own gross negligence or willful misconduct as finally determined by a court of competent jurisdictionmisconduct. 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 and accepts an Assignment and Acceptance entered into by the Lender that is the payee of such Note has been assigned Note, as assignor, and an Assignee, as assignee, as provided in accordance with Section 10.114.1.1; (b) may consult with legal counselcounsel (including counsel for any Lender), independent public accountants and other experts, whether or not experts selected by it, 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) shall not be responsible or otherwise incur liability for any action or omission taken in reliance upon the instructions of the Requisite Lenders, (d) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made by any Borrower or Material Subsidiary in or in connection with this Agreement the Credit Documents or in any certificate, report, document, financial statement or other written or oral statement referred to or provided for in, or received by Agent under or in connection herewith or in connection with the other Debt Credit Documents; (ed) shall not have any duty to inspect the Collateral (including the books and records) or to ascertain or to inquire as to the performance or observance of any provision of the terms, covenants or conditions of any Debt Document, whether any condition set forth in any Debt Credit Document is satisfied or waived, as to the financial condition of any Loan Party or as to the existence use of the proceeds of the Loan or continuation or possible occurrence or continuation the use of the Letters of Credit on the part of any Default or Event of Default and shall not be deemed to have notice or knowledge of such occurrence or continuation unless it has received a notice from Borrower or any Lender describing such Default or Event of Default clearly labeled “notice of default”Lender; (fe) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, effectiveness, genuineness, sufficiency or value of, or the attachment, perfection or priority of any lien or security interest created or purported to be created under or in connection with, any Debt Credit Document or any other instrument or document furnished pursuant hereto thereto or theretofor the failure of any Borrower or Material Subsidiary to perform their respective obligations under the Credit Documents; and (gf) is entitled to rely, and shall incur no liability under or be fully protected in respect of this Agreement or the other Debt Documents by acting relying, upon any notice, consent, certificate certificate, letter, resolution or other instrument or writing (which may be by telecopy, telegram, cable telecopy or telex) or conversation believed by it to be genuine and signed or signed, sent or otherwise authenticated made by the proper party or parties. Each Lender acknowledges and agrees that the Agent shall not have, by reason of this Agreement, a fiduciary relationship in respect of any Lender; and nothing in this Agreement, expressed or implied, is intended to or shall be so construed as to create any express, implied or constructive trust relationship between the Agent and any Lender and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any of the other Credit Documents or shall otherwise exist against Agent.

Agent’s Reliance, Etc. Neither Agent nor Agents, any Affiliate of its affiliates Agents, nor any of their respective directors, officers, agents, employees employees, attorneys or representatives shall consultants will be liable for any action taken or omitted to be taken by it or them hereunder or under any other Debt Documents, or in connection herewith with this Agreement, any of the Obligations or therewithany Loan Document, except for damages caused by its or their own gross negligence or willful misconduct as finally determined by a court of competent jurisdictionmisconduct. Without limiting limitation of the generality of the foregoing, AgentAgents: (a) may treat the payee of any Note as the holder thereof until such Note has been assigned in accordance with Section 10.1; (b) may consult with legal counselcounsel (including counsel for Borrower), independent public accountants and other experts, whether or not experts selected by it, Agents and shall will 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; (cb) shall not be responsible or otherwise incur liability for any action or omission taken in reliance upon the instructions of the Requisite Lenders, (d) makes make no warranty or representation to any Lender and shall will not be responsible to any Lender for any statements, warranties or representations made in or in connection with this Agreement Agreement, the Notes or the other Debt Documentsany Loan Document; (ec) shall will not have any duty to inspect the Collateral (including the books and records) or to ascertain or to inquire as to the performance or observance of any provision of any Debt Documentthe terms, whether any condition set forth in any Debt Document is satisfied covenants or waivedconditions of this Agreement, as to the financial condition of Obligations or any Loan Party Document on the part of Borrower or as -50- 58 to the existence or continuation or possible occurrence or continuation existence of any Default or Event of Default or to inspect the property (including the books and shall not be deemed to have notice or knowledge records) of such occurrence or continuation unless it has received a notice from Borrower or any Lender describing such Default or Event of Default clearly labeled “notice of default”Borrower; (fd) shall will not be responsible to any Lender for the due execution, legality, validity, enforceability, effectiveness, genuineness, sufficiency or value ofof this