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 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 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 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 each Agent: : (a) may treat the payee of Lender that made any Note Advance as the holder thereof until of the Debt resulting therefrom until, in the case of the Facility Agent, the Facility Agent receives written notice and accepts an Assignment and Acceptance entered into by such Lender, as assignor, and an Eligible Assignee, as assignee, or, in the case of the assignment or transfer thereof signed by Swingline Agent, such payee Agent has received notice from the Facility Agent that it has received and accepted such Assignment and Acceptance, in form satisfactory to the Agent; each case as provided in Section 9.7; (b) may consult with legal counsel (including its own counsel or counsel for the Borrower PMI 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 (whether written or oral) made by any Person in or in connection with this Agreement or any other Loan Document; Agreement; (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 PMI or any Borrower or other Persons or to inspect the property, property (including the books and records) of PMI or records of the Borrower or any other Person; such Borrower; (e) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Loan Document, 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 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 telecopyfacsimile) 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 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 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 (a) 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 of the other Loan DocumentFacility Documents, except for its or their own gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final, by final and 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; (bi) may consult with legal counsel (including its own counsel or counsel for the Borrower or any other Loan Party), Servicer or any of their Affiliates) 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 any Lender Secured Party or any other Person and shall not be responsible to any Lender Secured Party 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 DocumentFacility Documents; (diii) shall not have any duty to monitor, 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 other Facility Documents or any other Loan Document or the satisfaction of any conditions precedent under this Agreement or any Loan Document Related Documents on the part of the Borrower or any Servicer or any other Persons Person or to inspect the property, property (including the books or records and records) of the Borrower or any other Personsuch Servicer; (eiv) shall not be responsible to any Lender Secured Party or any other Person for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of any Collateral, this Agreement Agreement, the other Facility Documents, any Related Document or any other Loan Document, any other instrument or document furnished pursuant hereto or thereto or any collateral covered thereby for the validity, perfection, priority or the perfection or priority of any Lien in favor enforceability of the Agent Liens on behalf of the Lenders in any such collateralCollateral; and (fv) shall incur no liability under or in respect of this Agreement or any other Loan Facility Document by relying on, acting upon (or by refraining from action in reliance on) any notice, consent, certificate (including for the avoidance of doubt, the Biweekly Report), instruction or waiver, report, statement, opinion, direction or other instrument or writing (which may be delivered by telephone or telecopyemail) believed by it to be genuine and signed, believe by it to be signed or sent or given by the proper party or parties. The Administrative Agent shall not have any liability to the Borrower or any Lender or any other Person for the Borrower’s, any Servicer’s or any Lender’s, as the case may be, performance of, or failure to perform, any of their respective obligations and duties under this Agreement or any other Facility Document. (b) The Administrative Agent shall not be liable for the actions or omissions of any other agent (including concerning the application of funds), or under any duty to monitor or investigate compliance on the part of any other agent with the terms or requirements of this Agreement, any Facility Documents or any Related Documents, or their duties thereunder. The Administrative Agent shall be entitled to assume the due authority of any signatory and genuineness of any signature appearing on any instrument or document it may receive (including each Notice of Borrowing received hereunder). The Administrative Agent shall not be liable for any action taken in good faith and reasonably believed by it to be within the powers conferred upon it, or taken by it pursuant to any direction or instruction by which it is governed, or omitted to be taken by it by reason of the lack of direction or instruction required hereby for such action (including for refusing to exercise discretion or for withholding its consent in the absence of its receipt of, or resulting from a failure, delay or refusal on the part of the Required Lenders to provide, written instruction to exercise such discretion or grant such consent from the Required Lenders) except as determined by a court of competent jurisdiction by final and non-appealable judgment that it was the result of the Administrative Agent’s willful misconduct or gross negligence. The Administrative Agent shall not be liable for any error of judgment made in good faith unless it shall be determined by a court of competent jurisdiction by final and non-appealable judgment that the Administrative Agent was grossly negligent in ascertaining the relevant facts. Nothing herein or in any Facility Documents or Related Documents shall obligate the Administrative Agent to advance, expend or risk its own funds, or to take any action which in its reasonable judgment may cause it to incur any expense or financial or other liability for which it is not adequately indemnified. The Administrative Agent shall not be liable for any indirect, special, punitive or consequential damages (included but not limited to lost profits) whatsoever, even if it has been informed of the likelihood thereof and regardless of the form of action. The Administrative Agent shall not be charged with knowledge or notice of any matter unless actually known to a Responsible Officer of the Administrative Agent, or unless and to the extent written notice of such matter is received by the Administrative Agent at its address in accordance with Section 12.02. Any permissive grant of power to the Administrative Agent hereunder shall not be construed to be a duty to act. The Administrative Agent shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, entitlement order, approval or other paper or document. The Administrative Agent shall not be liable for any error of judgment, or for any act done or step taken or omitted by it, in good faith, or for any mistakes of fact or law, or for anything that it may do or refrain from doing in connection herewith except as shall be determined by a court of competent jurisdiction by final and non-appealable judgment that it was the result of its willful misconduct or grossly negligent performance or omission of its duties. (c) The Administrative Agent shall not be responsible or liable for delays or failures in performance resulting from acts beyond its control. Such acts shall include but not be limited to acts of God, strikes, lockouts, riots, acts of war, epidemics, governmental regulations imposed after the fact, fire, communication line failures, computer viruses, power failures, earthquakes or other disasters.

