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

Agent’s Reliance, Etc. Neither the Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Agent: (i) may treat the payee of any Note as the holder thereof until the Agent receives and accepts an Assignment and Acceptance entered into by the Lender that is the payee of such Note, as assignor, and an Eligible Assignee, as assignee, as provided in Section 8.07; (ii) may consult with legal counsel (including counsel for the Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (iii) make no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement; (iv) shall not have any duty to ascertain or to inquire as to the performance, observance or satisfaction of any of the terms, covenants or conditions of this Agreement on the part of the Borrower or any of its Subsidiaries or the existence at any time of any Default or to inspect the property (including the books and records) of the Borrower or any of its Subsidiaries; (v) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other instrument or document furnished pursuant hereto; and (vi) shall incur no liability under or in respect of this Agreement by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopier or telegram) believed by it to be genuine and signed or sent by the proper party or parties.

Agent’s Reliance, Etc. (a) Neither the Agent nor any of its their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this AgreementAgreement or any of the other Facility Documents, except for its or their own gross negligence negligence, fraud or willful misconduct. Without limitation of limiting the generality of the foregoing, the each Agent: (i) may treat the payee of any Note as the holder thereof until the Agent receives and accepts an Assignment and Acceptance entered into by the Lender that is the payee of such Note, as assignor, and an Eligible Assignee, as assignee, as provided in Section 8.07; (ii) may consult with legal counsel (including counsel for the Borrower), Borrower or the Collateral Manager or any of their Affiliates) and independent public accountants and other experts selected by it and the advice or opinion of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted to be taken by such Agent in good faith in accordance with such opinion and shall not be liable for any action taken taken, suffered or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (iiiii) make 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 Person for any statements, warranties or representations (whether written or oral) made in or in connection with this AgreementAgreement or the other Facility Documents; (iviii) shall not have any duty to ascertain monitor, ascertain, or to inquire investigate as to the performance, performance or observance or satisfaction of any of the terms, covenants or conditions of this Agreement Agreement, the other Facility Documents, any Related Document or any notice, consent, certificate, instruction or waiver, report, statement, opinion, direction or other instrument or writing on the part of the Borrower Borrower, the Collateral Manager or any of its Subsidiaries or the existence at any time of any Default other Person or to inspect the property (including the books and records) of the Borrower or any of its Subsidiariesthe Collateral Manager; (viv) 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 instrument or document furnished pursuant heretohereto or thereto; and (viv) shall incur no liability under or in respect of this Agreement or any other 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, electronic communication or other instrument or writing (which may be delivered by telecopier or telegramemail, if acceptable to it) reasonably believed by it to be genuine and believed by it to be signed or sent by the proper party or parties; (vi) shall not be responsible to any Person for any recitals, statements, information, representations or warranties regarding the Borrower or the Collateral or in any document, certificate or other writing delivered in connection herewith or therewith or for the execution, effectiveness, genuineness, validity, enforceability, perfection, collectability, priority or sufficiency of thereof or any such other document or the financial condition of any Person or be required to make any inquiry concerning either the performance or observance of any of the terms, provisions or conditions related to any Person or the existence or possible existence of any Default or Event of Default; and (vii) shall not have any obligation whatsoever to any Person to assure that any collateral exists or is owned by any Person or is cared for, protected or insured or that any liens 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 with respect thereto. No Agent shall have any liability to the Borrower, any Lender or any other Person for the Borrower’s, the Collateral Manager’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.

Agent’s Reliance, Etc. Neither the Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreementthe Loan Documents, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Agent: (ia) may treat the payee of any Note as the holder thereof until the Agent receives and accepts an Assignment and Acceptance entered into by the Lender that is the payee of such Note, as assignor, and an Eligible Assignee, as assignee, as provided in Section 8.07; (iib) may consult with legal counsel (including counsel for the Borrowerany 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; (iiic) make makes no warranty or representation to any Lender Party and shall not be responsible to any Lender Party for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreementthe Loan Documents; (ivd) shall not have any duty to ascertain or to inquire as to the performance, performance or observance or satisfaction of any of the terms, covenants or conditions of this Agreement any Loan Document on the part of the Borrower or any of its Subsidiaries or the existence at any time of any Default Loan Party or to inspect the property (including the books and records) of the Borrower or any of its SubsidiariesLoan Party; (ve) shall not be responsible to any Lender Party for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of this Agreement any lien or security interest created or purported to be created under or in connection with, any Loan Document or any other instrument or document furnished pursuant heretothereto; and (vif) shall incur no liability under or in respect of this Agreement any Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopier telegram, telecopy or telegramtelex) believed by it to be genuine and signed or sent by the proper party or parties.

Agent’s Reliance, Etc. Neither the any Agent nor any of its their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreementthe Loan Documents, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the each Agent: (ia) may treat the payee of any Note as the holder thereof until until, in the case of the Administrative Agent, the Administrative Agent receives and accepts an Assignment and Acceptance entered into by the Lender that is the payee of such Note, as assignor, and an Eligible Assignee, as assignee, or, in the case of any other Agent, such Agent has received notice from the Administrative Agent that it has received and accepted such Assignment and Acceptance, in each case as provided in Section 8.07; (iib) may consult with legal counsel (including counsel for the Borrowerany 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; (iiic) make makes no warranty or representation to any Lender Party and shall not be responsible to any Lender Party for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreementthe Loan Documents; (ivd) shall not have any duty to ascertain or to inquire as to the performance, observance or satisfaction of any of the terms, covenants or conditions of this Agreement any Loan Document on the part of the Borrower or any of its Subsidiaries Loan Party or the existence at any time of any Default under the Loan Documents or to inspect the property (including the books and records) of the Borrower or any of its SubsidiariesLoan Party; (ve) shall not be responsible to any Lender Party for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of this Agreement any lien or security interest created or purported to be created under or in connection with, any Loan Document or any other instrument or document furnished pursuant heretothereto; and (vif) shall incur no liability under or in respect of this Agreement any Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopier telegram, telecopy or telegramtelex) believed by it to be genuine and signed or sent by the proper party or parties.

Agent’s Reliance, Etc. Neither the Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Agent: (ia) may treat the payee of any Note as the holder thereof until the Agent receives and accepts an Assignment and Acceptance entered into by the Lender that is the payee of such Note, as assignor, and an Eligible Assignee, as assignee, as provided in Section 8.07; (iib) may consult with legal counsel (including counsel for the Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (iiic) make makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement; (ivd) shall not have any duty to ascertain or to inquire as to the performance, observance or satisfaction of any of the terms, covenants or conditions of this Agreement on the part of Parent or the Borrower or any of its Subsidiaries or the existence at any time of any Default or to inspect the property (including the books and records) of Parent or the Borrower or any of its SubsidiariesBorrower; (ve) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other instrument or document furnished pursuant hereto; and (vif) shall incur no liability under or in respect of this Agreement by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopier telecopier, telegram or telegramelectronic communication) believed by it to be genuine and signed or sent by the proper party or parties.

Agent’s Reliance, Etc. Neither None of the Agent nor any Agents and none of its their respective Affiliates, directors, officers, agents agents, or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreementthe Loan Papers (i) with the consent or at the request of the Majority Banks (or all the Banks, except for if required) or (ii) in the absence of its or their own gross negligence or willful misconductmisconduct (it being the express intention of the parties that the Agents and their respective directors, officers, agents, and employees shall have no liability for actions and omissions under this Section 8.2 resulting from their ordinary contributory negligence). Without limitation of the generality of the foregoing, the Agent: each Agent (i) may treat the payee of any each Loan or Note as the holder thereof until the such Agent receives written notice of the assignment or transfer thereof signed by such payee and accepts an Assignment and Acceptance entered into by the Lender that is the payee of in form satisfactory to such Note, as assignor, and an Eligible Assignee, as assignee, as provided in Section 8.07Agent; (ii) may consult with legal counsel (including counsel for the BorrowerCompany), independent public accountants accountants, and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants accountants, or experts; (iii) make makes no warranty or representation to any Lender Bank and shall not be responsible to any Lender Bank for any statements, warranties warranties, or representations (whether written made by or oral) made on behalf of the Company in or in connection with this Agreementany Loan Paper; (iv) except as otherwise expressly provided herein, shall not have any duty to ascertain or to inquire as to the performance, performance or observance or satisfaction of any of the terms, covenants covenants, or conditions of this Agreement on the part of the Borrower or any of its Subsidiaries or the existence at any time of any Default Loan Paper or to inspect the property (including the books and records) of the Borrower Company or any of its Subsidiaries; (v) 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 Paper or any other instrument or document furnished pursuant heretohereto or thereto; and (vi) shall incur no liability under or in respect of this Agreement any Loan Paper by acting upon any notice, consent, certificate certificate, or other instrument or writing (which may be by telecopier or telegramtelecopier) reasonably believed by it to be genuine and signed or sent by the proper party or parties.

Agent’s Reliance, Etc. Neither the Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Agent: (i) may treat the payee of any Note as the holder thereof until the Agent receives and accepts an Assignment and Acceptance entered into by the Lender that is the payee of such Note, as assignor, and an Eligible Assignee, as assignee, as provided in Section 8.07; (ii) may consult with legal counsel (including counsel for the Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (iii) make makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement; (iv) shall not have any duty to ascertain or to inquire as to the performance, performance or observance or satisfaction of any of the terms, covenants or conditions of this Agreement on the part of the Borrower or any of its Subsidiaries or the existence at any time of any Default or to inspect the property (including the books and records) of the Borrower or any of its SubsidiariesBorrower; (v) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of this Agreement any lien or security interest created or purported to be created under or in connection with, any Loan Document or any other instrument or document furnished pursuant hereto; and (vi) shall incur no liability under or in respect of this Agreement by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopier telecopier, telegram or telegramtelex) believed by it to be genuine and signed or sent by the proper party or parties.

Agent’s Reliance, Etc. Neither None of the Agent nor any Agents and none of its their respective Affiliates, directors, officers, agents agents, or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreementthe Loan Papers (i) with the consent or at the request of the Majority Banks (or all the Banks, except for if required) or (ii) in the absence of its or their own gross negligence or willful misconductmisconduct (it being the express intention of the parties that the Agents and their respective directors, officers, agents, and employees shall have no liability for actions and omissions under this Section 8.2 resulting from their ordinary contributory negligence). Without limitation of the generality of the foregoing, the Agent: each Agent (i) may treat the payee of any each Loan or Note as the holder thereof until the such Agent receives written notice of the assignment or transfer thereof signed by such payee and accepts an Assignment and Acceptance entered into by the Lender that is the payee of in form satisfactory to such Note, as assignor, and an Eligible Assignee, as assignee, as provided in Section 8.07Agent; (ii) may consult with legal counsel (including counsel for the BorrowerCompany), independent public accountants accountants, and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants accountants, or experts; (iii) make makes no warranty or representation to any Lender Bank and shall not be responsible to any Lender Bank for any statements, warranties warranties, or representations (whether written made by or oral) made on behalf of the Company in or in connection with this Agreementany Loan Paper; (iv) except as otherwise expressly provided herein, shall not have any duty to ascertain or to inquire as to the performance, performance or observance or satisfaction of any of the terms, covenants covenants, or conditions of this Agreement on the part of the Borrower or any of its Subsidiaries or the existence at any time of any Default Loan Paper or to inspect the property (including the books and records) of the Borrower Company or any of its Subsidiaries; (v) shall have no responsibility to ensure the satisfaction of any condition set forth in Article IV or elsewhere herein other than to confirm receipt of items expressly required to be delivered to the Paying Agent, (vi) 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 Paper or any other instrument or document furnished pursuant heretohereto or thereto; and (vivii) shall incur no liability under or in respect of this Agreement any Loan Paper by acting upon any notice, consent, certificate certificate, or other instrument or writing (which may be by telecopier or telegrame-mail) reasonably believed by it to be genuine and signed or sent by the proper party or parties; and (viii) may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper Person, and shall not incur any liability for relying thereon.

Agent’s Reliance, Etc. Neither the Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Agent: (i) may treat the payee of Lender that made any Note Term Loan as the holder thereof of the Debt resulting therefrom until the Agent receives and accepts an Assignment and Acceptance entered into by the Lender that is the payee of such NoteLender, as assignor, and an Eligible Assignee, as assignee, as provided in Section 8.079.07; (ii) may consult with legal counsel (including counsel for the BorrowerCompany), 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; (iii) make makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement; (iv) shall not have any duty to ascertain or to inquire as to the performance, observance or satisfaction of any of the terms, covenants or conditions of this Agreement on the part of the Borrower or any of its Subsidiaries Company or the existence at any time of any Default or to inspect the property (including the books and records) of the Borrower or any of its SubsidiariesCompany; (v) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, this Agreement or any other instrument or document furnished pursuant hereto; and (vi) shall incur no liability under or in respect of this Agreement by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopier or telegram) believed by it to be genuine and signed or sent by the proper party or parties.

Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreementthe Loan Documents, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative Agent: (ia) may treat the payee of any Note as the holder thereof until the Administrative Agent receives and accepts an Assignment and Acceptance entered into by the Lender that is the payee of such Note, as assignor, and an Eligible Assignee, as assignee, as provided in Section 8.07; (iib) may consult with legal counsel (including counsel for the Borrowerany 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; (iiic) make makes no warranty or representation to any Lender Party and shall not be responsible to any Lender Party for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreementthe Loan Documents; (ivd) shall not have any duty to ascertain or to inquire as to the performance, performance or observance or satisfaction of any of the terms, covenants or conditions of this Agreement any Loan Document on the part of the Borrower or any of its Subsidiaries or the existence at any time of any Default Loan Party or to inspect the property (including the books and records) of the Borrower or any of its SubsidiariesLoan Party; (ve) shall not be responsible to any Lender Party for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of this Agreement any lien or security interest created or purported to be created under or in connection with, any Loan Document or any other instrument or document furnished pursuant heretothereto; and (vif) shall incur no liability under or in respect of this Agreement any Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopier telegram, telecopy or telegramtelex) believed by it to be genuine and signed or sent by the proper party or parties.

Agent’s Reliance, Etc. Neither the any Agent nor any of its their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreementthe Loan Documents, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the each Agent: (ia) may treat the payee of any Note as the holder thereof until until, in the case of the Administrative Agent, the Administrative Agent receives and accepts an Assignment and Acceptance entered into by the Lender that is the payee of such Note, as assignor, and an Eligible Assignee, as assignee, or, in the case of any other Agent, such Agent has received notice from the Administrative Agent that it has received and accepted such Assignment and Acceptance, in each case as provided in Section 8.07; (iib) may consult with legal counsel (including counsel for the Borrowerany 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; (iiic) make makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreementthe Loan Documents; (ivd) shall not have any duty to ascertain or to inquire as to the performance, observance or satisfaction of any of the terms, covenants or conditions of this Agreement any Loan Document on the part of the Borrower or any of its Subsidiaries Loan Party or the existence at any time of any Default under the Loan Documents or to inspect the property (including the books and records) of the Borrower or any of its SubsidiariesLoan Party; (ve) 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 Loan Document or any other instrument or document furnished pursuant heretothereto; and (vif) shall incur no liability under or in respect of this Agreement any Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopier or telegramtelecopy) believed by it to be genuine and signed or sent by the proper party or parties.