Agreement, the Obligations or the attachment, perfection or priority of any lien created or purported to be created under or in connection with, any Debt Loan Document or any other instrument or document furnished pursuant hereto or thereto; and (ge) shall will incur no liability under or in respect of this Agreement Agreement, the Obligations or the other Debt Documents any Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopytelephone, telegram, cable cable, telecopy or telex) believed by it to be genuine and signed or sent or otherwise authenticated by the proper party or parties. Agents will not be liable for any apportionment or distribution of payments made by it reasonably and 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. Neither Agent nor any of its affiliates nor any of their respective directors, officers, agents, employees or representatives shall be liable for any action taken or omitted to be taken by it or them hereunder or under any other Debt Security Documents, or in connection herewith or therewith, except for damages caused by its or their own gross negligence or willful misconduct as finally determined by a court of competent jurisdiction. Without limiting the generality of the foregoing, Agent: (a) may treat the payee of any Note as the holder thereof until such Note has been assigned in accordance with Section 10.1; (b) may consult with legal counsel, independent public accountants and other experts, whether or not selected by it, and shall not be liable for any action taken or omitted to be taken by it in good faith in accordance with the advice of such counsel, accountants or experts; (c) shall not be responsible or otherwise incur liability for any action or omission taken in reliance upon the instructions of the Requisite LendersPurchasers, (d) makes no warranty or representation to any Lender Purchaser and shall not be responsible to any Lender Purchaser for any statements, warranties or representations made in or in connection with this Agreement or the other Debt Security Documents; (e) shall not have any duty to inspect the Collateral (including the books and records) or to ascertain or to inquire as to the performance or observance of any provision of any Debt Security Document, whether any condition set forth in any Debt Security Document is satisfied or waived, as to the financial condition of any Loan Party Grantor or as to the existence or continuation or possible occurrence or continuation of any Default or Event of Default and shall not be deemed to have notice or knowledge of such occurrence or continuation unless it has received a notice from Borrower Grantors or any Lender Purchaser describing such Default or Event of Default clearly labeled “notice of default”; (f) shall not be responsible to any Lender Purchaser 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 Debt Security Document or any other instrument or document furnished pursuant hereto or thereto; and (g) shall incur no liability under or in respect of this Agreement or the other Debt Security Documents by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopy, telegram, cable or telex) believed by it to be genuine and signed or sent or otherwise authenticated by the proper party or parties.

Agent’s Reliance, Etc. Neither Agent nor any of its affiliates nor any of their respective directors, officers, agents, employees or representatives shall be liable for any action taken or omitted to be taken by it or them hereunder or under any other Debt Transaction Documents, or in connection herewith or therewith, except for damages caused by its or their own gross negligence or willful misconduct as finally determined by a court of competent jurisdiction. Without limiting the generality of the foregoing, Agent: (a) may treat the payee of any Note as the holder thereof until such Note has been assigned in accordance with Section 10.1; (b) may consult with legal counsel, independent public accountants and other experts, whether or not selected by it, and shall not be liable for any action taken or omitted to be taken by it in good faith in accordance with the advice of such counsel, accountants or experts; (c) shall not be responsible or otherwise incur liability for any action or omission taken in reliance upon the instructions of the Requisite Lenders, (d) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations made in or in connection with this Agreement or the other Debt Transaction Documents; (e) shall not have any duty to inspect the Collateral (including the books and records) or to ascertain or to inquire as to the performance or observance of any provision of any Debt Transaction Document, whether any condition set forth in any Debt Transaction Document is satisfied or waived, as to the financial condition of any Loan Party or as to the existence or continuation or possible occurrence or continuation of any Default or Event of Default and shall not be deemed to have notice or knowledge of such occurrence or continuation unless it has received a notice from Borrower or any Lender describing such Default or Event of Default clearly labeled “notice of default”; (f) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, effectiveness, genuineness, sufficiency or value of, or the attachment, perfection or priority of any lien Lien created or purported to be created under or in connection with, any Debt Transaction Document or any other instrument or document furnished pursuant hereto or thereto; and (g) shall incur no liability under or in respect of this Agreement or the other Debt Transaction Documents by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopy, telegram, cable or telex) believed by it to be genuine and signed or sent or otherwise authenticated by the proper party or parties.