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 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 the (a) Neither 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 of the other Loan DocumentFacility 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 each 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 the Servicer or any other Loan Party), of their Affiliates) 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 any Lender Secured Party or any other Person and shall not be responsible to any Lender Secured Party 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 DocumentFacility Documents; (diii) shall not have any duty to monitor, 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 other Facility Documents or any other Loan Document or the satisfaction of any conditions precedent under this Agreement or any Loan Related Document on the part of the Borrower Borrower, the Servicer 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 Servicer; (eiv) shall not be responsible to any Lender Secured Party or any other Person for the due execution, legality, validity, enforceability, perfection, genuineness, sufficiency or value of any Collateral (or the validity, perfection, priority or enforceability of the Liens on the Collateral), this Agreement Agreement, the other Facility Documents, any Related 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 Facility Document by relying on, acting upon (or by refraining from action in reliance on) any notice, consent, certificate (including, for the avoidance of doubt, the Borrowing Base Calculation Statement), instruction or waiver, report, statement, opinion, direction or other instrument or writing (which may be delivered by telephone telecopier, email, cable or telecopytelex, if acceptable to it) reasonably believed by it to be genuine and signed, believed by it to be signed or sent or given by the proper party or parties. No Agent shall have any liability to the Borrower or any Lender or any other Person for the Borrower’s, the Servicer’s, any Lender’s or any other Person’s, as the case may be, performance of, or failure to perform, any of their respective obligations and duties under this Agreement or any other Facility Document. (b) No Agent shall be liable for the actions or omissions of any other Agent (including concerning the application of funds), or under any duty to monitor or investigate compliance on the part of any other Agent with the terms or requirements of this Agreement, any Facility Document or any Related Document, or their duties hereunder or thereunder. Each Agent shall be entitled to assume the due authority of any signatory and genuineness of any signature appearing on any instrument or document it may receive (including each Notice of Borrowing received hereunder) in the absence of its own gross negligence or willful misconduct. No Agent shall be liable for any action taken in good faith and reasonably believed by it to be within the powers conferred upon it, or taken by it pursuant to any direction or instruction by which it is governed, or omitted to be taken by it by reason of the lack of direction or instruction required hereby for such action (including for refusing to exercise discretion or for withholding its consent in the absence of its receipt of, or resulting from a failure, delay or refusal on the part of the Required Lenders to provide, written instruction to exercise such discretion or grant such consent from the Required Lenders, as applicable). No Agent shall be liable for any error of judgment made in good faith unless it shall be proven by a court of competent jurisdiction that such Agent was grossly negligent in ascertaining the relevant facts. Nothing herein or in any Facility Document or Related Document shall obligate any Agent to advance, expend or risk its own funds, or to take any action which in its reasonable judgment may cause it to incur any expense or financial or other liability for which it is not adequately indemnified. No Agent shall be liable for any indirect, special, punitive or consequential damages (including diminution in value or lost profits) whatsoever, even if it has been informed of the likelihood thereof and regardless of the form of action. No Agent shall be charged with knowledge or notice of any matter unless actually known to a Responsible Officer of such Agent, or unless and to the extent written notice of such matter is received by such Agent at its address in accordance with Section 13.02. Any permissive grant of power to an Agent hereunder shall not be construed to be a duty to act. Each Agent shall have only the duties and responsibilities as are specifically set forth in this Agreement and no covenants or obligations shall be implied in this Agreement against any Agent. Before acting hereunder, an Agent shall be entitled to request, receive and rely upon such certificates and opinions as it may reasonably determine appropriate with respect to the satisfaction of any specified circumstances or conditions precedent to such action. Neither Agent shall be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, entitlement order, approval or other paper, electronic communication or document. Neither Agent shall be liable for any error of judgment, or for any act done or step taken or omitted by it, in good faith, or for any mistakes of fact or law, or for anything that it may do or refrain from doing in connection herewith, except in the case of its willful misconduct or grossly negligent performance or omission of its duties. (c) No Agent shall be responsible or liable for delays or failures in performance resulting from acts beyond its control. Such acts shall include acts of God, strikes, lockouts, riots, acts of war, epidemics, governmental regulations imposed after the fact, fire, communication line failures, computer viruses, power failures, loss or malfunction of utilities, communications or computers (software and hardware) services, earthquakes or other disasters. (d) The delivery of reports and other documents and information to the Collateral Agent hereunder or under any other Facility Document is for informational purposes only and the Collateral Agent’s receipt of such documents and information shall not constitute constructive notice of any information contained therein or determinable from information contained therein. The Collateral Agent is hereby authorized and directed to execute and deliver the other Facility Documents to which it is a party. Whether or not expressly stated in such Facility Documents, in performing (or refraining from acting) thereunder, the Collateral Agent shall have all of the rights, benefits, protections and indemnities which are afforded to it in this Agreement. (e) Each Lender acknowledges that, except as expressly set forth in this Agreement, neither Agent has made any representation or warranty to it, and that no act by either Agent hereafter taken, including any consent and acceptance of any assignment or review of the affairs of the Borrower, shall be deemed to constitute any representation or warranty by such Agent to any Secured Party as to any matter. Each Lender represents to each Agent that it has, independently and without reliance upon such Agent and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower and the Servicer, and made its own decision to enter into this Agreement and the other Facility Documents to which it is a party. Each Lender also represents that it will, independently and without reliance upon either Agent or any other Secured Party and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement and the Facility Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower and the Servicer. Neither Agent shall have any duty or responsibility to provide any Secured Party with any credit or other information concerning the business, prospects, operations, property, financial or other condition or creditworthiness of the Borrower or Servicer which may come into the possession of such 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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.