Agent’s Reliance, Etc. Neither the Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Agent: (i) may treat the payee of Lender that made any Note Advance as the holder thereof of the Debt resulting therefrom until the Agent receives and accepts an Assumption Agreement entered into by an Assuming Lender as provided in Section 2.18 or an Assignment and Acceptance entered into by the Lender that is the payee of such NoteLender, as assignor, and an Eligible Assignee, as assignee, as provided in Section 8.079.07; (ii) may consult with legal counsel (including counsel for the BorrowerLoan Parties), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (iii) make makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement; (iv) shall not have any duty to ascertain or to inquire as to the performance, observance or satisfaction of any of the terms, covenants or conditions of this Agreement on the part of the Borrower or any of its Subsidiaries Loan Party or the existence at any time of any Default or to inspect the property (including the books and records) of the Borrower or any of its SubsidiariesLoan Party; (v) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, this Agreement or any other instrument or document furnished pursuant hereto; and (vi) shall incur no liability under or in respect of this Agreement by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopier or telegram) believed by it to be genuine and signed or sent by the proper party or parties.

Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreementthe Loan Documents, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative Agent: (ia) may treat the payee of any Note as the holder thereof until the Administrative Agent receives and accepts an Assignment and Acceptance entered into by the Lender that is the payee of such Note, as assignor, and an Eligible Assignee, as assignee, as provided in Section 8.0711.7; (iib) may consult with legal counsel (including counsel for the Borrowerany 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; (iiic) make makes no warranty or representation to any Lender Party and shall not be responsible to any Lender Party for recitals, any statements, warranties or representations (whether written or oral) made in or in connection with this Agreementthe Loan Documents; (ivd) shall not have any duty to ascertain or to inquire as to the performance, performance or observance or satisfaction of any of the terms, covenants or conditions of this Agreement any Loan Document on the part of the Borrower or any of its Subsidiaries or the existence at any time of any Default Loan Party or to inspect the property (including the books and records) of the Borrower or any of its SubsidiariesLoan Party; (ve) shall not be responsible to any Lender Party for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of this Agreement any lien or security interest created or purported to be created under or in connection with, any Loan Document or any other instrument or document furnished pursuant heretothereto; and (vif) shall incur no liability under or in respect of this Agreement any Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopier telegram, telecopy or telegramtelex) believed by it to be genuine and signed or sent by or on behalf of the proper party or parties; and (g) may employ agents and attorneys-in-fact and shall not be answerable for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care.

Agent’s Reliance, Etc. Neither the any Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreementthe Loan Documents, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the each Agent: (ia) may treat the payee of any Note as the holder thereof until until, in the case of the Paying Agent, the Paying Agent receives and accepts an Assumption Agreement entered into by an Assuming Lender as provided in Section 2.18 or an Assignment and Acceptance entered into by the Lender Party that is the payee of such Note, as assignor, and an Eligible Assignee, as assignee, or, in the case of any other Agent, such Agent has received notice from the Paying Agent that it has received and accepted such Assignment and Acceptance, in each case as provided in Section 8.07; (iib) may consult with legal counsel (including counsel for the Borrowerany 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; (iiic) make makes no warranty or representation to any Lender Party and shall not be responsible to any Lender Party for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreementthe Loan Documents; (ivd) shall not have any duty to ascertain or to inquire as to the performance, performance or observance or satisfaction of any of the terms, covenants or conditions of this Agreement any Loan Document on the part of the Borrower or any of its Subsidiaries or the existence at any time of any Default Loan Party or to inspect the property (including the books and records) of the Borrower or any of its SubsidiariesLoan Party; (ve) shall not be responsible to any Lender Party for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of this Agreement any lien or security interest created or purported to be created under or in connection with, any Loan Document or any other instrument or document furnished pursuant heretothereto; and (vif) shall incur no liability under or in respect of this Agreement any Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopier or telegramtelecopier) reasonably believed by it to be genuine and signed or sent by the proper party or parties.

Agent’s Reliance, Etc. Neither the The Agent nor any of and its directors, officers, agents or employees shall not be liable for any action taken or omitted to be taken by it or them in good faith under or in connection with this Agreementthe Transaction Documents (including, without limitation, the servicing, administering or collecting of Pool Receivables as Master Servicer pursuant to Section 8.1), except for its or their own breach of the terms of the applicable terms of the Transaction Documents or its or their own gross negligence or willful misconduct. Without limitation of limiting the generality of the foregoing, the Agent: (i) may treat the payee of any Note as the holder thereof until the Agent receives and accepts an Assignment and Acceptance entered into by the Lender that is the payee of such Note, as assignor, and an Eligible Assignee, as assignee, as provided in Section 8.07; (iia) may consult with legal counsel (including counsel for the BorrowerSeller), independent certified 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; (iiib) make makes no warranty or representation to the Purchaser or any Lender other holder of any interest in Pool Receivables and shall not be responsible to the Purchaser or any Lender such other holder for any statements, warranties or representations (whether written or oral) made by any Seller Party in or in connection with this Agreementany Transaction Document; (ivc) shall not have any duty to ascertain or to inquire as to the performance, performance or observance or satisfaction of any of the terms, covenants or conditions of this Agreement any Transaction Document on the part of the Borrower or any of its Subsidiaries or the existence at any time of any Default Seller Party or to inspect the property (including the books and records) of the Borrower or any of its SubsidiariesSeller Party; (vd) shall not be responsible to the Purchaser or any Lender other holder of any interest in Pool Receivables for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other instrument or document furnished pursuant heretoTransaction Document; and (vie) shall incur no liability under or in respect of this Agreement by acting upon any noticenotice (including notice by telephone where permitted herein), consent, certificate or other instrument or writing (which may be by telecopier facsimile or telegramtelex) in good faith believed by it to be genuine and signed or sent by the proper party or parties.

Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreementthe Loan Documents, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative Agent: (ia) may treat the payee of any Note as the holder thereof until until, the Administrative Agent receives and accepts an Assignment and Acceptance entered into by the Lender that is the payee of such Note, as assignor, and an Eligible Assignee, as assignee, as provided in Section 8.07; (iib) may consult with legal counsel (including counsel for the Borrowerany 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; (iiic) make makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreementthe Loan Documents; (ivd) shall not have any duty to ascertain or to inquire as to the performance, observance or satisfaction of any of the terms, covenants or conditions of this Agreement any Loan Document on the part of the Borrower or any of its Subsidiaries Loan Party or the existence at any time of any Default under the Loan Documents or to inspect the property (including the books and records) of the Borrower or any of its SubsidiariesLoan Party; (ve) 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 Loan Document or any other instrument or document furnished pursuant heretothereto; and (vif) shall incur no liability under or in respect of this Agreement any Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopier or telegramtelecopy) believed by it to be genuine and signed or sent by the proper party or parties.

Agent’s Reliance, Etc. Neither the Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Agent: (i) may treat the payee of any Note as the holder thereof until the Agent receives and accepts an Assignment and Acceptance entered into by the Lender that is the payee of such Note, Note as assignor, and an Eligible Assignee, as assignee, as provided in Section 8.078.02; (ii) may consult with legal counsel (including counsel for the Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (iii) make makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement; (iv) shall not have any duty to ascertain or to inquire as to the performance, observance or satisfaction of any of the terms, covenants or conditions of this Agreement on the part of the Borrower or any of its Subsidiaries or the existence at any time of any event which constitutes, or with the passage of time would constitute, an Event of Default or to inspect the property (including the books and records) of the Borrower or any of its SubsidiariesBorrower; (v) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created in under or in connection with, this Agreement or any other instrument or document furnished pursuant hereto; and (vi) shall incur no liability under or in respect of this Agreement by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopier or telegramtelecopier) believed by it to be genuine and signed or sent by the proper party or parties.

Agent’s Reliance, Etc. Neither the Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Agent: (i) may treat the payee of any Note as the holder thereof until the Agent receives and accepts an Assignment and Acceptance Assumption entered into by the Lender that is the payee of such Note, as assignor, and an Eligible Assignee, as assignee, as provided in Section 8.07; (ii) may consult with legal counsel (including counsel for the Company or any Subsidiary Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (iii) make makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement; (iv) shall not have any duty to ascertain or to inquire as to the performance, performance or observance or satisfaction of any of the terms, covenants or conditions of this Agreement on the part of the any Borrower or any of its Subsidiaries or the existence at any time of any Default or to inspect the property (including the books and records) of the Borrower or any of its SubsidiariesBorrower; (v) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, this Agreement or any other instrument or document furnished pursuant hereto; and (vi) shall incur no liability under or in respect of this Agreement by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopier or telegramtelecopier) believed by it to be genuine and signed or sent by the proper party or parties.

Agent’s Reliance, Etc. Neither the any Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreementthe Loan Documents, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the each Agent: (ia) in the case of the Administrative Agent, may treat the payee of any Note as the holder thereof until the Administrative Agent receives and accepts an Assignment and Acceptance entered into by the Lender that is the payee of such Note, as assignor, and an Eligible Assignee, as assignee, or, in the case of any other Agent, such Agent has received notice from the Administrative Agent that it has received and accepted such Assignment and Acceptance, in each case as provided in Section 8.079.07; (iib) may consult with legal counsel (including counsel for the Borrowerany 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; (iiic) make makes no warranty or representation to any Lender Party and shall not be responsible to any Lender Party for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreementthe Loan Documents; (ivd) shall not have any duty to ascertain or to inquire as to the performance, observance or satisfaction of any of the terms, covenants or conditions of this Agreement any Loan Document on the part of the Borrower or any of its Subsidiaries Loan Party or the existence at any time of any Default under the Loan Documents or to inspect the property (including the books and records) of the Borrower or any of its SubsidiariesLoan Party; (ve) shall not be responsible to any Lender Party for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of this Agreement any lien or security interest created or purported to be created under or in connection with, any Loan Document or any other instrument or document furnished pursuant heretothereto; and (vif) shall incur no liability under or in respect of this Agreement any Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopier telegram, telecopy or telegramtelex) believed by it to be genuine and signed or sent by the proper party or parties.

Agent’s Reliance, Etc. (a) Neither the Administrative Agent nor any Facility Agent nor any of its their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them such Facility Agent or the Administrative Agent under or in connection with this Agreement, except for (i) with the consent or at the direction of the Majority Facility Agents (or in the case of any Facility Agent, the Lenders and the LC Issuers within its Lender Group that have a majority of the aggregate Commitments of such Lender Group) or their own (ii) in the absence of such Person’s gross negligence or willful misconduct. Without limitation of limiting the generality of the foregoing, each of the AgentAdministrative Agent and the Facility Agents: (i) may treat the payee of any Note as the holder thereof until the Agent receives and accepts an Assignment and Acceptance entered into by the Lender that is the payee of such Note, as assignor, and an Eligible Assignee, as assignee, as provided in Section 8.07; (ii) may consult with legal counsel (including counsel for the Performance Guarantor, the Borrower, the Servicer or any other Affiliate of the Performance Guarantor), 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; (iiiii) make makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement; (iviii) shall not have any duty to ascertain or to inquire as to the performance, performance or observance or satisfaction of any of the terms, covenants or conditions of this Agreement on the part of the Borrower Performance Guarantor, the Borrower, the Servicer or any other Affiliate of its Subsidiaries or the existence at any time of any Default Performance Guarantor or to inspect the property (including the books and records) of the Borrower Performance Guarantor, the Borrower, the Servicer or any other Affiliate of its SubsidiariesPerformance Guarantor; (viv) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other instrument or document furnished pursuant hereto; and (viv) shall incur no liability under or in respect of this Agreement by acting upon any noticenotice (including notice by telephone), consent, certificate or other instrument or writing (which may be by telecopier or telegramfacsimile) believed by it to be genuine and signed or sent by the proper party or parties.. The Administrative Agent shall not be responsible to any Lender, LC Issuer, Facility Agent or other Person for (i) any recitals, representations, warranties or other statements made by any Transaction Party or any of their Affiliates, (ii) the value, validity, effectiveness, genuineness, enforceability or sufficiency of any Facility Document, (iii) any failure of any Transaction Party or any of their Affiliates to perform any obligation hereunder or under the other Facility Documents to which it is a party (or under any Contract), or (iv) the satisfaction of any condition specified in Article III. 109

Agent’s Reliance, Etc. Neither the any Agent nor any of its their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreementthe Loan Documents, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the each Agent: (ia) may treat the payee of any Note as the holder thereof until until, in the case of the Administrative Agent, the Administrative Agent receives and accepts an Assignment and Acceptance entered into by the Lender that is the payee of such Note, as assignor, and an Eligible Assignee, as assignee, or, in the case of any other Agent, such Agent has received notice from the Administrative Agent that it has received and accepted such Assignment and Acceptance, in each case as provided in Section 8.07; (iib) may consult with legal counsel (including counsel for the Borrowerany 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; (iiic) make makes no warranty or representation to any Lender Party and shall not be responsible to any Lender Party for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreementthe Loan Documents; (ivd) shall not have any duty to ascertain or to inquire as to the performance, observance or satisfaction of any of the terms, covenants or conditions of this Agreement any Loan Document on the part of the Borrower or any of its Subsidiaries Loan Party or the existence at any time of any Default under the Loan Documents or to inspect the property (including the books and records) of the Borrower or any of its SubsidiariesLoan Party; (ve) shall not be responsible to any Lender Party for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of this Agreement any lien or security interest created or purported to be created under or in connection with, any Loan Document or any other instrument or document furnished pursuant heretothereto; and (vif) shall incur no liability under or in respect of this Agreement any Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopier or telegramtelecopy) believed by it to be genuine and signed or sent by the proper party or parties.

Agent’s Reliance, Etc. Neither the any Agent nor any of its their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreementthe Loan Documents, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the each Agent: (ia) may treat the payee of any Note as the holder thereof until until, in the case of the Administrative Agent, the Administrative Agent receives and accepts an Assignment and Acceptance entered into by the Lender that is the payee of such Note, as assignor, and an Eligible Assignee, as assignee, or, in the case of any other Agent, such Agent has received notice from the Administrative Agent that it has received and accepted such Assignment and Acceptance, in each case as provided in Section 8.079.07; (iib) may consult with legal counsel (including counsel for the Borrowerany 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; (iiic) make makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreementthe Loan Documents; (ivd) shall not have any duty to ascertain or to inquire as to the performance, observance or satisfaction of any of the terms, covenants or conditions of this Agreement any Loan Document on the part of the Borrower or any of its Subsidiaries Loan Party or the existence at any time of any Default under the Loan Documents or to inspect the property (including the books and records) of the Borrower or any of its SubsidiariesLoan Party; (ve) 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 Loan Document or any other instrument or document furnished pursuant heretothereto; and (vif) shall incur no liability under or in respect of this Agreement any Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopier telegram, telecopy, telex or telegramother electronic transmission) believed by it to be genuine and signed or sent by the proper party or parties.

Agent’s Reliance, Etc. Neither the Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this AgreementAgreement or any other Loan Document, except for its or their own gross negligence or willful misconduct. Without limitation of to the generality of the foregoing, the Agent: (ia) may treat the payee of any Note as the holder thereof until the Agent receives and accepts an Assignment and Acceptance entered into by the Lender that is the payee of such Note, as assignor, and an Eligible Assignee, as assignee, as provided in Section 8.07; (iib) may consult with legal counsel (including counsel for the Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (iiic) make makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement, any other Loan Document or any PPA Document; (ivd) shall not have any duty to ascertain or to inquire as to the performance, performance or observance or satisfaction of any of the terms, covenants or conditions of this Agreement or any other Material Document on the part of the Borrower or Southern or any of its Subsidiaries or the existence at any time of any Default other party thereto, or to inspect the property (including the books and records) of the Borrower or any of its SubsidiariesSouthern; (ve) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Material Document or any other instrument or document furnished pursuant heretohereto or thereto; and (vif) 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 telecopier telecopier, telegram or telegramtelex) believed by it to be genuine and signed or sent by the proper party or parties.

