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

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 Agreement, except for its or their own gross negligence or willful misconduct as determined in a final, non-appealable judgment by a court of competent jurisdiction. Without limitation of the generality of the foregoing, the Administrative Agent: (i) may treat each Lender recorded in the Register as the owner of the Commitment recorded for such Lender in the Register until the Administrative Agent receives and accepts an Assignment and Assumption entered into by such Lender, as assignor, and an Eligible Assignee, as assignee, as provided in Section 8.07 and except as provided otherwise in Section 8.16; (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) 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 or observance of any of the terms, covenants or conditions of this Agreement on the part of any Lender or to inspect the property (including the books and records) of any Lender; (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 thereto; (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 fax) believed by it to be genuine and signed or sent by the proper party or parties; and (vii) shall not have any fiduciary duty to any other Lender.

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 Agreement, except for its or their own gross negligence or willful misconduct as determined in a final, non-appealable judgment by a court of competent jurisdiction. Without limitation of the generality of the foregoing, the Administrative Agent: (i) may treat each Lender recorded the payee in the Register respect of any Outstanding Credit Exposure as the owner of the Commitment recorded for such Lender in the Register thereof until the Administrative Agent receives and accepts an Assignment and Assumption entered into by the Lender that is the payee in respect of such LenderOutstanding Credit Exposure, as assignor, and an Eligible Assignee, as assignee, as provided in Section 8.07 and except as provided otherwise in Section 8.168.07; (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) 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 or observance of any of the terms, covenants or conditions of this Agreement on the part of any Lender the Borrower or to inspect the property (including the books and records) of any Lenderthe Borrower; (v) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, this Agreement or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, any Loan Document or any other instrument or document furnished pursuant theretohereto; 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 faxtelecopier, telegram or telex) believed by it to be genuine and signed or sent by the proper party or parties; and (vii) shall not have any fiduciary duty to any other Lender.

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 Agreement, except for its or their own gross negligence or willful misconduct as determined in a final, non-appealable judgment by a court of competent jurisdictionmisconduct. Without limitation of the generality of the foregoing, the Administrative Agent: (i) may treat each Lender recorded the payee in the Register respect of any Revolving Credit Advance as the owner of the Commitment recorded for such Lender in the Register thereof until the Administrative Agent receives and accepts an Assignment and Assumption entered into by the Lender that is the payee in respect of such LenderRevolving Credit Advance, as assignor, and an Eligible Assignee, as assignee, as provided in Section 8.07 and except as provided otherwise in Section 8.168.07; (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) 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 or observance of any of the terms, covenants or conditions of this Agreement on the part of any Lender the Borrower or to inspect the property (including the books and records) of any Lenderthe Borrower; (v) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, this Agreement or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, any Loan Document or any other instrument or document furnished pursuant theretohereto; 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 faxtelecopier, telegram or telex) believed by it to be genuine and signed or sent by the proper party or parties; and (vii) shall not have any fiduciary duty to any other Lender.

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 Agreement, except for its or their own gross negligence or willful misconduct as determined in a final, non-appealable judgment by a court of competent jurisdictionmisconduct. Without limitation of the generality of the foregoing, the Administrative Agent: (i) may treat each Lender recorded the payee in the Register respect of any Outstanding Credit Exposure as the owner of the Commitment recorded for such Lender in the Register thereof until the Administrative Agent receives and accepts an Assignment and Assumption Acceptance entered into by the Lender that is the payee in respect of such LenderOutstanding Credit Exposure, as assignor, and an Eligible Assignee, as assignee, as provided in Section 8.07 and except as provided otherwise in Section 8.168.07; (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) 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 or observance of any of the terms, covenants or conditions of this Agreement on the part of any Lender the Borrower or to inspect the property (including the books and records) of any Lenderthe Borrower; (v) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, this Agreement or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, any Loan Document or any other instrument or document furnished pursuant theretohereto; 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 faxtelecopier, telegram or telex) believed by it to be genuine and signed or sent by the proper party or parties; and (vii) shall not have any fiduciary duty to any other Lender.