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 - 70 - 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 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 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 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 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.

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 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 of this Agreement or any other Loan Documents, neither (a) 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 Agreement, the Notes, the Swing Line Note or any of 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 hereto that the Agent and its directors, non-appealable judgment. officers, agents and employees shall have no liability for actions and omissions under this Section 12.2 resulting from their sole ordinary or contributory negligence). (b) Without limiting limitation of the generality of the foregoing, the Agent: (ai) may treat the payee of any each Note, the Swing Line Note and the Obligations of each Borrower hereunder and the Swing Line Bank, respectively, 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; (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 Bank, the Swing Line Bank, or any other Person the Floor Plan Agent and shall not be responsible to any Lender Bank, the Swing Line Bank, or any other Person the Floor Plan Agent for any statements, warranties or representations made by any Person in or in connection with this Agreement Agreement, any Note, the Swing Line Note or any other Loan Document; (div) except as otherwise expressly provided herein, shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement, any of this Agreement Note, the Swing Line Note or any other Loan Document or to inspect the satisfaction property (including the books and records) 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 PersonBorrower; (ev) shall not be responsible to any Lender Bank, the Swing Line Bank or the Floor Plan Agent for the due execution, legality, validity, enforceability, collectibility, genuineness, sufficiency or value of this Agreement or Agreement, any Note, the Swing Line Note, any other Loan Document, Document or any other instrument or document furnished pursuant thereto hereto or thereto; (vi) shall not be responsible to any collateral covered thereby Bank, the Swing Line Bank or the Floor Plan Agent for the perfection or priority of any Lien in favor of securing the Agent on behalf of the Lenders in any such collateralLoans; 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.THIRD AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT 104 106