Agent’s Reliance, Etc. Neither the any Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreementthe Loan Documents, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the each Agent: (ia) in the case of the Administrative Agent, may treat the payee of any Note as the holder thereof until the Administrative Agent receives and accepts an Assignment and Acceptance entered into by the Lender that is the payee of such Note, as assignor, and an Eligible Assignee, as assignee, or, in the case of any other Agent, such Agent has received notice from the Administrative Agent that it has received and accepted such Assignment and Acceptance, as provided in Section 8.079.07; (iib) may consult with legal counsel (including counsel for the Borrowerany 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; (iiic) make makes no warranty or representation to any Lender Party and shall not be responsible to any Lender Party for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreementthe Loan Documents; (ivd) shall not have any duty to ascertain or to inquire as to the performance, observance or satisfaction of any of the terms, covenants or conditions of this Agreement any Loan Document on the part of the Borrower or any of its Subsidiaries Loan Party or the existence at any time of any Default under the Loan Documents or to inspect the property (including the books and records) of the Borrower or any of its SubsidiariesLoan Party; (ve) shall not be responsible to any Lender Party for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of this Agreement any lien or security interest created or purported to be created under or in connection with, any Loan Document or any other instrument or document furnished pursuant heretothereto; and (vif) shall incur no liability under or in respect of this Agreement any Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopier telegram, telecopy or telegramtelex) believed by it to be genuine and signed or sent by the proper party or parties.

Agent’s Reliance, Etc. (a) Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this AgreementAgreement or any of the other Facility Documents, except for its or their own gross negligence or willful misconduct. Without limitation of limiting the generality of the foregoing, the Administrative Agent: (i) may treat the payee of any Note as the holder thereof until the Agent receives and accepts an Assignment and Acceptance entered into by the Lender that is the payee of such Note, as assignor, and an Eligible Assignee, as assignee, as provided in Section 8.07; (ii) may consult with legal counsel (including counsel for the Borrower), the Parent or the Servicer or any of their Affiliates) and independent public accountants and other experts selected by it with due 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; (iiiii) make 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 Person for any statements, warranties or representations (whether written or oral) made in or in connection with this AgreementAgreement or the other Facility Documents; (iviii) shall not have any duty to monitor, ascertain or to inquire as to the performance, performance or observance or satisfaction of any of the terms, covenants or conditions of this Agreement Agreement, the other Facility Documents or any Related Documents on the part of the Borrower Borrower, the Parent or the Servicer or any of its Subsidiaries or the existence at any time of any Default other Person or to inspect the property (including the books and records) of the Borrower Borrower, the Parent or any of its Subsidiariesthe Servicer; (viv) 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 instrument or document furnished pursuant heretohereto or thereto or for the validity, perfection, priority or enforceability of the Liens on the Collateral; and (viv) shall incur no liability under or in respect of this Agreement or any other 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 Monthly Report), instruction or waiver, report, statement, opinion, direction or other instrument or writing (which may be delivered by telecopier telecopier, email, cable or telegramtelex, if acceptable to it) reasonably believed by it to be genuine and believe by it to be signed or sent by the proper party or parties. The Administrative Agent shall not have any liability to the Borrower, the Parent or any Lender or any other Person for the Borrower’s, the Parent’s, the 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.

Agent’s Reliance, Etc. Neither the Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Agent: (i) may treat the payee of Lender that made any Note Advance as the holder thereof of the Debt resulting therefrom until the Agent receives and accepts an Assignment and Acceptance entered into by the Lender that is the payee of such NoteLender, as assignor, and an Eligible Assignee, as assignee, as provided in Section 8.078.06; (ii) may consult with legal counsel (including counsel for the Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (iii) make makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement; (iv) shall not have any duty to ascertain or to inquire as to the performance, observance or satisfaction of any of the terms, covenants or conditions of this Agreement on the part of the Borrower or any of its Subsidiaries or the existence at any time of any Default or to inspect the property (including the books and records) of the Borrower or any of its SubsidiariesBorrower; (v) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other instrument or document furnished pursuant hereto; and (vi) shall incur no liability under or in respect of this Agreement by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopier or telegram) believed by it to be genuine and signed or sent by the proper party or parties.

Agent’s Reliance, Etc. Neither the Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Agent: (ia) may treat the payee of Lender that made any Note Advance as the holder thereof of the Debt resulting therefrom until the Agent receives and accepts an Assignment and Acceptance entered into by the Lender that is the payee of such NoteLender, as assignor, and an Eligible Assignee, as assignee, as provided in Section 8.079.06; (iib) may consult with legal counsel (including counsel for the BorrowerCompany), 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; (iiic) make makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement; (ivd) shall not have any duty to ascertain or to inquire as to the performance, performance or observance or satisfaction of any of the terms, covenants or conditions of this Agreement on the part of the any Borrower or any of its Subsidiaries or the existence at any time of any Default or to inspect the property (including the books and records) of the Borrower or any of its SubsidiariesBorrower; (ve) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, this Agreement or any other instrument or document furnished pursuant hereto; and (vif) shall incur no liability under or in respect of this Agreement by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopier telecopier, telegram or telegramtelex) believed by it to be genuine and signed or sent by the proper party or parties.

Agent’s Reliance, Etc. Neither the No Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreementthe Loan Documents, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the AgentAgents: (ia) may treat the payee of Lender that made any Note Advance as the holder thereof of the Debt resulting therefrom until the such Agent receives and accepts an Assignment and Acceptance entered into by the Lender that is the payee of such NoteLender, as assignor, and an Eligible Assignee, as assignee, as provided in Section 8.079.07; (iib) may consult with legal counsel (including counsel for the Borrowerany 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; (iiic) make makes no warranty or representation to any Lender Party and shall not be responsible to any Lender Party for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreementthe Loan Documents; (ivd) shall not have any duty to ascertain or to inquire as to the performance, performance or observance or satisfaction of any of the terms, covenants or conditions of this Agreement any Loan Document on the part of the Borrower or any of its Subsidiaries or the existence at any time of any Default Loan Party or to inspect the property (including the books and records) of the Borrower or any of its SubsidiariesLoan Party; (ve) shall not be responsible to any Lender Party for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of this Agreement any lien or security interest created or purported to be created under or in connection with, any Loan Document or any other instrument or document furnished pursuant heretothereto; and (vif) shall incur no liability under or in respect of this Agreement any Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopier or telegramtelecopy) believed by it to be genuine and signed or sent by the proper party or parties.

Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreementthe Loan Documents, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative Agent: (ia) may treat the payee of any Note as the holder thereof until the Administrative Agent receives and accepts an Assignment and Acceptance entered into by the Lender that is the payee of such Note, as assignor, and an Eligible Assignee, as assignee, as provided in Section 8.079.07; (iib) may consult with legal counsel (including counsel for the Borrowerany 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; (iiic) make makes no warranty or representation to any Lender Party and shall not be responsible to any Lender Party for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreementthe Loan Documents; (ivd) shall not have any duty to ascertain or to inquire as to the performance, observance or satisfaction of any of the terms, covenants or conditions of this Agreement any Loan Document on the part of the Borrower or any of its Subsidiaries Loan Party or the existence at any time of any Default under the Loan Documents or to inspect the property (including the books and records) of the Borrower or any of its SubsidiariesLoan Party; (ve) shall not be responsible to any Lender Party for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of this Agreement any lien or security interest created or purported to be created under or in connection with, any Loan Document or any other instrument or document furnished pursuant heretothereto; and (vif) shall incur no liability under or in respect of this Agreement any Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopier telegram, telecopy or telegramtelex or other electronic communication) believed by it to be genuine and signed or sent by the proper party or parties.

Agent’s Reliance, Etc. Neither the Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Agent: (i) may treat the payee of Lender that made any Note Advance as the holder thereof of the Debt resulting therefrom until the Agent receives and accepts an Assignment and Acceptance entered into by the Lender that is the payee of such NoteLender, as assignor, and an Eligible Assignee, as assignee, as provided in Section 8.079.07; (ii) may consult with legal counsel (including counsel for the BorrowerCompany), independent public accountants and other experts selected by it and shall not be liable for any action reasonably taken or omitted to be taken in good faith by it in accordance with the reasonable advice of such counsel, accountants or experts; (iii) make makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement; (iv) shall not have any duty to ascertain or to inquire as to the performance, observance or satisfaction of any of the terms, covenants or conditions of this Agreement on the part of the any Borrower or any of its Subsidiaries or the existence at any time of any Default or to inspect the property (including the books and records) of the Borrower or any of its SubsidiariesBorrower; (v) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, this Agreement or any other instrument or document furnished pursuant hereto; and (vi) shall incur no liability under or in respect of this Agreement by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopier telecopier, telegram or telegramtelex) believed by it to be genuine and signed or sent by the proper party or parties.

Agent’s Reliance, Etc. Neither the Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them as Agent under or in connection with this AgreementAgreement or any related agreement, instrument or document except for its or their own gross negligence or willful misconduct. Without limitation of the generality of limiting the foregoing, the Agent: (i) may treat the payee of any Note as the holder thereof until the Agent receives and accepts an Assignment and Acceptance entered into by the Lender that is the payee of such Note, as assignor, and an Eligible Assignee, as assignee, as provided in Section 8.07; (iia) may consult with legal counsel (including counsel for the BorrowerTransferor, the Servicer or the Trustee), 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; (iiib) make makes no warranty or representation to any Lender Owner and shall not be responsible to any Lender Owner for any statements, warranties or representations (whether written or oral) made in or in connection with this AgreementAgreement or in connection with any related agreement, instrument or document; (ivc) shall not have any duty to ascertain or to inquire as to the performance, performance or observance or satisfaction of any of the terms, covenants or conditions of this Agreement or any related agreement, instrument or document on the part of the Borrower or any of its Subsidiaries Transferor, the Servicer or the existence at any time of any Default Trustee or to inspect the property (including the books and records) of the Borrower Transferor, the Servicer or any of its Subsidiariesthe Trustee; (vd) shall not be responsible to any Lender Owner for the due execution, legality, validity, enforceability, genuineness, genuineness or sufficiency or of value of this Agreement or any other related agreement, instrument or document furnished pursuant heretodocument; (e) shall not be deemed to be acting as any Owner's trustee or otherwise in a fiduciary capacity hereunder or in connection with any related agreement, instrument or document; and (vif) shall incur no liability under or in respect of this Agreement or any related agreement, instrument or document by acting upon any noticenotice (including notice by telephone), consent, certificate or other instrument or writing (which may be by telecopier telex or telegramfacsimile) believed by it to be genuine and signed or sent by the proper party or parties.

Agent’s Reliance, Etc. Neither the Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Agent: (i) may treat the payee of Lender that made any Note Advance as the holder thereof of the indebtedness resulting therefrom until the Agent receives and accepts an Assignment and Acceptance entered into by the Lender that is the payee of such NoteLender, as assignor, and an Eligible Assignee, as assignee, as provided in Section 8.079.06; (ii) may consult with legal counsel (including counsel for the Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (iii) make makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement; (iv) shall not have any duty to ascertain or to inquire as to the performance, observance or satisfaction of any of the terms, covenants or conditions of this Agreement on the part of the Borrower or any of its Subsidiaries or the existence at any time of any Default or to inspect the property (including the books and records) of the Borrower or any of its SubsidiariesBorrower; (v) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, this Agreement or any other instrument or document furnished pursuant hereto; and (vi) shall incur no liability under or in respect of this Agreement by acting upon any notice, consent, certificate or other instrument or writing TABLE OF CONTENTS (which may be by telecopier telecopier, telegram or telegramtelex) believed by it to be genuine and signed or sent by the proper party or parties.

Agent’s Reliance, Etc. Neither the any Agent nor any Agent-Related Person nor any of its their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreementthe Loan Documents, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the each Agent and Agent-Related Person: (ia) may treat the payee of any Note as the holder thereof until until, in the case of the Administrative Agent, the Administrative Agent receives and accepts an Assignment and Acceptance entered into by the Lender that is the payee of such Note, as assignor, and an Eligible Assignee, as assignee, or, in the case of any other Agent, such Agent has received notice from the Administrative Agent that it has received and accepted such Assignment and Acceptance, in each case as provided in Section 8.079.07; (iib) may consult with legal counsel (including counsel for the Borrowerany 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; (iiic) make makes no 94 89 warranty or representation to any Lender Party and shall not be responsible to any Lender Party for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreementthe Loan Documents; (ivd) shall not have any duty to ascertain or to inquire as to the performance, performance or observance or satisfaction of any of the terms, covenants or conditions of this Agreement any Loan Document on the part of the Borrower or any of its Subsidiaries or the existence at any time of any Default Loan Party or to inspect the property (including the books and records) of the Borrower or any of its SubsidiariesLoan Party; (ve) shall not be responsible to any Lender Party for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of this Agreement any lien or security interest created or purported to be created under or in connection with, any Loan Document or any other instrument or document furnished pursuant heretothereto; and (vif) shall incur no liability under or in respect of this Agreement any Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopier telegram, telecopy or telegramtelex) believed by it to be genuine and signed or sent by the proper party or parties.

Agent’s Reliance, Etc. Neither the Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Agent: (i) may treat the payee of Lender that made any Note Advance as the holder thereof of the Debt resulting therefrom until the Agent receives and accepts an Assignment and Acceptance entered into by the Lender that is the payee of such NoteLender, as assignor, and an Eligible Assignee, as assignee, as provided in Section 8.079.07; (ii) may consult with legal counsel (including counsel for the BorrowerCompany), 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; (iii) make makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement; (iv) shall not have any duty to ascertain or to inquire as to the performance, performance or observance or satisfaction of any of the terms, covenants or conditions of this Agreement on the part of the Borrower Company or any of its Subsidiaries or the existence at any time of any Default other Borrower or to inspect the property (including the books and records) of the Borrower Company or any of its Subsidiariesother Borrower; (v) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, this Agreement or any other instrument or document furnished pursuant hereto; and (vi) shall incur no liability under or in respect of this Agreement by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopier or telegramfacsimile) believed by it to be genuine and signed or sent by the proper party or parties.. 3-Year Credit Agreement 41

Agent’s Reliance, Etc. Neither the Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Agent: (i) may treat the payee of Lender that made any Note Advance as the holder thereof of the Debt resulting therefrom until the Agent receives and accepts an Assignment and Acceptance entered into by the Lender that is the payee of such NoteLender, as assignor, and an Eligible Assignee, as assignee, as provided in Section 8.079.07; (ii) may consult with legal counsel (including counsel for the BorrowerCompany), 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; (iii) make makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement; (iv) shall not have any duty to ascertain or to inquire as to the performance, observance or satisfaction of any of the terms, covenants or conditions of this Agreement on the part of the any Borrower or any of its Subsidiaries or the existence at any time of any Default or to inspect the property (including the books and records) of the Borrower Company or any of its Subsidiariesother Borrower; (v) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, this Agreement or any other instrument or document furnished pursuant hereto; and (vi) shall incur no liability under or in respect of this Agreement by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopier or telegram) believed by it to be genuine and signed or sent by the proper party or parties.

Agent’s Reliance, Etc. Neither the Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreementthe Loan Documents, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Agent: (ia) may treat the payee of Lender that made any Note Advance as the holder thereof of the Debt resulting therefrom until the Agent receives and accepts an Assignment and Acceptance entered into by the Lender that is the payee of such NoteLender, as assignor, and an Eligible Assignee, as assignee, as provided in Section 8.07; (iib) may consult with legal counsel (including counsel for the Borrowerany 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; (iiic) make makes no warranty or representation to any Lender Party and shall not be responsible to any Lender Party for any statements, warranties or representations (whether written or oral) made in in, or in connection with this Agreementwith, the Loan Documents; (ivd) shall not have any duty to ascertain or to inquire as to the performance, performance or observance or satisfaction of any of the terms, covenants or conditions of this Agreement any Loan Document on the part of the Borrower or any of its Subsidiaries or the existence at any time of any Default Loan Party or to inspect the property (including the books and records) of the Borrower or any of its SubsidiariesLoan Party; (ve) shall not be responsible to any Lender Party for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of this Agreement any lien or security interest created or purported to be created under or in connection with, any Loan Document or any other instrument or document furnished pursuant heretothereto; and (vif) shall incur no liability under or in respect of this Agreement any Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopier telegram, telecopy or telegramtelex) believed by it to be genuine and signed or sent by the proper party or parties.