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 Agreement, except for its or their own gross negligence or willful misconduct as determined in a final, non-appealable judgment by a court of competent jurisdiction. Without limitation of the generality of the foregoing, the Administrative Agent: (i) may treat each Lender recorded the payee in the Register respect of any Revolving Credit Advance as the owner of the Commitment recorded for such Lender in the Register thereof until the Administrative Agent receives and accepts an Assignment and Assumption entered into by the Lender that is the payee in respect of such LenderRevolving Credit Advance, as assignor, and an Eligible Assignee, as assignee, as provided in Section 8.07 and except as provided otherwise in Section 8.168.07; (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) 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 or observance of any of the terms, covenants or conditions of this Agreement on the part of any Lender the Borrower or to inspect the property (including the books and records) of any Lenderthe Borrower; (v) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, this Agreement or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, any Loan Document or any other instrument or document furnished pursuant theretohereto; 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 faxtelecopier, telegram or telex) believed by it to be genuine and signed or sent by the proper party or parties; and (vii) shall not have any fiduciary duty to any other Lender.

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 Agreement, except for its or their own gross negligence or willful misconduct as determined in a final, non-appealable judgment by a court of competent jurisdiction. Without limitation of the generality of the foregoing, the Administrative Agent: (i) may treat each Lender recorded in the Register as the owner of the Commitment recorded for such Lender in the Register until the Administrative Agent receives and accepts an Assignment and Assumption entered into by such Lender, as assignor, and an Eligible Assignee, as assignee, as provided in Section 8.07 and except as provided otherwise in Section 8.16; (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) 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 or observance of any of the terms, covenants or conditions of this Agreement on the part of any Lender or to inspect the property (including the books and records) of any Lender; (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 thereto; (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 fax) believed by it to be genuine and signed or sent by the proper party or parties; and (vii) shall not have any fiduciary duty to any other Lender.. SECTION 7.03

Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its their respective shareholders, directors, officers, agents or employees shall be liable for any action taken taken, suffered or omitted to be taken by it or them under or in connection with the preparation, delivery, execution, administration or amendment of this AgreementAgreement and the other Loan Documents, except for its or their own gross negligence or willful misconduct misconduct, as finally determined in a final, non-appealable judgment by a court of competent jurisdiction. Without limitation of the generality of the foregoing, the Administrative each Agent: (i) may treat each Lender recorded in the Register payee of any Note as the owner of the Commitment recorded for such Lender in the Register holder thereof until the Administrative Agent receives and accepts an Assignment and Assumption Acceptance entered into by the Lender that is the payee of such LenderNote, as assignor, and an Eligible Assignee, as assignee, as provided in Section 8.07 and except as provided otherwise in Section 8.168.07; (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 taken, suffered or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (iii) 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 and the other Loan Documents; (iv) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or the other Loan Documents on the part of any Lender the Borrower or to inspect the property (including the books and records) of any Lenderthe 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 theretohereto; and (vi) 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 faxtelecopier, telegram or telex) believed by it to be genuine and signed or sent by the proper party or parties; . In addition to the other rights of the Collateral Agent hereunder, the Collateral Agent shall have all of the rights, remedies, indemnifications and (vii) shall not have any fiduciary duty to any other Lenderprotections set forth in the Security Agreement as if those provisions were included in this Agreement.

Agent’s Reliance, Etc. Neither the Program Agent nor any Administrative 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 Administrative Agent or the Program Agent under or in connection with this Agreement, except for its or their own gross negligence or willful misconduct as determined in a final, non-appealable judgment by a court of competent jurisdictionmisconduct. Without limitation of limiting the generality of the foregoing, (a) each of the Program Agent and the Administrative AgentAgents: (i) may treat each Lender recorded in the Register as the owner of the Commitment recorded for such Lender in the Register until the Administrative Agent receives and accepts an Assignment and Assumption entered into by such Lender, as assignor, and an Eligible Assignee, as assignee, as provided in Section 8.07 and except as provided otherwise in Section 8.16; (ii) may consult with legal counsel (including counsel for the Borrower), the Servicer or any other Affiliate of a Seller, independent public accountants and other experts selected by it and shall not be liable for 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) 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 or observance of any of the terms, covenants or conditions of this Agreement on the part of the Borrower, the Servicer or any Lender other Affiliate of any Seller or to inspect the property (including the books and records) of the Borrower, the Servicer or any Lender; other Affiliate of any Seller, (viv) 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 thereto; hereto, or for the perfection, priority, condition, value or sufficiency of any collateral pledged in connection herewith, 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 faxfacsimile) believed by it to be genuine and signed or sent by the proper party or parties; , (b) the Program Agent may rely without further inquiry on the statements made to it by an Administrative Agent on behalf of its Lender Group, and (viic) the Program Agent shall not have any fiduciary duty obligation to take any other Lenderaction to enforce, or incur any costs or expenses in connection with the enforcement of, any of the Facility Documents or to collect any amounts due thereunder unless the Program Agent is indemnified to its satisfaction and been provided assurances satisfactory to it that it shall reimbursed for any and all such costs and expenses.