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, 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 - 45 - 51 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 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 69 A/75663178.5 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 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 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 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 No Agent, no Affiliate of any other provisions Agent and none 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 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: Agents (a) may treat the payee of any Note as its holder until such Note has been assigned in accordance with SECTION 11.2, (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 2.7, (bc) may consult with legal counsel (including its own counsel or counsel for the to Co-Borrower, Parent, 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 make 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 Co-Borrower, Parent, Borrower or any Person of their respective 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 any other provisions Neither of this Agreement or any other Loan Documentsthe 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 or them under or in connection with this Agreement or any other Loan Documentthe Transaction Documents, except for its or their own gross negligence or willful misconduct as finally determined by a court of competent jurisdiction or, in the case of the Collateral Agent, any material breach of the terms of any Transaction Document to which it is a final, non-appealable judgmentparty. Without limiting limitation of the generality of the foregoing, each of the AgentAgents: (a) may treat the payee of any Note each Lender that made or was deemed to have made an Advance as the holder thereof of the Indebtedness resulting therefrom until the Administrative Agent receives written notice and accepts an Assignment and Acceptance entered into by such Lender, as assignor, and an Eligible Assignee, as assignee, as provided in Section 11.01, and in the case of the assignment or transfer thereof signed by such payee and in form satisfactory to Collateral Agent, until it receives notice from the AgentAdministrative Agent thereof; (b) may consult with legal counsel (including its own counsel or counsel for the Borrower or any other Loan Indemnified 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 does not make any warranty or representation to any Lender or any other Person Indemnified Party and shall not be responsible to any Lender or any other Person Indemnified Party for any statements, warranties or representations (whether written or oral) made by any Person other than itself in or in connection with this Agreement the Transaction Documents or any other Loan Ancillary 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 Transaction Document or any other Loan Document or the satisfaction of any conditions precedent under this Agreement or any Loan Ancillary Document on the part of the Borrower or any other Persons party thereto or to inspect the property, property (including the books or records and records) of the Borrower or any other PersonMarvel Company; (e) shall not be responsible to any Lender Indemnified Party for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Loan Documentof, any other instrument or document furnished pursuant thereto or any collateral covered thereby or the perfection or priority of any Lien Adverse Claim or other interest created or purported to be created under or in favor of the Agent on behalf of the Lenders in connection with, any such collateralTransaction Document or any Ancillary Document; and (f) shall incur no liability under or in respect of this Agreement any Transaction Document or any other Loan Ancillary Document by acting upon any notice, 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; (g) shall have no responsibility concerning the value or validity of the Collateral; and (h) may assume that no Default or Event of Default or MEI Event of Default has occurred and is continuing unless it has, in its capacity as Collateral Agent or Administrative Agent for the Lenders, as applicable, actual knowledge or actual notice to the contrary.

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 except, subject to Section 9.01(b), for its or their own gross negligence or willful misconduct (each as determined by a court of competent jurisdiction in a final, non-appealable judgmentjudgment by a court of competent jurisdiction). Each 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, subject to Section 9.01(b), for its or their own gross negligence or willful misconduct (each as determined in a final, non-appealable judgment by a court of competent jurisdiction). 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 Fund), 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 Fund, or other Persons the Manager or to inspect the property, property (including the books or records and records) of the Borrower Borrower, the Fund, or any other Personthe Manager; (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) 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 telecopyemail) believed by it to be genuine and signed, signed or sent or given by the proper party or parties; (vi) shall not be responsible for or have any duty to ascertain or inquire into the contents of any certificate, report or other document delivered thereunder or in connection therewith; and (vii) 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. The Agent may deem and treat the payee of any portion of any Advance as the owner thereof for all purposes unless such Advance shall have been transferred in accordance with this Agreement and all actions required by such section in connection with such transfer shall have been taken.

Agent’s Reliance, Etc. Notwithstanding any other provisions of this Agreement or any other Loan Documents, neither Neither the 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 Agent: (ai) may treat the payee of Bank that made any Note Advance as the holder thereof until the Agent receives and accepts an Assignment and Acceptance providing for the assignment thereof, in accordance with Section 8.07, or receives other written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Agent; (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 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 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 than delivery to the satisfaction Agent of any conditions precedent under this Agreement or any Loan Document the items required by Section 3.01) 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 Bank for the due executionexecution (other than its due execution and delivery), 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 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 facsimile or telecopyelectronic communication) 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 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 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 of this Agreement or any other Loan DocumentsNeither Agent, neither Funding Agent, the Agent Co-Collateral Agents 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, 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 telecopy, 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 Revolver 1 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 Revolver 1 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. Agent shall not 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 or willful misconduct as determined by a court of competent jurisdiction in a final and non-appealable judgment. Agent shall not be liable to any Lender in acting or refraining from acting under this Agreement in accordance with the instructions of Requisite Lenders, Supermajority Revolver 1 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 the Agent Parties 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 in connection with its duties expressly set forth herein or therein (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 (i) 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 or (ii) 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 (g) except as expressly required by 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. 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 decision.