Agent’s Reliance, Etc. Neither the Agent nor any of its affiliates nor any of their respective directors, officers, agents, agents or employees or representatives shall be liable to any Lender for any action taken or omitted to be taken by it or them hereunder or under any other Debt Documents, or in connection herewith or therewithwith any Financing Agreement, except for damages caused by its or their own gross May 27, 2004 negligence or willful misconduct as finally determined by a court of competent jurisdictionmisconduct. 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 Lender which is the payee of such Note has been assigned in accordance with Section 10.1concerning the assignment of such Note; (b) may employ and consult with legal counselcounsel (including counsel for Borrower), independent public accountants accountants, and other experts, whether or not experts selected by it, it and shall not be liable to any Lender for any action taken taken, or omitted to be taken by it 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) shall not be responsible or otherwise incur liability for any action or omission taken in reliance upon the instructions of the Requisite Lenders, (d) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any opinions, certifications, statements, warranties or representations made in or in connection with this Agreement or the other Debt Documentsany Financing Agreement; (ed) shall not have any duty to inspect the Collateral (including the books and records) or any Lender to ascertain or to inquire as to the performance or observance of any provision of the terms, covenants, or conditions of any Debt Document, whether Financing Agreement or any condition set forth in any Debt Document is satisfied other instrument or waived, as document furnished pursuant thereto or to the financial condition of satisfy itself that all conditions to and requirements for any Loan Party have been met or as that Borrower is entitled to any Loan or to inspect the existence or continuation or possible occurrence or continuation property (including the books and records) of any Default or Event of Default and shall not be deemed to have notice or knowledge of such occurrence or continuation unless it has received a notice from Borrower or any Lender describing such Default or Event of Default clearly labeled “notice of default”Borrower; (fe) shall not be responsible to any Lender 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 Debt Document Financing Agreement or any other instrument or document furnished pursuant hereto or thereto; and (gf) shall incur no liability under or in respect of this Agreement or the other Debt Documents by acting upon any notice, consent, certificate certificate, or other instrument or writing (which may be by telecopy, telegram, cable cable, telex, or telexotherwise) believed by it to be genuine and signed or sent or otherwise authenticated by the proper party or parties.