Agent’s Reliance, Etc. Neither the any Agent nor any of its their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreementthe Loan Documents, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the each Agent: (ia) may treat the payee of any Note as the holder thereof until until, in the case of the Administrative Agent, the Administrative Agent receives and accepts an Assignment and Acceptance entered into by the Lender that is the payee of such Note, as assignor, and an Eligible Assignee, as assignee, or, in the case of any other Agent, such Agent has received notice from the Administrative Agent that it has received and accepted such Assignment and Acceptance, in each case as provided in Section 8.079.07; (iib) may consult with legal counsel (including counsel for the Borrowerany 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; (iiic) make makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreementthe Loan Documents; (ivd) shall not have any duty to ascertain or to inquire as to the performance, observance or satisfaction of any of the terms, covenants or conditions of this Agreement any Loan Document on the part of the Borrower or any of its Subsidiaries Loan Party or the existence at any time of any Default under the Loan Documents or to inspect the property (including the books and records) of the Borrower or any of its SubsidiariesLoan Party; (ve) 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 Loan Document or any other instrument or document furnished pursuant heretothereto; and (vif) shall incur no liability under or in respect of this Agreement any Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopier telegram, telecopy or telegramtelex) believed by it to be genuine and signed or sent by the proper party or parties.

Agent’s Reliance, Etc. Neither the Agent nor any of its directors, officers, agents agents, or employees shall be liable for any action taken or omitted to be taken (including the Agent’s own negligence) by it or them under or in connection with this AgreementAgreement or the other Subordinated Loan Documents, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Agent: (ia) may treat the payee of any Subordinated Note as the holder thereof until the Agent receives written notice of the assignment or transfer thereof signed by such payee and accepts an Assignment and Acceptance entered into by in form satisfactory to the Lender that is the payee of such Note, as assignor, and an Eligible Assignee, as assignee, as provided in Section 8.07Agent; (iib) may consult with legal counsel (including counsel for the Borrowerany Credit Party), independent public accountants accountants, and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants accountants, or experts; (iiic) make makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties warranties, or representations (whether written or oral) made in or in connection with this AgreementAgreement or the other Subordinated Loan Documents; (ivd) shall not have any duty to ascertain or to inquire as to the performance, performance or observance or satisfaction of any of the terms, covenants or conditions of this Agreement or any other Subordinated Loan Document on the part of the Borrower or any of its Subsidiaries or the existence at any time of any Default Credit Party or to inspect the property (including the books and records) of the Borrower or any of its SubsidiariesCredit Party; (ve) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency sufficiency, or value of this Agreement or any other instrument or document furnished pursuant heretoSubordinated Loan Document; and (vif) shall incur no liability under or in respect of this Agreement or any other Subordinated Loan Document by acting upon any notice, consent, certificate certificate, or other instrument or writing (which may be by telecopier or telegramtelex) believed by it to be genuine and signed or sent by the proper party or parties.

Agent’s Reliance, Etc. Neither the Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Agent: (i) may treat the payee of any Note as the holder thereof until the Agent receives and accepts an Assignment and Acceptance entered into by the Lender that Bank which is the payee of such Note, as assignor, and an Eligible Assignee, as assignee, as provided in Section 8.07; (ii) may consult with legal counsel (including counsel for the Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (iii) make makes no warranty or representation to any Lender Bank or any other Person and shall not be responsible to any Lender Bank or any other Person for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreementany Loan Document or any other instrument or document; (iv) shall not have any duty to ascertain or to inquire as to the performance, performance or observance or satisfaction of any of the terms, covenants or conditions of this Agreement any Loan Document on the part of the Borrower or any of its Subsidiaries or the existence at any time of any Default Subsidiary or to inspect the property Property (including the books and records) of the Borrower or any of its SubsidiariesSubsidiary; (v) shall not be responsible to any Lender Bank or any other Person for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement any Loan Document or any other instrument or document furnished pursuant heretoor for the existence, sufficiency or value of any Collateral or for the existence, perfection or priority of any Lien thereon; and (vi) shall incur no liability under or in respect of this Agreement any Loan Document by acting upon any notice (including telephonic notice), consent, certificate or other instrument or writing (which may be by telecopier telecopier, telegram, telex or telegramotherwise) believed by it to be genuine and signed signed, given or sent by the proper party or parties.

Agent’s Reliance, Etc. Neither the Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Agent: (i) may treat the payee of Lender that made any Note Advance as the holder thereof of the Indebtedness resulting therefrom until the Agent receives and accepts an Assignment and Acceptance entered into by the Lender that is the payee of such NoteLender, as assignor, and an Eligible Assignee, as assignee, as provided in Section 8.07; (ii) may consult with legal counsel (including counsel for the Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (iii) make makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement; (iv) shall not have any duty to ascertain or to inquire as to the performance, observance or satisfaction of any of the terms, covenants or conditions of this Agreement on the part of the Borrower or any of its Subsidiaries or the existence at any time of any Default or to inspect the property (including the books and records) of the Borrower or any of its SubsidiariesBorrower; (v) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, this Agreement or any other instrument or document furnished pursuant hereto; and (vi) shall incur no liability under or in respect of this Agreement by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopier or telegramfacsimile) believed by it to be genuine and signed or sent by the proper party or parties.

Agent’s Reliance, Etc. Neither the Agent Agents nor any of its their directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreementthe Loan Documents, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the each Agent: (ia) may treat the payee of any Note as the holder thereof until until, in the case of the Administrative Agent, the Administrative Agent receives and accepts an Assignment and Acceptance entered into by the Lender that is the payee of such Note, as assignor, and an Eligible Assignee, as assignee, or, in the case of the Collateral Agent, such Agent has received notice from the Administrative Agent that it has received and accepted such Assignment and Acceptance, in each case as provided in Section 8.07; (iib) may consult with legal counsel (including counsel for the Borrowerany 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; (iiic) make makes no warranty or representation to any Lender Party and shall not be responsible to any Lender Party for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreementthe Loan Documents; (ivd) shall not have any duty to ascertain or to inquire as to the performance, performance or observance or satisfaction of any of the terms, covenants or conditions of this Agreement any Loan Document on the part of the Borrower or any of its Subsidiaries or the existence at any time of any Default Loan Party or to inspect the property (including the books and records) of the Borrower or any of its SubsidiariesLoan Party; (ve) shall not be responsible to any Lender Party for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of this Agreement any lien or security interest created or purported to be created under or in connection with, any Loan Document or any other instrument or document furnished pursuant heretothereto; and (vif) shall incur no liability under or in respect of this Agreement any Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopier telegram, telecopy or telegramtelex) believed by it to be genuine and signed or sent by the proper party or parties.

Agent’s Reliance, Etc. Neither the Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Agent: (i) may treat the payee of Lender that made any Note Advance as the holder thereof of the Debt resulting therefrom until the Agent receives and accepts an Assignment and Acceptance entered into by the Lender that is the payee of such NoteLender, as assignor, and an Eligible Assignee, as assignee, as provided in Section 8.079.06; (ii) may consult with legal counsel (including counsel for the BorrowerBorrowers), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (iii) make makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement; (iv) shall not have any duty to ascertain or to inquire as to the performance, observance or satisfaction of any of the terms, covenants or conditions of this Agreement on the part of the any Borrower or any of its Subsidiaries or the existence at any time of any Default or to inspect the property (including the books and records) of the Borrower or any of its SubsidiariesBorrower; (v) 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 instrument or document furnished pursuant hereto; and (vi) shall incur no liability under or in respect of this Agreement by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopier telecopier, telegram or telegramtelex) believed by it to be genuine and signed or sent by the proper party or parties.

Agent’s Reliance, Etc. Neither the Agent nor any of its Affiliates nor any of their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be not taken by it or them under or in connection with this AgreementAgreement or the other Loan Documents, except for damages caused by its or their own gross negligence or willful misconductmisconduct or that of its Affiliates or their respective directors, officers, agents or employees as determined by a court of competent jurisdiction in a final and non-appealable judgment. Without limitation of limiting the generality of the foregoing, the Agent: (ia) may treat the payee of any Note as the holder thereof until the Agent receives and accepts an Assignment and Acceptance entered into by the Lender that is the payee of such Note, as assignor, and an Eligible Assignee, as assignee, as provided in Section 8.07[reserved]; (iib) may consult with legal counsel (including counsel for the Borrower)counsel, independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken by it in good faith by it in accordance with the advice of such counsel, accountants or experts; (iiic) make makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this AgreementAgreement or the other Loan Documents; (ivd) shall not have any duty to ascertain or to inquire as to the performance, performance or observance or satisfaction of any of the terms, covenants or conditions of this Agreement or the other Loan Documents on the part of the Borrower or any of its Subsidiaries or the existence at any time of any Default Credit Party or to inspect the property (including the books and records) records of the Borrower or any of its SubsidiariesCredit Party; (ve) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or the other Loan Documents or any other instrument or document furnished pursuant heretohereto or thereto; and (vif) shall incur no liability under or in respect of this Agreement or the other Loan Documents by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopier fax, telegram, cable or telegramtelex) believed by it to be genuine and signed or sent 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. Neither the Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreementthe Multistate Loan Documents, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Agent: (i) may treat the payee of any Multistate Note as the holder thereof until the Agent receives and accepts an Assignment and Acceptance entered into by the Lender that is the payee of such Multistate Note, as assignor, and an Eligible Assignee, as assignee, as provided in Section 8.079.07; (ii) may consult with legal counsel (including counsel for the Borrowerany 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; (iii) make makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreementthe Multistate Loan Documents; (iv) shall not have any duty to ascertain or to inquire as to the performance, performance or observance or satisfaction of any of the terms, covenants or conditions of this Agreement any Multistate Loan Document on the part of the Borrower or any of its Subsidiaries or the existence at any time of any Default Loan Party or to inspect the property (including the books and records) of the Borrower or any of its SubsidiariesLoan Party; (v) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement any Multistate Loan Document or any other instrument or document furnished pursuant hereto; hereto and (vi) shall incur no liability under or in respect of this Agreement any Multistate Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopier telegram, telecopy, cable or telegramtelex) believed by it to be genuine and signed or sent by the proper party or parties.

Agent’s Reliance, Etc. Neither the Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Agent: (i) may treat the payee of any Note as the holder thereof until the Agent receives and accepts an Assignment and Acceptance entered into by the Lender that is the payee of such Note, as assignor, and an Eligible Assignee, as assignee, as provided in Section 8.07; (ii) may consult with legal counsel (including counsel for the Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (iii) make makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement; (iv) shall not have any duty to ascertain or to inquire as to the performance, observance or satisfaction of any of the terms, covenants or conditions of this Agreement on the part of the Borrower or any of its Subsidiaries or the existence at any time of any Default or to inspect the property (including the books and records) of the Borrower or any of its SubsidiariesBorrower; (v) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other instrument or document furnished pursuant hereto; and (vi) shall incur no liability under or in respect of this Agreement by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopier facsimile transmission or telegramelectronic mail message) believed by it to be genuine and signed or sent by the proper party or parties.

Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreementthe Loan Documents, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative Agent: (ia) may treat the payee of any Note as the holder thereof until the Administrative Agent receives and accepts an Assignment and Acceptance entered into by the Lender that is the payee of such Note, as assignor, and an Eligible Assignee, as assignee, as provided in Section 8.07; (iib) may consult with legal counsel (including counsel for the Borrowerany 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; (iiic) make makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreementthe Loan Documents; (ivd) shall not have any duty to ascertain or to inquire as to the performance, observance or satisfaction of any of the terms, covenants or conditions of this Agreement any Loan Document on the part of the Borrower or any of its Subsidiaries Loan Party or the existence at any time of any Default under the Loan Documents or to inspect the property (including the books and records) of the Borrower or any of its SubsidiariesLoan Party; (ve) 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 Loan Document or any other instrument or document furnished pursuant heretothereto; and (vif) shall incur no liability under or in respect of this Agreement any Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopier telegram, telecopy or telegramtelex) believed by it to be genuine and signed or sent by the proper party or parties.

Agent’s Reliance, Etc. Neither None of the Agent nor any Agents and none of its their respective Affiliates, directors, officers, agents agents, or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreementthe Loan Papers (i) with the consent or at the request of the Majority Banks (or all the Banks, except for if required) or (ii) in the absence of its or their own gross negligence or willful misconductmisconduct (it being the express intention of the parties that the Agents and their respective directors, officers, agents, and employees shall have no liability for actions and omissions under this Section 8.2 resulting from their ordinary contributory negligence). Without limitation of the generality of the foregoing, the Agent: each Agent (i) may treat the payee of any each Loan or Note as the holder thereof until the such Agent receives written notice of the assignment or transfer thereof signed by such payee and accepts an Assignment and Acceptance entered into by the Lender that is the payee of in form satisfactory to such Note, as assignor, and an Eligible Assignee, as assignee, as provided in Section 8.07Agent; (ii) may consult with legal counsel (including counsel for the BorrowerCompany), independent public accountants accountants, and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants accountants, or experts; (iii) make makes no warranty or representation to any Lender Bank and shall not be responsible to any Lender Bank for any statements, warranties warranties, or representations (whether written made by or oral) made on behalf of the Company in or in connection with this Agreementany Loan Paper; (iv) except as otherwise expressly provided herein, shall not have any duty to ascertain or to inquire as to the performance, performance or observance or satisfaction of any of the terms, covenants covenants, or conditions of this Agreement on the part of the Borrower or any of its Subsidiaries or the existence at any time of any Default Loan Paper or to inspect the property (including the books and records) of the Borrower Company or any of its Subsidiaries; (v) shall have no responsibility to ensure the satisfaction of any condition set forth in Article IV or elsewhere herein other than to confirm receipt of items expressly required to be delivered to the Paying Agent, (vi) 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 Paper or any other instrument or document furnished pursuant heretohereto or thereto; and (vivii) shall incur no liability under or in respect of this Agreement any Loan Paper by acting upon any notice, consent, certificate certificate, or other instrument or writing (which may be by telecopier or telegrame-mail) reasonably believed by it to be 66 genuine and signed or sent by the proper party or parties; and (viii) may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper Person, and shall not incur any liability for relying thereon.

Agent’s Reliance, Etc. Neither the Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreementthe Financing Documents, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the ofthe foregoing, the Agent: (i) may treat the payee of any Note as the holder thereof until until, in the case of the Agent, the Agent receives and accepts an Assignment and Acceptance entered into by the Lender that is the payee of such Note, as an assignor, and an Eligible Assignee, as assignee, as provided in Section 8.07; (ii) may consult with legal counsel (including counsel for the Borrowerany 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; (iii) make makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreementthe Financing Documents; (iv) shall not have any duty to ascertain or to inquire as to the performance, observance or satisfaction of any of the terms, covenants or conditions of this Agreement any Financing Document on the part of the Borrower or any of its Subsidiaries Loan Party or the existence at any time of any Default under the Financing Documents or to inspect the property (including the books and records) of the Borrower or any of its SubsidiariesLoan Party; (v) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of this Agreement any lien or security interest created or purported to be created under or in connection with, any Financing Document or any other instrument or document furnished pursuant hereto; and (vi) shall incur no liability under or in respect of this Agreement any Financing Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopier telecopier, telegram or telegramtelex) believed by it to be genuine and signed or sent by the proper party or parties.

Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreementthe Loan Documents, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative Agent: (ia) may treat the payee of any Note as the holder thereof until the Administrative Agent receives and accepts 118 an Assignment and Acceptance entered into by the Lender that is the payee of such Note, as assignor, and an Eligible Assignee, as assignee, as provided in Section 8.0711.7; (iib) may consult with legal counsel (including counsel for the Borrowerany 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; (iiic) make makes no warranty or representation to any Lender Party and shall not be responsible to any Lender Party for any recitals, statements, warranties or representations (whether written or oral) made in or in connection with this Agreementthe Loan Documents; (ivd) shall not have any duty to ascertain or to inquire as to the performance, performance or observance or satisfaction of any of the terms, covenants or conditions of this Agreement any Loan Document or the KBC Loan Documents on the part of the Borrower or any of its Subsidiaries or the existence at any time of any Default Loan Party or to inspect the property (including the books and records) of the Borrower any Loan Party or of any of its SubsidiariesEuropean Borrowers; (ve) shall not be responsible to any Lender Party for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of this Agreement any lien or security interest created or purported to be created under or in connection with, any Loan Document or any other instrument or document furnished pursuant heretothereto; and (vif) shall incur no liability under or in respect of this Agreement any Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopier telegram, telecopy or telegramtelex) believed by it to be genuine and signed or sent by or on behalf of the proper party or parties; and (g) may employ agents or attorneys-in-fact and shall not be answerable for the negligence or misconduct of any such agent or attorneys-in-fact selected by it with reasonable care.

Agent’s Reliance, Etc. (a) Neither the Administrative Agent nor any Facility Agent nor any of its their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them such Facility Agent or the Administrative Agent under or in connection with this Agreement, except for (i) with the consent or at the direction of the Majority Facility Agents (or in the case of any Facility Agent, the Lenders and the LC Issuers within its Lender Group that have a majority of the aggregate Commitments of such Lender Group) or their own (ii) in the absence of such Person’s gross negligence or willful misconduct. Without limitation of limiting the generality of the foregoing, each of the AgentAdministrative Agent and the Facility Agents: (i) may treat the payee of any Note as the holder thereof until the Agent receives and accepts an Assignment and Acceptance entered into by the Lender that is the payee of such Note, as assignor, and an Eligible Assignee, as assignee, as provided in Section 8.07; (ii) may consult with legal counsel (including counsel for the Performance Guarantor, the Borrower, the Servicer or any other Affiliate of the Performance Guarantor), 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; (iiiii) make makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement; (iviii) shall not have any duty to ascertain or to inquire as to the performance, performance or observance or satisfaction of any of the terms, covenants or conditions of this Agreement on the part of the Borrower Performance Guarantor, the Borrower, the Servicer or any other Affiliate of its Subsidiaries or the existence at any time of any Default Performance Guarantor or to inspect the property (including the books and records) of the Borrower Performance Guarantor, the Borrower, the Servicer or any other Affiliate of its SubsidiariesPerformance Guarantor; (viv) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other instrument or document furnished pursuant hereto; and (viv) shall incur no liability under or in respect of this Agreement by acting upon any noticenotice (including notice by telephone), consent, certificate or other instrument or writing (which may be by telecopier or telegramfacsimile) believed by it to be genuine and signed or sent by the proper party or parties.. The Administrative Agent shall not be responsible to any Lender, LC Issuer, Facility Agent or other Person for (i) any recitals, representations, warranties or other statements made by any Transaction Party or any of their Affiliates, (ii) the value, validity, effectiveness, genuineness, enforceability or sufficiency of any Facility Document, (iii) any failure of any Transaction Party or any of their Affiliates to perform any obligation hereunder or under the other Facility Documents to which it is a party (or under any Contract), or (iv) the satisfaction of any condition specified in Article III. 100

Agent’s Reliance, Etc. Neither the any Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreementthe Loan Documents, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the each Agent: (ia) may treat the payee of any Note as the holder thereof until until, in the case of the Administrative Agent, the Administrative Agent receives and accepts an Assignment and Acceptance entered into by the Lender that is the payee of such Note, as assignor, and an Eligible Assignee, as assignee, or, in the case of any other Agent, such Agent has received notice from the Administrative Agent that it has received and accepted such Assignment and Acceptance, in each case as provided in Section 8.079.07; (iib) may consult with legal counsel (including counsel for the Borrowerany 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; (iiic) make makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreementthe Loan Documents; (ivd) shall not have any duty to ascertain or to inquire as to the performance, observance or satisfaction of any of the terms, covenants or conditions of this Agreement any Loan Document on the part of the Borrower or any of its Subsidiaries Loan Party or the existence at any time of any Default under the Loan Documents or to inspect the property (including the books and records) of the Borrower or any of its SubsidiariesLoan Party; (ve) 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 Loan Document or any other instrument or document furnished pursuant heretothereto; and (vif) shall incur no liability under or in respect of this Agreement any Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopier telegram, telecopy or telegramtelex) believed by it to be genuine and signed or sent by the proper party or parties.

Agent’s Reliance, Etc. Neither the Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Agent: (ia) may treat the payee of Lender that made any Note Advance as the holder thereof of the Debt resulting therefrom until the Agent receives and accepts an Assignment and Acceptance entered into by the Lender that is the payee of such NoteLender, as assignor, and an Eligible Assignee, as assignee, as provided in Section 8.079.06; (iib) may consult with legal counsel (including counsel for the BorrowerCompany), 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; (iiic) make makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement; (ivd) shall not have any duty to ascertain or to inquire as to the performance, observance or satisfaction of any of the terms, covenants or conditions of this Agreement on the part of the any Borrower or any of its Subsidiaries or the existence at any time of any Default or to inspect the property (including the books and records) of the any Borrower or the existence at any time of its Subsidiariesany Default; (ve) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security inertest created or purported to be created under or in connection with, this Agreement or any other instrument or document furnished pursuant hereto; and (vif) shall incur no liability under or in respect of this Agreement by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopier telecopier, telegram or telegramtelex) believed by it to be genuine and signed or sent by the proper party or parties.

Agent’s Reliance, Etc. Neither the No Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreementthe Loan Documents, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the AgentAgents: (ia) may treat the payee of Lender that made any Note Advance as the holder thereof of the Debt resulting therefrom until the such Agent receives and accepts an Assignment and Acceptance entered into by the Lender that is the payee of such NoteLender, as assignor, and an Eligible Assignee, as assignee, as provided in Section 8.07; (iib) may consult with legal counsel (including counsel for the Borrowerany 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; (iiic) make makes no warranty or representation to any Lender Party and shall not be responsible to any Lender Party for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreementthe Loan Documents; (ivd) shall not have any duty to ascertain or to inquire as to the performance, performance or observance or satisfaction of any of the terms, covenants or conditions of this Agreement any Loan Document on the part of the Borrower or any of its Subsidiaries or the existence at any time of any Default Loan Party or to inspect the property (including the books and records) of the Borrower or any of its SubsidiariesLoan Party; (ve) shall not be responsible to any Lender Party for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of this Agreement any lien or security interest created or purported to be created under or in connection with, any Loan Document or any other instrument or document furnished pursuant heretothereto; and (vif) shall incur no liability under or in respect of this Agreement any Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopier telegram, telecopy or telegramtelex) believed by it to be genuine and signed or sent by the proper party or parties.

Agent’s Reliance, Etc. Neither the Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreementany Loan Document, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Agent: (i) may treat the payee of Lender that made any Note Advance as the holder thereof of the Indebtedness resulting therefrom until the Agent receives and accepts an Assignment and Acceptance entered into by the Lender that is the payee of such NoteLender, as assignor, and an Eligible Assignee, as assignee, as provided in Section 8.07; (ii) may consult with legal counsel (including counsel for the Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (iii) make makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreementany Loan Document; (iv) shall not have any duty to ascertain or to inquire as to the performance, observance or satisfaction of any of the terms, covenants or conditions of this Agreement any Loan Document on the part of the Borrower or any of its Subsidiaries or the existence at any time of any Default or to inspect the property (including the books and records) of the Borrower or any of its SubsidiariesBorrower; (v) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement any Loan Document or any other instrument or document furnished pursuant heretohereto or thereto; and (vi) shall incur no liability under or in respect of this Agreement any Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopier telecopier, telegram or telegramtelex) believed by it to be genuine and signed or sent by the proper party or parties.

Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreementthe Loan Documents, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative Agent: (ia) may treat the payee of any Note as the holder thereof until the Administrative Agent receives and accepts an Assignment and Acceptance entered into by the Lender that is the payee of such Note, as assignor, and an Eligible Assignee, as assignee, as provided in Section 8.0711.7; (iib) may consult with legal counsel (including counsel for the Borrowerany Loan -92- 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; (iiic) make makes no warranty or representation to any Lender Party and shall not be responsible to any Lender Party for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreementthe Loan Documents; (ivd) shall not have any duty to ascertain or to inquire as to the performance, performance or observance or satisfaction of any of the terms, covenants or conditions of this Agreement any Loan Document on the part of the Borrower or any of its Subsidiaries or the existence at any time of any Default Loan Party or to inspect the property (including the books and records) of the Borrower or any of its SubsidiariesLoan Party; (ve) shall not be responsible to any Lender Party for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of this Agreement any lien or security interest created or purported to be created under or in connection with, any Loan Document or any other instrument or document furnished pursuant heretothereto; and (vif) shall incur no liability under or in respect of this Agreement any Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopier telegram, telecopy or telegramtelex) believed by it to be genuine and signed or sent by the proper party or parties.

Agent’s Reliance, Etc. Neither the any Agent nor any of its their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreementthe Loan Documents, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the each Agent: (ia) may treat the payee of any Note as the holder thereof until until, in the case of the Administrative Agent, the Administrative Agent receives and accepts an Assignment and Acceptance entered into by the Lender that is the payee of such Note, as assignor, and an Eligible Assignee, as assignee, or, in the case of any other Agent, such Agent has received notice from the Administrative Agent that it has received and accepted such Assignment and Acceptance, in each case as provided in Section 8.079.07; (iib) may consult with legal counsel (including counsel for the Borrowerany 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; (iiic) make makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreementthe Loan Documents; (ivd) shall not have any duty to ascertain or to inquire as to the performance, observance or satisfaction of any of the terms, covenants or conditions of this Agreement any Loan Document on the part of the Borrower or any of its Subsidiaries Loan Party or the existence at any time of any Default under the Loan Documents or to inspect the property (including the books and records) of the Borrower or any of its SubsidiariesLoan Party; (ve) 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 Loan Document or any other instrument or document furnished pursuant heretothereto; and (vif) shall incur no liability under or in respect of this Agreement any Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopier telegram, telecopy or telegramelectronic communication) believed by it to be genuine and signed or sent by the proper party or parties.

Agent’s Reliance, Etc. Neither the Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them as Agent under or in connection with this AgreementAgreement or any other Purchase Document (including, without limitation, the Agent's servicing, administering or collecting Pool Receivables as Collection Agent pursuant to Section 6.01), except for its or their own gross negligence or willful misconduct. Without limitation of the generality of limiting the foregoing, the Agent: (i) may treat the payee of any Note as the holder thereof until the Agent receives and accepts an Assignment and Acceptance entered into by the Lender that is the payee of such Note, as assignor, and an Eligible Assignee, as assignee, as provided in Section 8.07; (ii) may consult with legal counsel (including counsel for the BorrowerSeller or any of its Affiliates), 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; (iiiii) make makes no warranty or representation to any Lender Owner and shall not be responsible to any Lender Owner for any statements, warranties or representations (whether written or oral) made in or in connection with this AgreementAgreement or any other Purchase Document or other instrument or document furnished pursuant hereto; (iviii) shall not have any duty to ascertain or to inquire as to the performance, performance or observance or satisfaction of any of the terms, covenants or conditions of this Agreement or any other Purchase Document or other instrument or document furnished pursuant hereto on the part of the Borrower or any of its Subsidiaries or the existence at any time of any Default Seller or to inspect the property (including the books and records) of the Borrower or any of its SubsidiariesSeller; (viv) shall not be responsible to any Lender Owner for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement Agreement, the Certificate or any other Purchase Document or other instrument or document furnished pursuant heretohereto or the perfection, priority or value of any ownership interest created or purported to be created hereunder; and (viv) shall incur no liability under or in respect of this Agreement or any other Purchase Document or other instrument or document furnished pursuant hereto by acting upon any noticenotice (including notice by telephone), consent, certificate or other instrument or writing (which may be by telecopier or telegramtelex) believed by it to be genuine and signed or sent by the proper party or parties.

Agent’s Reliance, Etc. Neither the any Agent nor any of its their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreementthe Loan Documents, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the each Agent: (ia) may treat the payee of any Note as the holder thereof until until, in the case of the Administrative Agent, the Administrative Agent receives and accepts an Assignment and Acceptance entered into by the Lender that is the payee of such Note, as assignor, and an Eligible Assignee, as assignee, or, in the case of any other Agent, such Agent has received notice from the Administrative Agent that it has received and accepted such Assignment and Acceptance, in each case as provided in Section 8.07; (iib) may consult with legal counsel (including counsel for the Borrowerany 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; (iiic) make makes no warranty or representation to any Lender Party and shall not be responsible to any Lender Party for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreementthe Loan Documents; (ivd) shall not have any duty to ascertain or to inquire as to the performance, observance or satisfaction of any of the terms, covenants or conditions of this Agreement any Loan Document on the part of the Borrower or any of its Subsidiaries Loan Party or the existence at any time of any Default under the Loan Documents or to inspect the property (including the books and records) of the Borrower or any of its SubsidiariesLoan Party; (ve) shall not be responsible to any Lender Party for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of this Agreement any lien or security interest created or purported to be created under or in connection with, any Loan Document or any other instrument or document furnished pursuant heretothereto; and (vif) shall incur no liability under or in respect of this Agreement any Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopier telegram, telecopy or telegramelectronic communication) believed by it to be genuine and signed or sent by the proper party or parties.

Agent’s Reliance, Etc. Neither the any Agent nor any of its their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreementthe Loan Documents, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the each Agent: (ia) may treat the payee of any Note as the holder thereof until until, in the case of the Administrative Agent, the Administrative Agent receives and accepts an Assignment and Acceptance entered into by the Lender that is the payee of such Note, as assignor, and an Eligible Assignee, as assignee, or, in the case of any other Agent, such Agent has received notice from the Administrative Agent that it has received and accepted such Assignment and Acceptance, in each case as provided in Section 8.07; (iib) may consult with legal counsel (including counsel for the Borrowerany 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 104 such counsel, accountants or experts; (iiic) make makes no warranty or representation to any Lender Party and shall not be responsible to any Lender Party for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreementthe Loan Documents; (ivd) shall not have any duty to ascertain or to inquire as to the performance, observance or satisfaction of any of the terms, covenants or conditions of this Agreement any Loan Document on the part of the Borrower or any of its Subsidiaries Loan Party or the existence at any time of any Default under the Loan Documents or to inspect the property (including the books and records) of the Borrower or any of its SubsidiariesLoan Party; (ve) shall not be responsible to any Lender Party for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of this Agreement any lien or security interest created or purported to be created under or in connection with, any Loan Document or any other instrument or document furnished pursuant heretothereto; and (vif) shall incur no liability under or in respect of this Agreement any Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopier telegram, telecopy or telegramelectronic communication) believed by it to be genuine and signed or sent by the proper party or parties.