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 that is a condition to a Credit Event) 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 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 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 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 of this Agreement or any other Loan DocumentsAs between the Lenders, Issuers and the Agent, neither the Agent nor any of its Affiliates or any of the respective directors, officers, agents, agents or employees of such Agent or counsel any such Affiliate 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, the Intercreditor 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: Agent (a) may treat the payee of any Revolving Credit Note as the its holder thereof until the Agent receives written notice of the assignment or transfer thereof signed by such payee and Revolving Credit 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 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 Borrower 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 this Agreement, any of this the other Loan Documents or the Intercreditor Agreement or the financial condition of any other Loan Document Party, or the satisfaction existence or possible existence of any conditions precedent under this Agreement Default or any Loan Document on the part 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 Lender or Issuer for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any of the other Loan Documents or the Intercreditor Agreement 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 (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 telephone or telecopy) or any telephone 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 The Agent or any other Loan Documents, neither the Agent nor any of its 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: Agent (ai) may treat the payee of any Note as the holder thereof until the Agent receives receive written notice of the assignment or transfer thereof thereof, pursuant to Section 10.08 hereof, signed by such payee and in form satisfactory to the Agent; (bii) may consult with legal counsel (including its own including, without limitation, counsel to the Agent or counsel for to 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 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 Agent's Lien thereon, or any collateral covered thereby certificate prepared by the Borrower in connection therewith, nor shall the Agent be responsible or liable to the perfection Lenders for any failure to monitor or priority of maintain 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 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 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 instance either as determined by a court or arbitrator of competent jurisdiction in a final, non-appealable judgmentorder or as otherwise acknowledged by such Person in a written admission or stipulation. 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 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. 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 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 Sections 5.1. and 5.2. that have not previously been waived by the Required Lenders.

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: (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 reasonably 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.

Agent’s Reliance, Etc. Notwithstanding any other provisions of this Agreement or any other Loan Documents, neither (a) 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 Agreement, the Notes, the Swing Line Note or any of 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 hereto that the Agent and its directors, non-appealable judgment. officers, agents and employees shall have no liability for actions and omissions under this Section 12.2 resulting from their sole ordinary or contributory negligence). (b) Without limiting limitation of the generality of the foregoing, the Agent: (ai) may treat the payee of any each Note, the Swing Line Note and the Obligations of each Borrower hereunder and the Swing Line Bank, respectively, 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; (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 Bank, the Swing Line Bank, or any other Person the Floor Plan Agent and shall not be responsible to any Lender Bank, the Swing Line Bank, or any other Person the Floor Plan Agent for any statements, warranties or representations made by any Person in or in connection with this Agreement Agreement, any Note, the Swing Line Note or any other Loan Document; (div) except as otherwise expressly provided herein, shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement, any of this Agreement Note, the Swing Line Note or any other Loan Document or to inspect the satisfaction property (including the books and records) 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 PersonBorrower; (ev) shall not be responsible to any Lender Bank, the Swing Line Bank or the Floor Plan Agent for the due execution, legality, validity, enforceability, collectibility, genuineness, sufficiency or value of this Agreement or Agreement, any Note, the Swing Line Note, any other Loan Document, Document or any other instrument or document furnished pursuant thereto hereto or thereto; (vi) shall not be responsible to any collateral covered thereby Bank, the Swing Line Bank or the Floor Plan Agent for the perfection or priority of any Lien in favor of securing the Agent on behalf of the Lenders in any such collateralLoans; and (fvii) shall incur no liability under or in respect of this Agreement Agreement, any Note, the Swing Line Note or any other Loan Document 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.

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 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 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 any Financing Agreement or any by Persons other Loan Documentthan the Agent; (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 have been met or that the part Borrower is entitled to any Loan or to inspect the property (including the books and records) of the Borrower or other Persons or inspect the property, books or 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 Agent may, without incurring any other provisions liability hereunder, (a) treat the payee of this Agreement or any other Loan DocumentsNote as its holder until such Note has been assigned in accordance with Section 10.1, neither the Agent nor (b) consult with any of its directorsRelated Persons, officers(c) consult with, agentsand rely upon advice and statements of, employees whether or counsel not selected by it, any other advisors, accountants and other experts (including advisors to, and accountants and experts engaged by, any Loan Party) and (d) 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 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 Requisite 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 any other Person for any statementsthe due execution, warranties legality, validity, enforceability, effectiveness, genuineness, or representations made by any Person in or in connection with sufficiency of this Agreement or any other Loan Document; (diii) responsible for the state or condition of any properties of Loan Parties constituting Collateral; (iv) responsibility for the validity, warrantor 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; (v) 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 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 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 (vi) 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 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 written 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 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, 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 (vi) above, each 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, 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 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 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 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 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 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 of this Agreement or any other Loan Documents, neither 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 such 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 DocumentDocument including, without limitation, any Borrowing Base Certificate; (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 any or all of the Borrower or other Persons or inspect the property, books or records of any or all 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 any 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 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. 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 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. Not in limitation of the foregoing, the Agent shall have no obligation to the Lenders or to any other Person to assure that the Collateral exists or is owned by any Loan Party or is cared for, protected or insured or that the Liens granted to the Agent pursuant to the Security Documents have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Agent in any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Agent may act in any manner it may reasonably deem appropriate given the Agent’s own interest in the Collateral as one of the Lenders and that the Agent shall have no duty or liability whatsoever to the Lenders in this regard, except for its gross negligence or willful misconduct. Upon request by the Agent at any time, the Lenders will confirm in writing the Agent’s authority to release particular types or items of Collateral or a Guarantor pursuant to such Sections.