Agent’s Reliance, Etc. Neither the Administrative Agent or the Paying Agent nor any of its affiliates nor any of their respective directors, officers, agents, agents or employees or representatives shall be liable to any Lender, the Issuing Bank or the Company for any action taken or omitted to be taken by it or them hereunder or under any other Debt Documents, or in connection herewith with this Agreement or therewithany other Loan Document, except for damages caused by its or their own gross negligence or willful misconduct as finally determined by a court of competent jurisdictionmisconduct. Without limiting limitation of the generality of the foregoing, Agenteach of the Administrative Agent and the Paying Agent and if appropriate, the Company: (ai) may treat each Lender listed in the payee of any Note Register as a “Lender” with a Commitment in the holder thereof amount recorded in the Register until the Administrative Agent receives and accepts an Assignment and Acceptance entered into by a Lender listed in the Register, as assignor, and an Eligible Assignee, as assignee, as provided in Section 9.05(c), at which time the Administrative Agent will make such Note has been assigned recordations in accordance with Section 10.1the Register as are appropriate to reflect the assignment effected by such Assignment and Acceptance; (bii) may consult with legal counselcounsel (including counsel for the Company), independent public accountants and other experts, whether or not experts selected by it, 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) shall not be responsible or otherwise incur liability for any action or omission taken in reliance upon the instructions of the Requisite Lenders, (diii) makes no warranty or representation to any Lender or the Issuing Bank and shall not be responsible to any Lender or the Issuing Bank for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Debt Loan Documents; (eiv) shall not have any duty to inspect the Collateral (including the books and records) or to ascertain or to inquire as to the performance or observance of any provision of any Debt Documentthe terms, whether any condition set forth in any Debt Document is satisfied covenants or waived, as conditions of the Loan Documents on the part of the Company or to inspect the financial condition property (including the books and records) of any Loan Party or as to the existence or continuation or possible occurrence or continuation of any Default or Event of Default and shall not be deemed to have notice or knowledge of such occurrence or continuation unless it has received a notice from Borrower or any Lender describing such Default or Event of Default clearly labeled “notice of default”Company; (fv) shall not be responsible to any Lender or the Issuing Bank for the due execution, legality, validity, enforceability, effectiveness, genuineness, sufficiency or value of, or the attachment, perfection or priority of any lien or security interest created or purported to be created under or in connection with, any Debt Document of the Loan Documents or any other instrument or document furnished pursuant hereto or thereto; and (gv) shall incur no liability under or in respect of this Agreement or the other Debt Documents by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopytelecopier, telegram, cable telegram or telexcable) believed by it in good faith to be genuine and signed or sent or otherwise authenticated by the proper party or parties. No provision of this Agreement shall require the Paying Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of its rights or powers. The permissive rights of the Paying Agent to do things enumerated in this Agreement shall not be construed as a duty. The Paying Agent shall not be deemed to have knowledge of any Event of Default (other than any Event of Default described in clause (a) or (b) of Article VII with respect to any payment that is to be made to the Paying Agent) unless and until the Paying Agent shall have received written notice thereof at its principal office in New York.

Agent’s Reliance, Etc. Neither the Agent nor any of its affiliates nor any of their respective directors, officers, agents, agents or employees or representatives shall be liable to any Lender or Issuer for any action taken or omitted to be taken by it or them hereunder or under any other Debt Documents, or in connection herewith with any Financing Document or therewithBond Document, except for damages caused by its or their own gross negligence or willful misconduct as finally determined by a court of competent jurisdictionmisconduct. 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 Lender which is the payee of such Note has been assigned in accordance with Section 10.1concerning the assignment of such Note; (b) may employ and consult with legal counselcounsel (including counsel for the Borrower), independent public accountants accountants, and other experts, whether or not experts selected by it, it and shall not be liable to any Lender for any action taken taken, or omitted to be taken by it 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) shall not be responsible or otherwise incur liability for any action or omission taken in reliance upon the instructions of the Requisite Lenders, (d) makes no warranty or representation to any Lender or Issuer and shall not be responsible to any Lender or Issuer for any opinions, certifications, statements, warranties or representations made in or in connection with this Agreement or the other Debt Documentsany Financing Document; (ed) shall not have any duty to inspect the Collateral (including the books and records) any Lender or Issuer to ascertain or to inquire as to the performance or observance of any provision of the terms, covenants, or conditions of any Debt Document, whether any condition set forth in any Debt Financing Document is satisfied or waived, as to the financial condition of any Loan Party or as to the existence or continuation or possible occurrence or continuation of any Default or Event of Default and shall not be deemed to have notice or knowledge of such occurrence or continuation unless it has received a notice from Borrower or any Lender describing such Default other instrument or Event document furnished pursuant thereto or to satisfy itself that all conditions to and requirements for any credit extension have been met or that the Borrower is entitled to any credit extension or to inspect the property (including the books and records) of Default clearly labeled “notice of default”the Borrower; (fe) shall not be responsible to any Lender or Issuer for the due execution, legality, validity, enforceability, effectiveness, genuineness, sufficiency or value of, or the attachment, perfection or priority of any lien created item of Collateral or purported to be created under or in connection withFinancing Document, any Debt Bond Document or any other instrument or document furnished pursuant hereto thereto or theretohereto, nor for the creation, perfection or priority of any Liens purported to be created by any Financing Documents; and (gf) shall incur no liability under or in respect of this Agreement or the other Debt Documents by acting upon any notice, consent, certificate certificate, or other instrument or writing (which may be by telecopy, telegram, cable cable, telex, or telexotherwise) believed by it to be genuine and signed or sent or otherwise authenticated by the proper party or parties.