Agent’s Reliance, Etc. Neither the any Agent nor any of its their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreementthe Loan Documents, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the each Agent: (ia) may treat the payee of any Note as the holder thereof until until, in the case of the Administrative Agent, the Administrative Agent receives and accepts an Assignment and Acceptance entered into by the Lender that is the payee of such Note, as assignor, and an Eligible Assignee, as assignee, or, in the case of any other Agent, such Agent has received notice from the Administrative Agent that it has received and accepted such Assignment and Acceptance, in each case as provided in Section 8.079.07; (iib) may consult with legal counsel (including counsel for the Borrowerany 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; (iiic) make makes no warranty or representation to any Lender Party and shall not be responsible to any Lender Party for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreementthe Loan Documents; (ivd) shall not have any duty to ascertain or to inquire as to the performance, observance or satisfaction of any of the terms, covenants or conditions of this Agreement any Loan Document on the part of the Borrower or any of its Subsidiaries Loan Party or the existence at any time of any Default under the Loan Documents or to inspect the property (including the books and records) of the Borrower or any of its SubsidiariesLoan Party; (ve) shall not be responsible to any Lender Party for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of this Agreement any lien or security interest created or purported to be created under or in connection with, any Loan Document or any other instrument or document furnished pursuant heretothereto; and (vif) shall incur no liability under or in respect of this Agreement any Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopier telegram, telecopy or telegramelectronic communication) believed by it to be genuine and signed or sent by the proper party or parties.

Agent’s Reliance, Etc. Neither the any Agent nor any Issuing Bank nor any of its their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreementthe Loan Documents, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the each Agent: (ia) may treat the payee of any Note as the holder thereof until the Agent Wachovia receives and accepts an Assignment and Acceptance entered into by the Lender that is the payee of such Note, as assignor, and an Eligible Assignee, as assignee, as provided in Section 8.07; (iib) may consult with legal counsel (including counsel for the Borrowerany 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; (iiic) make makes no warranty or representation to any Lender Party and shall not be responsible to any Lender Party for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreementthe Loan Documents; (ivd) shall not have any duty to ascertain or to inquire as to the performance, observance or satisfaction of any of the terms, covenants or conditions of this Agreement any Loan Document on the part of the Borrower or any of its Subsidiaries Loan Party or the existence at any time of any Default under the Loan Documents or to inspect the property (including the books and records) of the Borrower or any of its SubsidiariesLoan Party; (ve) shall not be responsible to any Lender Party for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of this Agreement any lien or security interest created or purported to be created under or in connection with, any Loan Document or any other instrument or document furnished pursuant heretothereto; and (vif) shall incur no liability under or in respect of this Agreement any Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopier telegram, telecopy or telegramtelex) believed by it to be genuine and signed or sent by the proper party or parties.

Agent’s Reliance, Etc. Neither the Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Agent: (i) may treat the payee of Lender that made any Note Advance as the holder thereof of the Debt resulting therefrom until the Agent receives and accepts an Assignment and Acceptance entered into by the Lender that is the payee of such NoteLender, as assignor, and an Eligible Assignee, as assignee, as provided in Section 8.07; (ii) may consult with legal counsel (including counsel for the Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (iii) make makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement; (iv) shall not have any duty to ascertain or to inquire as to the performance, observance or satisfaction of any of the terms, covenants or conditions of this Agreement on the part of the Borrower or any of its Subsidiaries or the existence at any time of any Default or to inspect the property (including the books and records) of the Borrower or any of its SubsidiariesBorrower; (v) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, this Agreement or any other instrument or document furnished pursuant hereto; and (vi) shall incur no liability under or in respect of this Agreement by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopier or telegramtelecopier) believed by it to be genuine and signed or sent by the proper party or parties.

Agent’s Reliance, Etc. Neither the Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Agent: (i) may treat the payee of Lender that made any Note Advance as the holder thereof of the Debt resulting therefrom until the Agent receives and accepts an Assumption Agreement entered into by an Assuming Lender as provided in Section 2.18 or an Assignment and Acceptance entered into by the Lender that is the payee of such NoteLender, as assignor, and an Eligible Assignee, as assignee, as provided in Section 8.079.07; (ii) may consult with legal counsel (including counsel for the Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (iii) make makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement; (iv) shall not have any duty to ascertain or to inquire as to the performance, observance or satisfaction of any of the terms, covenants or conditions of this Agreement on the part of the Borrower or any of its Subsidiaries Loan Party or the existence at any time of any Default or to inspect the property (including the books and records) of the Borrower or any of its SubsidiariesLoan Party; (v) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, this Agreement or any other instrument or document furnished pursuant hereto; and (vi) shall incur no liability under or in respect of this Agreement by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopier or telegram) believed by it to be genuine and signed or sent by the proper party or parties.

Agent’s Reliance, Etc. Neither the Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement, except for its or their own gross negligence or willful misconduct. Without 38 limitation of the generality of the foregoing, the Agent: (i) may treat the payee of any Note as the holder thereof until the Agent receives and accepts an Assignment and Acceptance entered into by the Lender that is the payee of such Note, as assignor, and an Eligible Assignee, as assignee, as provided in Section 8.07; (ii) may consult with legal counsel (including counsel for the Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (iii) make makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement; (iv) shall not have any duty to ascertain or to inquire as to the performance, performance or observance or satisfaction of any of the terms, covenants or conditions of this Agreement on the part of the Borrower or any of its Subsidiaries or the existence at any time of any Default or to inspect the property (including the books and records) of the Borrower or any of its SubsidiariesBorrower; (v) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of this Agreement any lien or security interest created or purported to be created under or in connection with, any Loan Document or any other instrument or document furnished pursuant hereto; and (vi) shall incur no liability under or in respect of this Agreement by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopier telecopier, telegram or telegramtelex) believed by it to be genuine and signed or sent by the proper party or parties.

Agent’s Reliance, Etc. Neither the Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Agent: (i) may treat the payee of Lender that made any Note Revolving Credit Advance as the holder thereof of the Debt resulting therefrom until the Agent receives and accepts an Assignment and Acceptance entered into by the Lender that is the payee of such NoteLender, as assignor, and an Eligible Assignee, as assignee, as provided in Section 8.078.7; (ii) may consult with legal counsel (including counsel for the Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (iii) make makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement; (iv) shall not have any duty to ascertain or to inquire as to the performance, observance or satisfaction of any of the terms, covenants or conditions of this Agreement on the part of the Borrower or any of its Subsidiaries or the existence at any time of any Default or to inspect the property (including the books and records) of the Borrower or any of its SubsidiariesBorrower; (v) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, this Agreement or any other instrument or document furnished pursuant hereto; and (vi) shall incur no liability under or in respect of this Agreement by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopier telecopier, telegram or telegramtelex) believed by it to be genuine and signed or sent by the proper party or parties; (vii) shall not be subject to any fiduciary or implied duties, regardless of whether a Default has occurred and is continuing; and (viii) shall not be responsible for or have any duty to ascertain or inquire into the satisfaction of any condition set forth in Article III or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Agent. The Agent shall not be deemed to have knowledge of any Default unless and until notice describing such Default is given to the Agent by the Borrower or a Lender.

Agent’s Reliance, Etc. Neither None of the Agent Administrator and the Purchaser Agents, nor any of its their respective directors, officers, agents or employees 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, Agreement except for its or their such Person’s own gross negligence or willful misconduct. Without limitation Each of the generality of the foregoing, the Administrator and each Purchaser Agent: (i) may treat the payee of any Note as the holder thereof until the Agent receives and accepts an Assignment and Acceptance entered into by the Lender that is the payee of such Note, as assignor, and an Eligible Assignee, as assignee, as provided in Section 8.07; (ii) may consult with legal counsel (including counsel for the BorrowerSeller), 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; (iiiii) make makes no warranty or representation to any Lender Purchaser or Purchaser Agent and shall not be responsible to any Lender Purchaser or Purchaser Agent for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement; (iviii) shall not have any duty to ascertain or to inquire as to the performance, performance or observance or satisfaction of any of the terms, covenants or conditions of this Agreement on the part of the Borrower any Celanese Party or any of its Subsidiaries or the existence at any time of any Default Sub-Servicer or to inspect the property (including the books and records) of the Borrower any Celanese Party or any of its SubsidiariesSub-Servicer; (viv) 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 instrument or document furnished pursuant hereto; and (viv) shall incur no liability under or in respect of this Agreement or any other Transaction Document by acting upon any noticenotice (including notice by telephone), consent, certificate or other instrument or writing (which may be by telecopier or telegramfacsimile) believed by it to be genuine and signed or sent 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 LC Banks, xxx/xx all of the Purchasers). Without limiting the foregoing, (x) none of the Purchasers and the Purchaser Agents shall have any right of action whatsoever against the Administrator as a result of the Administrator acting or refraining from acting under this Agreement or any of the other Transaction Documents in accordance with the instructions of the Majority Purchaser Agent and (y) none of the Purchasers in a Purchaser Agent’s Purchaser Group shall have any right of action whatsoever against such Purchaser Agent as a result of such Purchaser Agent acting or refraining from acting under this Agreement or any of the other Transaction Documents in accordance with the instructions of the Purchasers within such Purchaser Agent’s Purchaser Group with a majority of the Commitments of such Purchaser Group. The Administrator shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement in accordance with a request of the required Purchasers or required Purchaser Agents, and such request and any action taken or failure to act pursuant thereto shall be binding upon all Purchasers, all Purchaser Agents and the Administrator. Each Purchaser Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement in accordance with a request of the Purchasers in such Purchaser Agent’s Purchaser Group with a majority of the Commitments of such Purchaser Group, and any such request and any action taken or failure to act pursuant thereto shall be binding upon all the Purchasers in such Purchaser Agent’s Purchaser Group and such Purchaser Agent.

Agent’s Reliance, Etc. Neither the Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreementthe Loan Documents, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Agent: (ia) may treat the payee of any Note as the holder thereof until the Agent receives and accepts an Assignment and Acceptance entered into by the Lender that is the payee of such Note, as assignor, and an Eligible Assignee, as assignee, as provided in Section 8.07; (iib) may consult with legal counsel (including counsel for the Borrowerany 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; (iiic) make makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreementthe Loan Documents; (ivd) shall not have any duty to ascertain or to inquire as to the performance, performance or observance or satisfaction of any of the terms, covenants or conditions of this Agreement any Loan Document on the part of the Borrower or any of its Subsidiaries or the existence at any time of any Default Loan Party or to inspect the property (including the books and records) of the Borrower or any of its SubsidiariesLoan Party; (ve) 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 Loan Document or any other instrument or document furnished pursuant heretothereto; and (vif) shall incur no liability under or in respect of this Agreement any Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopier telegram, telecopy or telegramtelex) believed by it to be genuine and signed or sent by the proper party or parties.

Agent’s Reliance, Etc. Neither the Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Agent: (i) may treat the payee of Lender that made any Note Advance as the holder thereof of the Debt resulting therefrom until the Agent receives and accepts an Assignment and Acceptance entered into by the Lender that is the payee of such NoteLender, as assignor, and an Eligible Assignee, as assignee, as provided in Section 8.079.07; (ii) may consult with legal counsel (including counsel for the Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (iii) make makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement; (iv) shall not have any duty to ascertain or to inquire as to the performance, observance or satisfaction of any of the terms, covenants or conditions of this Agreement on the part of the Borrower or any of its Subsidiaries or the existence at any time of any Default or to inspect the property (including the books and records) of the Borrower or any of its SubsidiariesBorrower; (v) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, this Agreement or any other instrument or document furnished pursuant hereto; and (vi) shall incur no liability under or in respect of this Agreement by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopier telecopier, telegram or telegramtelex) believed by it to be genuine and signed or sent by the proper party or parties.

Agent’s Reliance, Etc. Neither the No Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreementthe Loan Documents, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the AgentAgents: (ia) may treat the payee of Lender that made any Note Advance as the holder thereof of the Debt resulting therefrom until the such Agent receives and accepts an Assignment and Acceptance entered into by the Lender that is the payee of such NoteLender, as assignor, and an Eligible Assignee, as assignee, as provided in Section 8.07; (iib) may consult with legal counsel (including counsel for the Borrowerany 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; (iiic) make makes no warranty or representation to any Lender Party and shall not be responsible to any Lender Party for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreementthe Loan Documents; (ivd) shall not have any duty to ascertain or to inquire as to the performance, performance or observance or satisfaction of any of the terms, covenants or conditions of this Agreement any Loan Document on the part of the Borrower or any of its Subsidiaries or the existence at any time of any Default Loan Party or to inspect the property (including the books and records) of the Borrower or any of its SubsidiariesLoan Party; (ve) shall not be responsible to any Lender Party for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of this Agreement any lien or security interest created or purported to be created under or in connection with, any Loan Document or any other instrument or document furnished pursuant heretothereto; and (vif) shall incur no liability under or in respect of this Agreement any Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopier or telegramtelecopy) believed by it to be genuine and signed or sent by the proper party or parties.

Agent’s Reliance, Etc. Neither the Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Agent: (i) may treat the payee of any Note as the holder thereof until the Agent receives and accepts an Assignment and Acceptance entered into by the Lender that is the payee of such Note, Note as assignor, and an Eligible Assignee, as assignee, as provided in Section 8.079.02; (ii) may consult with legal counsel (including counsel for the a Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (iii) make makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement; (iv) shall not have any duty to ascertain or to inquire as to the performance, observance or satisfaction of any of the terms, covenants or conditions of this Agreement on the part of the any Borrower or any of its Subsidiaries or the existence at any time of any event which constitutes, or with the passage of time would constitute, an Event of Default or to inspect the property (including the books and records) of the Borrower or any of its SubsidiariesBorrower; (v) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created in under or in connection with, this Agreement or any other instrument or document furnished pursuant hereto; and (vi) shall incur no liability under or in respect of this Agreement by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopier or telegramtelecopier) believed by it to be genuine and signed or sent by the proper party or parties.

Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreementthe Loan Documents, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative Agent: (ia) may treat the payee of any Note as the holder thereof until the Administrative Agent receives and accepts an Assignment and Acceptance entered into by the Lender that is the payee of such Note, as assignor, and an Eligible Assignee, as assignee, as provided in Section 8.0711.7; (iib) may consult with legal counsel (including counsel for the Borrowerany Loan Party), independent public accountants and other experts reasonably 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; (iiic) make makes no warranty or representation to any Lender Party and shall not be responsible to any Lender Party for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreementthe Loan Documents; (ivd) shall not have any duty to ascertain or to inquire as to the performance, performance or observance or satisfaction of any of the terms, covenants or conditions of this Agreement any Loan Document on the part of the Borrower or any of its Subsidiaries or the existence at any time of any Default Loan Party or to inspect the property (including 122 115 the books and records) of the Borrower or any of its SubsidiariesLoan Party; (ve) shall not be responsible to any Lender Party for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of this Agreement any Lien or security interest created or purported to be created under or in connection with, any Loan Document or any other instrument or document furnished pursuant heretothereto; and (vif) shall incur no liability under or in respect of this Agreement any Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopier telegram, telecopy or telegramtelex) believed by it to be genuine and signed or sent by the proper party or parties.

Agent’s Reliance, Etc. Neither the Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Agent: (i) may treat the payee of Lender that made any Note Advance as the holder thereof of the Debt resulting therefrom until the Agent receives and accepts an Assignment and Acceptance entered into by the Lender that is the payee of such NoteLender, as assignor, and an Eligible Assignee, as assignee, as provided in Section 8.079.07; (ii) may consult with legal counsel (including counsel for the BorrowerBorrower or the Guarantor), 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; (iii) make makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement; (iv) shall not have any duty to ascertain or to inquire as to the performance, observance or satisfaction of any of the terms, covenants or conditions of this Agreement on the part of the Borrower or any of its Subsidiaries the Guarantor or the existence at any time of any Default or to inspect the property (including the books and records) of the Borrower or any of its Subsidiariesthe Guarantor; (v) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other instrument or document furnished pursuant hereto; and (vi) shall incur no liability under or in respect of this Agreement by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopier 52 telecopier, telegram or telegramtelex) believed by it to be genuine and signed or sent by the proper party or parties.