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 Secured Parties 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 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. 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 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 (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 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. Not in limitation of the foregoing, the Agent shall have no obligation to the Lenders or to any other Person to assure that the Collateral exists or is owned by any Loan Party or is cared for, protected or insured or that the Liens granted to the Agent pursuant to the Security Documents have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Agent in any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Agent may act in any manner it may reasonably deem appropriate given the Agent’s own interest in the Collateral as one of the Lenders and that the Agent shall have no duty or liability whatsoever to the Lenders in this regard, except for its gross negligence or willful misconduct. The Lenders hereby authorize the Agent (i) to release any Lien granted to or held by the Agent in any Collateral as provided in Section 7.13. or 12.10. and (ii) to release a Guarantor from the Guaranty as provided in Section 7.13. Upon request by the Agent at any time, the Lenders will confirm in writing the Agent’s authority to release particular types or items of Collateral or a Guarantor pursuant to such Sections.

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 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 Persons, or to 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 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 any other provisions None of this Agreement or any other Loan DocumentsAdministrative Agent, neither the Collateral Agent nor any of its their 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 Documentat the direction of the Majority Lenders, except for or in the case of Collateral Agent, Administrative Agent or (ii) in the absence of its or their own gross negligence negligence, bad faith or willful misconduct misconduct. Administrative Agent and Collateral Agent shall not be deemed to have knowledge of any Default unless and until written notice thereof is given to Administrative Agent or Collateral Agent by Borrower or a Lender, and Administrative Agent and Collateral Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document, (ii) the contents or accuracy of any certificate, report or other document delivered hereunder or in connection with any Loan Document, (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 this Agreement or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to Administrative Agent or Collateral Agent, as determined by a court of competent jurisdiction in a final, non-appealable judgmentapplicable. Without limiting the generality of the foregoing, the Administrative Agent and Collateral 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 reasonably 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; (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 (fiv) 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, direction, 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. Administrative Agent and Collateral Agent shall be entitled to conclusively 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. Administrative Agent and 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. In order to comply with the laws, rules, regulations and executive orders in effect from time to time applicable to banking institutions, including those relating to the funding of terrorist activities and money laundering (“Applicable Law,” for example section 326 of the USA PATRIOT Act of the United States), Collateral Agent is required to obtain, verify, record and update certain information relating to individuals and entities which maintain a business relationship with the Collateral Agent. Accordingly, the parties hereto agree to provide to Collateral Agent, upon its request from time to time such identifying information and documentation as may be available for such party in order to enable Collateral Agent to comply with Applicable Law.