Agent’s Reliance, Etc. Neither Agent nor any of its affiliates nor any of their respective directors, officers, agents, employees or representatives shall be liable for any action taken or omitted to be taken by it or them hereunder or under any other Debt Documents, or in connection herewith or therewith, except for damages caused by its or their own gross negligence or willful misconduct as finally determined by a court of competent jurisdiction. Without limiting the generality of the foregoing, Agent: (a) may treat the payee of any Note as the holder thereof until such Note has been assigned in accordance with Section 10.1; (b) may consult with legal counsel, independent public accountants and other experts, whether or not selected by it, and shall not be liable for any action taken or omitted to be taken by it in good faith in accordance with the advice of such counsel, accountants or experts; (c) shall not be responsible or otherwise incur liability for any action or omission taken in reliance upon the instructions of the Requisite Lenders, (d) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations made in or in connection with this Agreement or the other Debt Documents; (e) shall not [*] Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. have any duty to inspect the Collateral (including the books and records) or to ascertain or to inquire as to the performance or observance of any provision of any Debt Document, whether any condition set forth in any Debt Document is satisfied or waived, as to the financial condition of any Loan Party or as to the existence or continuation or possible occurrence or continuation of any Default or Event of Default and shall not be deemed to have notice or knowledge of such occurrence or continuation unless it has received a notice from Borrower or any Lender describing such Default or Event of Default clearly labeled “notice of default”; (f) shall not be responsible to any Lender 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 Debt Document or any other instrument or document furnished pursuant hereto or thereto; and (g) shall incur no liability under or in respect of this Agreement or the other Debt Documents by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopy, telegram, cable or telex) believed by it to be genuine and signed or sent or otherwise authenticated by the proper party or parties.

Agent’s Reliance, Etc. Neither Agent nor any of its affiliates nor any of their respective directors, officers, agents, employees or representatives shall be liable for any action taken or omitted to be taken by it or them hereunder or under any other Debt Documents, or in connection herewith or therewith, except for damages caused by its or their own gross negligence or willful misconduct as finally determined by a court of competent jurisdiction. Without limiting the generality of the foregoing, Agent: (a) may treat the payee of any Note as the holder thereof until such Note has been assigned in accordance with Section 10.1; (b) may consult with legal counsel, independent public accountants and other experts, whether or not selected by it, and shall not be liable for any action taken or omitted to be taken by it in good faith in accordance with the advice of such counsel, accountants or experts; (c) shall not be responsible or otherwise incur liability for any action or omission taken in reliance upon the instructions of the Requisite Lenders, (d) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations made in or in connection with this Agreement or the other Debt Documents; (e) shall not have any duty to inspect the Collateral (including the books and records) or to ascertain or to inquire as to the performance or observance of any provision of any Debt Document, whether any condition set forth in any Debt Document is satisfied or waived, as to the financial condition of any Loan Party or as to the existence or continuation or possible occurrence or continuation of any Default or Event of Default and shall not be deemed to have notice or knowledge of such occurrence or continuation unless it has received a notice from Borrower Borrowers or any Lender describing such Default or Event of Default clearly labeled “notice of default”; (f) shall not be responsible to any Lender 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 Debt Document or any other instrument or [*CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK [***], HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.] document furnished pursuant hereto or thereto; and (g) shall incur no liability under or in respect of this Agreement or the other Debt Documents by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopy, telegram, cable or telex) believed by it to be genuine and signed or sent or otherwise authenticated by the proper party or parties.