Agent’s Reliance, Etc. Neither the Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Agent: (i) may treat the payee of any Note as the holder thereof until the Agent receives and accepts an Assignment and Acceptance entered into by the Lender that is the payee of such Note, Note as assignor, and an Eligible Assignee, as assignee, as provided in Section 8.078.02; (ii) may consult with legal counsel (including counsel for the Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (iii) make makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement; (iv) shall not have any duty to ascertain or to inquire as to the performance, observance or satisfaction of any of the terms, covenants or conditions of this Agreement on the part of the Borrower or any of its Subsidiaries or the existence at any time of any event which constitutes, or with the passage of time would constitute, an Event of Default or to inspect the property (including the books and records) of the Borrower or any of its SubsidiariesBorrower; (v) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created in under or in connection with, this Agreement or any other instrument or document furnished pursuant hereto; and (vi) shall incur no liability under or in respect of this Agreement by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopier telecopier, telegram or telegramtelex) believed by it to be genuine and signed or sent by the proper party or parties.

Agent’s Reliance, Etc. Neither the any Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreementthe Loan Documents, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the each Agent: (ia) in the case of the Administrative Agent, may treat the payee of any Note as the holder thereof until the Administrative Agent receives and accepts an Accession Agreement entered into by an Acceding Lender as provided in Section 2.19 or an Assignment and Acceptance entered into by the Lender that is the payee of such Note, as assignor, and an Eligible Assignee, as assignee, or, in the case of any other Agent, such Agent has received notice from the Administrative Agent that it has received and accepted such Assignment and Acceptance as provided in Section 8.079.07; (iib) may consult with legal counsel (including counsel for the Borrowerany 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; (iiic) make makes no warranty or representation to any Lender Party and shall not be responsible to any Lender Party for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreementthe Loan Documents; (ivd) shall not have any duty to ascertain or to inquire as to the performance, observance or satisfaction of any of the terms, covenants or conditions of this Agreement any Loan Document on the part of the Borrower or any of its Subsidiaries Loan Party or the existence at any time of any Default under the Loan Documents or to inspect the property (including the books and records) of the Borrower or any of its SubsidiariesLoan Party; (ve) shall not be responsible to any Lender Party for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of this Agreement any lien or security interest created or purported to be created under or in connection with, any Loan Document or any other instrument or document furnished pursuant heretothereto; and (vif) shall incur no liability under or in respect of this Agreement any Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopier telecopy or telegramemail or other electronic communication) believed by it to be genuine and signed or sent by the proper party or parties; and (g) shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or Applicable Law, including for the avoidance of doubt, any action that may be in violation of the automatic stay under any Bankruptcy Law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Bankruptcy Law.

Agent’s Reliance, Etc. (a) Neither the Administrative Agent nor any Facility Agent nor any of its their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them such Facility Agent or the Administrative Agent under or in connection with this Agreement, except for (i) with the consent or at the direction of the Majority Facility Agents (or in the case of any Facility Agent, the Lenders and the LC Issuers within its Lender Group that have a majority of the aggregate Commitments of such Lender Group) or their own (ii) in the absence of such Person’s gross negligence or willful misconduct. Without limitation of limiting the generality of the foregoing, each of the AgentAdministrative Agent and the Facility Agents: (i) may treat the payee of any Note as the holder thereof until the Agent receives and accepts an Assignment and Acceptance entered into by the Lender that is the payee of such Note, as assignor, and an Eligible Assignee, as assignee, as provided in Section 8.07; (ii) may consult with legal counsel (including counsel for the Performance Guarantor, the Borrower, the Servicer or any other Affiliate of the Performance Guarantor), 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; (iiiii) make makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement; (iviii) shall not have any duty to ascertain or to inquire as to the performance, performance or observance or satisfaction of any of the terms, covenants or conditions of this Agreement on the part of the Borrower Performance Guarantor, the Borrower, the Servicer or any other Affiliate of its Subsidiaries or the existence at any time of any Default Performance Guarantor or to inspect the property (including the books and records) of the Borrower Performance Guarantor, the Borrower, the Servicer or any other Affiliate of its SubsidiariesPerformance Guarantor; (viv) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other instrument or document furnished pursuant hereto; and (viv) shall incur no liability under or in respect of this Agreement by acting upon any noticenotice (including notice by telephone), consent, certificate or other instrument or writing (which may be by telecopier or telegramfacsimile) believed by it to be genuine and signed or sent by the proper party or parties.. The Administrative Agent shall not be responsible to any Lender, LC Issuer, Facility Agent or other Person for (i) any recitals, representations, warranties or other statements made by any Transaction Party or any of their Affiliates, (ii) the value, validity, effectiveness, genuineness, enforceability or sufficiency of any Facility Document, (iii) any failure of any Transaction Party or any of their Affiliates to perform any obligation hereunder or under the other Facility Documents to which it is a party (or under any Contract), or (iv) the satisfaction of any condition specified in Article III. 106

Agent’s Reliance, Etc. Neither the Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Agent: (i) may treat the payee of any Note as the holder thereof until the Agent receives and accepts an Assignment and Acceptance entered into by the Lender that is the payee of such Note, as assignor, and an Eligible Assignee, as assignee, as provided in any assignee pursuant to Section 8.079.07; (ii) may consult with legal counsel (including counsel for either of the BorrowerBorrowers), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (iii) make makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement; (iv) shall not have any duty to ascertain or to inquire as to the performance, performance or observance or satisfaction of any of the terms, covenants or conditions of this Agreement on the part of either of the Borrower or any of its Subsidiaries or the existence at any time of any Default Borrowers or to inspect the property (including the books and records) of either of the Borrower or any of its SubsidiariesBorrowers; (v) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, this Agreement or any other instrument or document furnished pursuant hereto; and (vi) shall incur no liability under or in respect of this Agreement by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopier telecopier, telegram, cable or telegramtelex) believed by it to be genuine and signed or sent by the proper party or parties.

Agent’s Reliance, Etc. Neither the Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Agent: (i) may treat the payee of Lender that made any Note Advance as the holder thereof of the Debt resulting therefrom until the Agent receives and accepts an Assignment and Acceptance entered into by the Lender that is the payee of such NoteLender, as assignor, and an Eligible Assignee, as assignee, as provided in Section 8.07; (ii) may consult with legal counsel (including counsel for the Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (iii) make makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement; (iv) shall not have any duty to ascertain or to inquire as to the performance, observance or satisfaction of any of the terms, covenants or conditions of this Agreement on the part of the Borrower or any of its Subsidiaries or the existence at any time of any Default or to inspect the property (including the books and records) of the Borrower or any of its SubsidiariesBorrower; (v) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of this Agreement any lien or security interest created or purported to be created under or in connection with, any Loan Document or any other instrument or document furnished pursuant hereto; and (vi) shall incur no liability under or in respect of this Agreement any Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopier telecopier, telegram or telegramtelex) believed by it to be genuine and signed or sent by the proper party or parties.

Agent’s Reliance, Etc. Neither the any Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreementthe Loan Documents, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the each Agent: (ia) may treat the payee of any Note as the holder thereof until until, in the case of the Administrative Agent, the Administrative Agent receives and accepts an Assignment and Acceptance entered into by the Lender that is the payee of such Note, as assignor, and an Eligible Assignee, as assignee, or, in the case of any other Agent, such Agent has received notice from the Administrative Agent that it has received and accepted such Assignment and Acceptance, in each case as provided in Section 8.079.07; (iib) may consult with legal counsel (including counsel for the Borrowerany 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; (iiic) make makes no warranty or representation to any Lender Party and shall not be responsible to any Lender Party for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreementthe Loan Documents; (ivd) shall not have any duty to ascertain or to inquire as to the performance, observance or satisfaction of any of the terms, covenants or conditions of this Agreement any Loan Document on the part of the Borrower or any of its Subsidiaries Loan Party or the existence at any time of any Default under the Loan Documents or to inspect the property (including the books and records) of the Borrower or any of its SubsidiariesLoan Party; (ve) shall not be responsible to any Lender Party for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of this Agreement any lien or security interest created or purported to be created under or in connection with, any Loan Document or any other instrument or document furnished pursuant heretothereto; and (vif) shall incur no liability under or in respect of this Agreement any Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopier telegram, telecopy or telegramtelex) believed by it to be genuine and signed or sent by the proper party or parties.

Agent’s Reliance, Etc. Neither the any Agent nor any of its their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreementthe Loan Documents, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the each Agent: (ia) may treat the payee of any Note as the holder thereof until until, in the case of the Administrative Agent, the Administrative Agent receives and accepts an Assignment and Acceptance entered into by the Lender that is the payee of such Note, as assignor, and an Eligible Assignee, as assignee, or, in the case of any other Agent, such Agent has received notice from the Administrative Agent that it has received and accepted such Assignment and Acceptance, in each case as provided in Section 8.079.07; (iib) may consult with legal counsel (including counsel for the Borrowerany 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; (iiic) make makes no warranty or representation to any Lender Party and shall not be responsible to any Lender Party for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreementthe Loan Documents; (ivd) shall not have any duty to ascertain or to inquire as to the performance, observance or satisfaction of any of the terms, covenants or conditions of this Agreement any Loan Document on the part of the Borrower or any of its Subsidiaries Loan Party or the existence at any time of any Default under the Loan Documents or to inspect the property (including the books and records) of the Borrower or any of its SubsidiariesLoan Party; (ve) shall not be responsible to any Lender Party for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of this Agreement any lien or security interest created or purported to be created under or in connection with, any Loan Document or any other instrument or document furnished pursuant heretothereto; and (vif) shall incur no liability under or in respect of this Agreement any Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopier telegram, telecopy or telegramtelex) believed by it to be genuine and signed or sent by the proper party or parties.. 102 Amended and Restated KCSR Credit Agreement

Agent’s Reliance, Etc. Neither the Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Agent: (i) may treat the payee of Lender that made any Note Advance as the holder thereof of the Debt resulting therefrom until the Agent receives and accepts an Assignment and Acceptance entered into by the Lender that is the payee of such NoteLender, as assignor, and an Eligible Assignee, as assignee, as provided in Section 8.079.07; (ii) may consult with legal counsel (including counsel for the Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (iii) make makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement; (iv) shall not have any duty to ascertain or to inquire as to the performance, performance or observance or satisfaction of any of the terms, covenants or conditions of this Agreement on the part of the Borrower or any of its Subsidiaries or the existence at any time of any Default Loan Party or to inspect the property (including the books and records) of the Borrower or any of its SubsidiariesLoan Party except as specifically set forth in this Agreement; (v) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, this Agreement or any other instrument or document furnished pursuant hereto; and (vi) shall incur no liability under or in respect of this Agreement by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopier or telegramfacsimile) believed by it to be genuine and signed or sent by the proper party or parties.

Agent’s Reliance, Etc. Neither None of the Agent Administrator and the Purchaser Agents, nor any of its their respective directors, officers, agents or employees 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, Agreement except for its or their such Person’s own gross negligence or willful misconduct. Without limitation Each of the generality of the foregoing, the Administrator and each Purchaser Agent: (i) may treat the payee of any Note as the holder thereof until the Agent receives and accepts an Assignment and Acceptance entered into by the Lender that is the payee of such Note, as assignor, and an Eligible Assignee, as assignee, as provided in Section 8.07; (ii) may consult with legal counsel (including counsel for the BorrowerSeller), 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; (iiiii) make makes no warranty or representation to any Lender Purchaser or Purchaser Agent and shall not be responsible to any Lender Purchaser or Purchaser Agent for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement; (iviii) shall not have any duty to ascertain or to inquire as to the performance, performance or observance or satisfaction of any of the terms, covenants or conditions of this Agreement on the part of the Borrower any Celanese Party or any of its Subsidiaries or the existence at any time of any Default Sub-Servicer or to inspect the property (including the books and records) of the Borrower any Celanese Party or any of its SubsidiariesSub-Servicer; (viv) 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 instrument or document furnished pursuant hereto; and (viv) shall incur no liability under or in respect of this Agreement or any other Transaction Document by acting upon any noticenotice (including notice by telephone), consent, certificate or other instrument or writing (which may be by telecopier or telegramfacsimile) believed by it to be genuine and signed or sent 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 XX Xxxxx, and/or all of the Purchasers). Without limiting the foregoing, (x) none of the Purchasers and the Purchaser Agents shall have any right of action whatsoever against the Administrator as a result of the Administrator acting or refraining from acting under this Agreement or any of the other Transaction Documents in accordance with the instructions of the Majority Purchaser Agent and (y) none of the Purchasers in a Purchaser Agent’s Purchaser Group shall have any right of action whatsoever against such Purchaser Agent as a result of such Purchaser Agent acting or refraining from acting under this Agreement or any of the other Transaction Documents in accordance with the instructions of the Purchasers within such Purchaser Agent’s Purchaser Group with a majority of the Commitments of such Purchaser Group. The Administrator shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement in accordance with a request of the required Purchasers or required Purchaser Agents, and such request and any action taken or failure to act pursuant thereto shall be binding upon all Purchasers, all Purchaser Agents and the Administrator. Each Purchaser Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement in accordance with a request of the Purchasers in such Purchaser Agent’s Purchaser Group with a majority of the Commitments of such Purchaser Group, and any such request and any action taken or failure to act pursuant thereto shall be binding upon all the Purchasers in such Purchaser Agent’s Purchaser Group and such Purchaser Agent.

Agent’s Reliance, Etc. Neither the any Agent nor any of its their respective directors, officers, agents or employees employeesRelated Parties shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreementthe Credit Documents, except for its (i) with the consent or their at the request of the Requisite Lenders (or such other number or percentage of the Lenders as shall be necessary, or as such Agent shall believe in good faith shall be necessary) (and such consent or request and such action or action not taken pursuant thereto shall be binding upon all the Lenders) or (ii) in the absence of such Agent’s own gross negligence or willful misconductmisconduct as determined by a court of competent jurisdiction in a final and non-appealable judgment (which shall not include any action taken or omitted to be taken in accordance with clause (i), for which such Agent shall have no liability). Without limitation of to the generality of the foregoing, the each Agent: (ia) may treat the payee of any Note as the holder thereof until until, in the case of the Administrative Agent, the Administrative Agent receives and accepts an Assignment and Acceptance Agreement entered into by the Lender that is the payee of such Note, as assignor, and an Eligible Assignee, as assignee, or, in the case of the Collateral Agent, such Agent has received notice from the Administrative Agent that it has received and accepted such Assignment Agreement, in each case as provided in Section 8.0710.4; (iib) may consult with legal counsel (including counsel for the Borrowerany Credit Party), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (iiic) make makes no warranty or representation to any Lender and Secured Party and; (d) shall not be responsible to any Lender Secured Party for any statements, warranties or representations representationsor liable for or have any duty to ascertain or to inquire into or monitor (i) any recital, statement, warranty or representation (whether written or oral) made in or in connection with this Agreementthe Credit Documents; (ivd) shall not have any duty to ascertain or to inquire as to to, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance, observance or satisfaction of any of the terms, covenants covenants, agreements, or conditions of this Agreement on any Credit Document on, the part of any Credit Partyuse of proceeds of the Borrower or any of its Subsidiaries Loans, or the existence at any time of any Default or Event of Default under the Credit Documents or to inspect the property (including the books and records) of any Credit Party, and shall be deemed to have no knowledge of any Default or Event of Default unless such Agent shall have received notice thereof in writing, stating that such notice is a “notice of default,” from a Lender or a Credit Party stating that a Default or Event of Default has occurred and specifying the Borrower or any of its Subsidiariesnature thereof; (veiv) shall not be responsible to any Lender Secured Party for the due execution, legality, validity, enforceability, effectiveness, genuineness, collectibility, or sufficiency or value of of, or theof this Agreement or any other Credit Document, or the creation, preservation, perfection, maintenance or continuation of perfection, or priority of any lien or security interest created or purported to be created under or in connection with, any Credit Document or any other instrument or document furnished pursuant hereto; and thereto, (v) the value or sufficiency of any Collateral, (vi) whether the Collateral exists, is owned by Borrower or its Subsidiaries, is cared for, protected, or insured or has been encumbered, or meets the eligibility criteria applicable in respect thereof, or (vii) the financial condition or business affairs of any Credit Party or any other Person liable for the payment of any Obligations; (f) shall not be subject to any fiduciary or other implied duties or obligations, regardless of whether a Default or Event of Default has occurred and is continuing; (g) shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Credit Documents that the Administrativesuch Agent is required to exercise as directed in writing by the Requisite Lenders (or such other number or percentage of Lenders as shall be expressly provided for herein or in the other Credit Documents) (provided that no Agent shall be required to take any action that, in its opinion or the opinion of its counsel, may expose such Agent to liability or that is contrary to any Credit Document or applicable law, including for the avoidance of doubt, any action that may be in violation of the automatic stay or similar provision under any Debtor Relief Law or that may affect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Debtor Relief Law) and (h) shall be entitled to rely upon, and shall incur no liability under or in respect of this Agreement any Credit Document by acting upon upon, any notice, order, request, consent, certificate or other other, statement, letter, document, instrument or other writing (which may be by telecopier oral communication, telephone, facsimile, electronic mail or telegramInternet or intranet posting or other distribution) believed by it to be genuine and signed or, sent or sent otherwise authenticated by the proper party or parties.