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 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: them (a) may treat the payee original or any successor holder of any Note as the holder thereof there- of 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 represen- tation 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 repre- sentations 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 docu- ment 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 PersonSubsidi- ary; (e) shall not be responsible to any Lender Bank for the due executionexecu- tion, 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 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 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 PartyCompany), 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 Company or other Persons or inspect the property, books or records of the Borrower Company 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 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 represen- tation 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 repre- sentations 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 docu- ment 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 PersonSubsidi- ary; (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 DocumentsNeither Agent, neither Funding Agent, the Agent Co-Collateral Agents 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, 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 telecopy, 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 Revolver 1 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 Revolver 1 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. Agent shall not 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 or willful misconduct as determined by a court of competent jurisdiction in a final and non-appealable judgment. Agent shall not be liable to any Lender in acting or refraining from acting under this Agreement in accordance with the instructions of Requisite Lenders, Supermajority Revolver 1 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 Neither the Agent Agents nor any of its their respective Affiliates or any of the respective directors, partners, officers, agents, agents or employees of any Agent or counsel any such Affiliate 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 each Agent: , as is applicable, (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 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; (cd) 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 or on behalf of the Borrower 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, Event of the Borrower Default or other Persons or inspect the property, books or records of the Borrower or any other PersonKNTV Trigger Event; (ef) shall not be responsible to any 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 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 telephone or telecopy) or any telephone 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 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 The Agent shall not have any other provisions of duties or obligations except for those expressly set forth in this Agreement or any and the other Loan Credit 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 of 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 judgmentjudgment by a court of competent jurisdiction. The Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary), or as the Agent shall believe in good faith shall be necessary, under the circumstances. The Agent shall be deemed not to have knowledge of any Default or Event of Default unless and until notice describing such Default or Event of Default is given to the Agent by the Borrower or a Lender. 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), Borrower) 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 any Lender Secured Party or any other Person and shall not be responsible to any Lender Secured Party 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 DocumentCredit 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 the other Loan Document or the satisfaction of any conditions precedent under this Agreement or any Loan Document Credit Documents on the part of the Borrower or other Persons or inspect the property, books or records of the Borrower Account Bank or any other PersonPerson or to inspect the property (including the books and records) of the Borrower; (eiv) shall not be responsible to any Lender Secured Party or any other Person for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement Agreement, the other Credit Documents, the Collateral or any other Loan Document, any other instrument or document furnished pursuant thereto hereto or thereto; (v) shall not be subject to any collateral covered thereby fiduciary or implied duties regardless of whether a Default or Event of Default has occurred and is continuing; (vi) 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 perfection or priority of any Lien in favor of other Credit Documents that the Agent on behalf is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders a shall be expressly provided for herein or in the other Credit Documents), provided that the Agent shall not be required to take any such collateralaction that, in its opinion or the opinion of its counsel, may expose the Agent to liability or that is contrary to any Credit Document or Applicable Law; and (fvii) 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 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 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 Loan by a Lender shall constitute a certification by such Lender to the Agent and the other Lenders that the conditions precedent for the 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 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 AgentAgent and its Affiliates: (ai) may treat the payee Lender which made any Advance or the holder of any Note as the holder thereof of the Debt resulting from such Advance or the holder of such Note until the Agent receives and accepts an Assignment and Acceptance entered into by a Lender, as assignor, and an Eligible Assignee, as assignee, as provided in Section 8.07 or until the Agent receives written notice of the assignment or transfer thereof of such Note signed by such the payee thereof and in form satisfactory to the Agent; (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 (whether written or oral) 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; (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 Personof its Subsidiaries; (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 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, cable, facsimile 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 (a) 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 Agreement, the Notes, the Swing Line Note or any of 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 hereto that the Agent and its directors, non-appealable judgment. officers, agents and employees shall have no liability for actions and omissions under this Section 12.2 resulting from their sole ordinary or contributory negligence). (b) Without limiting limitation of the generality of the foregoing, the Agent: (ai) may treat the payee of any each Note, the Swing Line Note and the Obligations of each Borrower hereunder and the Swing Line Bank, respectively, 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; (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 Bank, the Swing Line Bank, or any other Person the Floor Plan Agent and shall not be responsible to any Lender Bank, the Swing Line Bank, or any other Person the Floor Plan Agent for any statements, warranties or representations made by any Person in or in connection with this Agreement Agreement, any Note, the Swing Line Note or any other Loan Document; (div) except as otherwise expressly provided herein, shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement, any of this Agreement Note, the Swing Line Note or any other Loan Document or to inspect the satisfaction property (including the books and records) 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 PersonBorrower; (ev) shall not be responsible to any Lender Bank, the Swing Line Bank or the Floor Plan Agent for the due execution, legality, validity, enforceability, collectibility, genuineness, sufficiency or value of this Agreement or Agreement, any Note, the Swing Line Note, any other Loan Document, Document or any other instrument or document furnished pursuant thereto hereto or thereto; (vi) shall not be responsible to any collateral covered thereby Bank, the Swing Line Bank or the Floor Plan Agent for the perfection or priority of any Lien in favor of securing the Agent on behalf of the Lenders in any such collateralLoans; and (fvii) shall incur no liability under or in respect of this Agreement Agreement, any Note, the Swing Line Note or any other Loan Document 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.. Second Amended and Restated Revolving Credit Agreement