Agent’s Reliance, Etc. Neither Agent nor any of its affiliates nor any of their respective directors, officers, agents, employees or representatives shall be liable for any action taken or omitted to be taken by it or them hereunder or under any other Debt Documents, or in connection herewith or therewith, except for damages caused by its or their own gross negligence or willful misconduct as finally determined by a court of competent jurisdiction. Without limiting the generality of the foregoing, Agent: (a) may treat the payee of any Note as the holder thereof until such Note has been assigned in accordance with Section 10.1; (b) may consult with legal counsel, independent public accountants and other experts, whether or not selected by it, and shall not be liable for any action taken or omitted to be taken by it in good faith in accordance with the advice of such counsel, accountants or experts; (c) shall not be responsible or otherwise incur liability for any action or omission taken in reliance upon the instructions of the Requisite Lenders, (d) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations made in or in connection with this Agreement or the other Debt Documents; (e) shall not have any duty to inspect the Collateral (including the books and records) or to ascertain or to inquire as to the performance or observance of any provision of any Debt Document, whether any condition set forth in any Debt Document is satisfied or waived, as to the financial condition of any Loan Party or as to the existence or continuation or possible occurrence or continuation of any Default or Event of Default and shall not be deemed to have notice or knowledge of such occurrence or continuation unless it has received a notice from Borrower Borrowers or any Lender describing such Default or Event of Default clearly labeled “notice of default”; (f) shall not be responsible to any Lender 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 Debt Document or any other instrument or document furnished pursuant hereto or thereto; and (g) shall incur no liability under or in respect of this Agreement or the other Debt Documents by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopy, telegram, cable or telex) believed by it to be genuine and signed or sent or otherwise authenticated by the proper party or parties.

Agent’s Reliance, Etc. Neither Agent nor any of its affiliates nor any of their respective directors, officers, agents, employees or representatives shall be liable for any action taken or omitted to be taken by it or them hereunder or under any other Debt Documents, or in connection herewith or therewith, except for damages caused by its or their own gross negligence or willful misconduct as finally determined by a court of competent jurisdiction. Without limiting the generality of the foregoing, Agent: (a) may treat the payee of any Note as the holder thereof until such Note has been assigned in accordance with Section 10.1; (b) may consult with legal counsel, independent public accountants and other experts, whether or not selected by it, and shall not be liable for any action taken or omitted to be taken by it in good faith in accordance with the advice of such counsel, accountants or experts; (c) shall not be responsible or otherwise incur liability for any action or omission taken in reliance upon the instructions of the Requisite Lenders, (d) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations made in or in connection with this Agreement or the other Debt Documents; (e) shall not have any duty to inspect the Collateral (including the books and records) or to ascertain or to inquire as to the performance or observance of any provision of any Debt Document, whether any condition set forth in any Debt Document is satisfied or waived, as to the financial condition of any Loan Party Borrower or as to the existence or continuation or possible occurrence or continuation of any Default or Event of Default and shall not be deemed to have notice or knowledge of such occurrence or continuation unless it has received a notice from Borrower or any Lender describing such Default or Event of Default clearly labeled “notice of default”; (f) shall not be responsible to any Lender 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 Debt Document or any other instrument or document furnished pursuant hereto or thereto; and (g) shall incur no liability under or in respect of this Agreement or the other Debt Documents by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopy, telegram, cable or telex) believed by it to be genuine and signed or sent or otherwise authenticated by the proper party or parties. [*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.