Agent’s Reliance, Etc. Neither the any Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreementthe Loan Documents, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the each Agent: (ia) in the case of the Administrative Agent, may treat the payee of any Note as the holder thereof until the Administrative Agent receives and accepts an Accession Agreement entered into by an Acceding Lender as provided in Section 2.19 or an Assignment and Acceptance entered into by the Lender that is the payee of such Note, as assignor, and an Eligible Assignee, as assignee, or, in the case of any other Agent, such Agent has received notice from the Administrative Agent that it has received and accepted such Assignment and Acceptance as provided in Section 8.079.07; (iib) may consult with legal counsel (including counsel for the Borrowerany 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; (iiic) make makes no warranty or representation to any Lender Party and shall not be responsible to any Lender Party for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreementthe Loan Documents; (ivd) shall not have any duty to ascertain or to inquire as to the performance, observance or satisfaction of any of the terms, covenants or conditions of this Agreement any Loan Document on the part of the Borrower or any of its Subsidiaries Loan Party or the existence at any time of any Default under the Loan Documents or to inspect the property (including the books and records) of the Borrower or any of its SubsidiariesLoan Party; (ve) shall not be responsible to any Lender Party for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of this Agreement any lien or security interest created or purported to be created under or in connection with, any Loan Document or any other instrument or document furnished pursuant heretothereto; and (vif) shall incur no liability under or in respect of this Agreement any Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopier telegram, telecopy or telegramtelex or other electronic communication) believed by it to be genuine and signed or sent by the proper party or parties; and (g) shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or Applicable Law, including for the avoidance of doubt, any action that may be in violation of the automatic stay under any Bankruptcy Law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Bankruptcy Law.

Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreementthe Loan Documents, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative Agent: (ia) may treat the payee of any Note as the holder thereof until the Administrative Agent receives and accepts an Assignment and Acceptance entered into by the Lender that is the payee of such Note, as assignor, and an Eligible Assignee, as assignee, as provided in Section 8.078.07 hereof; (iib) may consult with legal counsel (including counsel for the Borrowerany 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; (iiic) make makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreementthe Loan Documents; (ivd) shall not have any duty to ascertain or to inquire as to the performance, observance or satisfaction of any of the terms, covenants or conditions of this Agreement any Loan Document on the part of the Borrower or any of its Subsidiaries Loan Party or the existence at any time of any Default under the Loan Documents or to inspect the property (including the books and records) of the Borrower or any of its SubsidiariesLoan Party; (ve) 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 Loan Document or any other instrument or document furnished pursuant heretothereto; and (vif) shall incur no liability under or in respect of this Agreement any Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopier telegram, telecopy or telegramtelex) believed by it to be genuine and signed or sent by the proper party or parties.

Agent’s Reliance, Etc. Neither the Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Agent: (i) may treat the payee of Lender that made any Note Advance as the holder thereof of the Indebtedness resulting therefrom until the Agent receives and accepts an Assignment and Acceptance entered into by the Lender that is the payee of such NoteLender, as assignor, and an Eligible Assignee, as assignee, as provided in Section 8.07; (ii) may consult with legal counsel (including counsel for the Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (iii) make makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement; (iv) shall not have any duty to ascertain or to inquire as to the performance, performance or observance or satisfaction of any of the terms, covenants or conditions of this Agreement on the part of the Borrower or any of its Subsidiaries or the existence at any time of any Default or to inspect the property (including the books and records) of the Borrower or any of its SubsidiariesBorrower; (v) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, this Agreement or any other instrument or document furnished pursuant hereto; and (vi) shall incur no liability under or in respect of this Agreement by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopier telecopier, telegram or telegramtelex) believed by it to be genuine and signed or sent by the proper party or parties.

Agent’s Reliance, Etc. Neither the Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Agent: (i) may treat the payee of Lender that made any Note Advance as the holder thereof of the Debt resulting therefrom until the Agent receives and accepts an Assignment and Acceptance entered into by the Lender that is the payee of such NoteLender, as assignor, and an Eligible Assignee, as assignee, as provided in Section 8.079.07; (ii) may consult with legal counsel (including counsel for the BorrowerCompany), 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; (iii) make makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement; (iv) shall not have any duty to ascertain or to inquire as to the performance, performance or observance or satisfaction of any of the terms, covenants or conditions of this Agreement on the part of the Borrower Company or any of its Subsidiaries or the existence at any time of any Default other Borrower or to inspect the property (including the books and records) of the Borrower Company or any of its Subsidiariesother Borrower; (v) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, this Agreement or any other instrument or document furnished pursuant hereto; and (vi) shall incur no liability under or in respect of this Agreement by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopier or telegramfacsimile) believed by it to be genuine and signed or sent by the proper party or parties.

Agent’s Reliance, Etc. Neither the Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement, except for its or their own gross negligence or willful misconductthe Loan Documents. Without limitation of the generality of the foregoing, the Agent: Agent (ia) may treat the payee of any Note as the holder thereof until the Agent receives and accepts an Assignment and Acceptance entered into by the Lender that is the payee of such Note, as assignor, and an Eligible Assignee, as assignee, as provided in Section 8.07; (iib) may consult with legal counsel (including counsel for the Borrowerany Lender 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; (iiic) make makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreementthe Loan Documents; (ivd) shall not have any duty to ascertain or to inquire as to the performance, performance or observance or satisfaction of any of the terms, covenants or conditions of this Agreement any Loan Document on the part of the Borrower or any of its Subsidiaries or the existence at any time of any Default Lender Party or to inspect the property (including the books and records) of the Borrower or any of its SubsidiariesLender Party; (ve) 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 created or purported to be created under or in connection with, any Loan Document or any other instrument or document furnished pursuant heretothereto; and (vif) shall incur no liability under or in respect of this Agreement any Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopier telegram, telecopy or telegramtelex) believed by it to be genuine and signed or sent by the proper party or partiesPerson.

Agent’s Reliance, Etc. Neither the Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Agent: (i) may treat the payee of Lender that made any Note Advance as the holder thereof of the Debt resulting therefrom until the Agent receives and accepts an Assignment and Acceptance entered into by the Lender that is the payee of such NoteLender, as assignor, and an Eligible Assignee, as assignee, as provided in Section 8.07; (ii) may consult with legal counsel (including counsel for the Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (iii) make makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement; (iv) shall not have any duty to ascertain or to inquire as to the performance, observance or satisfaction of any of the terms, covenants or conditions of this Agreement on the part of the Borrower or any of its Subsidiaries or the existence at any time of any Default or to inspect the property (including the books and records) of the Borrower or any of its SubsidiariesBorrower; (v) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, this Agreement or any other instrument or document furnished pursuant hereto; and (vi) shall incur no liability under or in respect of this Agreement by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopier telecopier, telegram or telegramtelex) believed by it to be genuine and signed or sent by the proper party or parties.

Agent’s Reliance, Etc. Neither the Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Agent: (i) may treat the payee of Lender that made any Note Advance as the holder thereof of the Debt resulting therefrom until the Agent receives and accepts an Assignment and Acceptance entered into by the Lender that is the payee of such NoteLender, as assignor, and an Eligible Assignee, as assignee, as provided in Section 8.07; (ii) may consult with legal counsel (including counsel for the Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (iii) make makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement; (iv) shall not have any duty to ascertain or to inquire as to the performance, observance or satisfaction of any of the terms, covenants or conditions of this Agreement on the part of the Borrower or any of its Subsidiaries or the existence at any time of any Default or to inspect the property (including the books and records) of the Borrower or any of its SubsidiariesBorrower; (v) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, this Agreement or any other instrument or document furnished pursuant hereto; and (vi) shall incur no liability under or in respect of this Agreement by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopier telecopier, telegram or telegramtelex) believed by it to be genuine and signed or sent by the proper party or parties. The Agent shall be entitled to rely, and shall be fully protected in relying in good faith, upon any note, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement order or other document or conversation believed by it 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 without limitation counsel to the Borrower), independent accountants and other experts selected by the Agent.

Agent’s Reliance, Etc. Neither the Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreementthe Loan Documents, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Agent: (ia) may treat the payee of Lender that made any Note Advance as the holder thereof of the Debt resulting therefrom until the Agent receives and accepts an Assignment and Acceptance entered into by the Lender that is the payee of such NoteLender, as assignor, and an Eligible Assignee, as assignee, as provided in Section 8.07; (iib) may consult with legal counsel (including counsel for the Borrowerany 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; (iiic) make makes no warranty or representation to any Lender Party and shall not be responsible to any Lender Party for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreementthe Loan Documents; (ivd) shall not have any duty to ascertain or to inquire as to the performance, performance or observance or satisfaction of any of the terms, covenants or conditions of this Agreement any Loan Document on the part of the Borrower or any of its Subsidiaries or the existence at any time of any Default Loan Party or to inspect the property (including the books and records) of the Borrower or any of its SubsidiariesLoan Party; (ve) shall not be responsible to any Lender Party for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of this Agreement any lien or security interest created or purported to be created under or in connection with, any Loan Document or any other instrument or document furnished pursuant heretothereto; and (vif) shall incur no liability under or in respect of this Agreement any Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopier telegram, telecopy or telegramtelex) believed by it to be genuine and signed or sent by the proper party or parties.

Agent’s Reliance, Etc. (a) Neither the Administrative Agent nor any Facility Agent nor any of its their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them such Facility Agent or the Administrative Agent under or in connection with this Agreement, except for (i) with the consent or at the direction of the Majority Facility Agents (or in the case of any Facility Agent, the Lenders and the LC Issuers within its Lender Group that have a majority of the aggregate Commitments of such Lender Group) or their own (ii) in the absence of such Person’s gross negligence or willful misconduct. Without limitation of limiting the generality of the foregoing, each of the AgentAdministrative Agent and the Facility Agents: (i) may treat the payee of any Note as the holder thereof until the Agent receives and accepts an Assignment and Acceptance entered into by the Lender that is the payee of such Note, as assignor, and an Eligible Assignee, as assignee, as provided in Section 8.07; (ii) may consult with legal counsel (including counsel for the Performance Guarantor, the Borrower, the Servicer or any other Affiliate of the Performance Guarantor), 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; (iiiii) make makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement; (iviii) shall not have any duty to ascertain or to inquire as to the performance, performance or observance or satisfaction of any of the terms, covenants or conditions of this Agreement on the part of the Borrower Performance Guarantor, the Borrower, the Servicer or any other Affiliate of its Subsidiaries or the existence at any time of any Default Performance Guarantor or to inspect the property (including the books and records) of the Borrower Performance Guarantor, the Borrower, the Servicer or any other Affiliate of its SubsidiariesPerformance 110 Guarantor; (viv) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other instrument or document furnished pursuant hereto; and (viv) shall incur no liability under or in respect of this Agreement by acting upon any noticenotice (including notice by telephone), consent, certificate or other instrument or writing (which may be by telecopier or telegramfacsimile) believed by it to be genuine and signed or sent by the proper party or parties. The Administrative Agent shall not be responsible to any Lender, LC Issuer, Facility Agent or other Person for (i) any recitals, representations, warranties or other statements made by any Transaction Party or any of their Affiliates, (ii) the value, validity, effectiveness, genuineness, enforceability or sufficiency of any Facility Document, (iii) any failure of any Transaction Party or any of their Affiliates to perform any obligation hereunder or under the other Facility Documents to which it is a party (or under any Contract), or (iv) the satisfaction of any condition specified in Article III.

Agent’s Reliance, Etc. Neither the any Agent nor any of its their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreementthe Loan Documents, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the each Agent: (ia) may treat the payee of any Note as the holder thereof until until, in the case of the Administrative Agent, the Administrative Agent receives and accepts an Assignment and Acceptance entered into by the Lender that is the payee of such Note, as assignor, and an Eligible Assignee, as assignee, or, in the case of any other Agent, such Agent has received notice from the Administrative Agent that it has received and accepted such Assignment and Acceptance, in each case as provided in Section 8.07; (iib) may consult with legal counsel (including counsel for the Borrowerany 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; (iiic) make makes no warranty or representation to any Lender Party and shall not be responsible to any Lender Party for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreementthe Loan Documents; (ivd) shall not have any duty to ascertain or to inquire as to the performance, observance or satisfaction of any of the terms, covenants or conditions of this Agreement any Loan Document on the part of the Borrower or any of its Subsidiaries Loan Party or the existence at any time of any Default under the Loan Documents or to inspect the property (including the books and records) of the Borrower or any of its SubsidiariesLoan Party; (ve) shall not be responsible to any Lender Party for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of this Agreement any lien or security <PAGE> 70 interest created or purported to be created under or in connection with, any Loan Document or any other instrument or document furnished pursuant heretothereto; and (vif) shall incur no liability under or in respect of this Agreement any Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopier telegram, telecopy or telegramtelex) believed by it to be genuine and signed or sent by the proper party or parties.

Agent’s Reliance, Etc. Neither the Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreementthe Financing Documents, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Agent: (i) may treat the payee of any Note as the holder thereof until until, in the case of the Agent, the Agent receives and accepts an Assignment and Acceptance entered into by the Lender that is the payee of such Note, as an assignor, and an Eligible Assignee, as assignee, as provided in Section 8.07; (ii) may consult with legal counsel (including counsel for the Borrowerany 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; (iii) make makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreementthe Financing Documents; (iv) shall not have any duty to ascertain or to inquire as to the performance, observance or satisfaction of any of the terms, covenants or conditions of this Agreement any Financing Document on the part of the Borrower or any of its Subsidiaries Loan Party or the existence at any time of any Default under the Financing Documents or to inspect the property (including the books and records) of the Borrower or any of its SubsidiariesLoan Party; (v) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of this Agreement any lien or security interest created or purported to be created under or in connection with, any Financing Document or any other instrument or document furnished pursuant hereto; and (vi) shall incur no liability under or in respect of this Agreement any Financing Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopier telecopier, telegram or telegramtelex) believed by it to be genuine and signed or sent by the proper party or parties.