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 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 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 other Loan DocumentTransaction Document or any other instrument or document delivered pursuant hereto (including, without limitation, the Agent’s servicing, administering or collecting Pool Receivables as Servicer pursuant to Section 6.1), or in respect of the transactions thereunder, 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, except as otherwise agreed by the Agent and any Purchaser, 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 Seller, the Servicer or any other Loan PartyOriginator), 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 Purchaser and shall not be responsible to any Lender or any other Person Purchaser 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 DocumentTransaction Document or any other instrument or document delivered pursuant hereto; (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 Transaction Document or the satisfaction of any conditions precedent under this Agreement other instrument or any Loan Document document delivered pursuant hereto on the part of the Borrower Seller or other Persons any Originator or to inspect the property, property (including the books or records and records) of the Borrower Seller or any other PersonOriginator; (eiv) shall not be responsible to any Lender Purchaser for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Loan Document, Transaction Document or any other instrument or document furnished pursuant thereto or any collateral covered thereby hereto, or the perfection perfection, priority or priority value of any Lien in favor of ownership interest or security interest created or purported to be created hereunder or under the Agent on behalf of the Lenders in any such collateralReceivables Sale Agreement; and (fv) shall incur no liability under or in respect of this Agreement or any other Loan Transaction Document or any other instrument or document delivered pursuant hereto by acting upon any noticenotice (including notice by telephone), consent, certificate or other instrument or writing (which may be by telephone telecopier, telegram, cable or telecopytelex) 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 Neither any other provisions of this Agreement or any other Loan Documents, neither the 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 Documentthe Notes, 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 Revolving Credit 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 Revolving Credit 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 PartyLender), 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 Loan Documentthe Notes; (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 Note 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; (e) 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, Note 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 Note 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 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: , as with regard to its relationship with the Banks; (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 PartyBorrowers), independent public accountants accountants, agents, 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, agents, or experts received in such consultations and shall not be liable for any negligence or misconduct of any such counsel, accountants, agents, 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 Document; (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 Loan Document or any other instrument or document furnished pursuant thereto or to satisfy itself that all conditions to and requirements for any Loan Document have been met or that any Borrower is entitled to any Loan or to inspect the satisfaction property (including the books and records) 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 PersonBorrower; (e) shall not be responsible to any Lender Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency sufficiency, or value of this Agreement any Loan Document or any other Loan 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 provision of this Agreement or any other Loan DocumentsDocument, including without limitation, the first sentence of Section 2.1.(d), 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 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; (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 Document; (dc) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of 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; (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 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 (fe) 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 partiesparties and (f) shall have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by the Borrower or is cared for, protected or insured or that the liens granted to the Agent pursuant to any Collateral Document have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Agent in this Section or in any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Agent may act in any manner it may deem appropriate, in its sole discretion, given the Agent's own interest in the Collateral as one of the Lenders and that the Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct.

Agent’s Reliance, Etc. Notwithstanding any other provisions of this Agreement or any other Loan Documents, neither (a) 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 Agreement, the Notes, the Swing Line Note or any of 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 hereto that the Agent and its directors, non-appealable judgment. officers, agents and employees shall have no liability for actions and omissions under this Section 12.2 resulting from their sole ordinary or contributory negligence). (b) Without limiting limitation of the generality of the foregoing, the Agent: (ai) may treat the payee of any each Note, the Swing Line Note and the Obligations of each Borrower hereunder and the Swing Line Bank, respectively, 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; (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 Bank, the Swing Line Bank, or any other Person the Floor Plan Agent and shall not be responsible to any Lender Bank, the Swing Line Bank, or any other Person the Floor Plan Agent for any statements, warranties or representations made by any Person in or in connection with this Agreement Agreement, any Note, the Swing Line Note or any other Loan Document; (div) except as otherwise expressly provided herein, shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement, any of this Agreement Note, the Swing Line Note or any other Loan Document or to inspect the satisfaction property (including the books and records) 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 PersonBorrower; (ev) shall not be responsible to any Lender Bank, the Swing Line Bank or the Floor Plan Agent for the due execution, legality, validity, enforceability, collectability, genuineness, sufficiency or value of this Agreement or Agreement, any Note, the Swing Line Note, any other Loan Document, Document or any other instrument or document furnished pursuant thereto hereto or thereto; (vi) shall not be responsible to any collateral covered thereby Bank, the Swing Line Bank or the Floor Plan Agent for the perfection or priority of any Lien in favor of securing the Agent on behalf of the Lenders in any such collateralLoans; and (fvii) shall incur no liability under or in respect of this Agreement Agreement, any Note, the Swing Line Note 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.or

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.

Agent’s Reliance, Etc. Notwithstanding any other provisions of this Agreement or any other Loan DocumentsNeither the Agent, neither the Agent nor any of its Affiliates or any of the directors, members, partners, shareholders, officers, employees, agents, employees attorneys, consultants or counsel investment or other advisors of the Agent or any such Affiliate 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 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 Note has been assigned in form satisfactory to the Agentaccordance with Section 11.9; (b) may rely on the Register to the extent set forth in Section 11.9(d); (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 and shall not be responsible to any Lender or any other Person for any statements, warranties or representations made by or on behalf of the Borrowers or any Person of their respective 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 Lender for the due execution, legality, validity, enforceability, genuineness, 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 (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 facsimile transmission) 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. Neither the Agent nor any of its directors, members, partners, shareholders, 117 127 officers, employees, agents, attorneys, consultants or investment or other advisors shall have any responsibility to any Loan Party on account of the failure or delay in performance or breach by any Lender other than the Agent of any of its obligations hereunder or to any Lender on account of the failure of or delay in performance or breach by any other Lender or any Loan Party of any of their respective obligations hereunder or in connection herewith.