Agent’s Reliance, Etc. 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 Agreement, except for its or their own gross negligence or willful misconduct as determined in a final, non-appealable judgment by a court of competent jurisdictionmisconduct. Without limitation of the generality of the foregoing, the Administrative Agent: (i) may treat each Lender recorded the payee in the Register respect of any Outstanding Credit Exposure as the owner of the Commitment recorded for such Lender in the Register thereof until the Administrative Agent receives and accepts an Assignment and Assumption entered into by the Lender that is the payee in respect of such LenderOutstanding Credit Exposure, as assignor, and an Eligible Assignee, as assignee, as provided in Section 8.07 and except as provided otherwise in Section 8.168.07; (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) 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 or observance of any of the terms, covenants or conditions of this Agreement on the part of any Lender the Borrower or to inspect the property (including the books and records) of any Lenderthe Borrower; (v) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, this Agreement or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, any Loan Document or any other instrument or document furnished pursuant theretohereto; 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 faxtelecopier, telegram or telex) believed by it to be genuine and signed or sent by the proper party or parties; and (vii) shall not have any fiduciary duty to any other Lender.

Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable to any Lender or the Borrower 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 as determined in a final, non-appealable judgment by a court of competent jurisdictionmisconduct. Without limitation of the generality of the foregoing, the Administrative Agent: (i) may treat each Lender recorded listed in the Register as a “Lender” with a Commitment in the owner of the Commitment amount recorded for such Lender in the Register until the Administrative Agent receives and accepts an Assignment and Assumption Acceptance entered into by such Lendera Lender listed in the Register, as assignor, and an Eligible Assignee, as assignee, as provided in Section 8.07 8.07, at which time the Administrative Agent will make such recordations in the Register as are appropriate to reflect the assignment effected by such Assignment and except as provided otherwise in Section 8.16Acceptance; (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) 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; (iv) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement the Loan Documents on the part of any Lender the Borrower or to inspect the property (including the books and records) of any Lenderthe Borrower; (v) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, this Agreement of the Loan Documents or any other instrument or document furnished pursuant thereto; 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 faxtelecopier, telegram or cable) believed by it in good faith to be genuine and signed or sent by the proper party or parties; and (vii) shall not have any fiduciary duty to any other Lender.

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 Agreement, except for its or their own gross negligence or willful misconduct as determined in a final, non-appealable judgment by a court of competent jurisdictionmisconduct. Without limitation of the generality of the foregoing, the Administrative Agent: (i) may treat each the Lender recorded in the Register that made any Advance as the owner holder of the Commitment recorded for such Lender in the Register Debt resulting therefrom until the Administrative Agent receives and accepts an Assignment and Assumption Acceptance entered into by such Lender, as assignor, and an Eligible Assignee, as assignee, as provided in Section 8.07 and except as provided otherwise in Section 8.169.07; (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) 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 or observance of any of the terms, covenants or conditions of this Agreement on the part of any Lender Borrower or to inspect the property (including the books and records) of any LenderBorrower; (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 theretohereto; 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 faxtelecopier, telegram or telex) believed by it to be genuine and signed or sent by the proper party or parties; and (vii) shall not have any fiduciary duty to any other Lender.

Agent’s Reliance, Etc. Neither the Administrative any 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 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 misconduct as determined in a final, non-appealable judgment by a court of competent jurisdiction. Without limitation of limiting the generality of the foregoing, the Administrative each Agent: (ia) may treat each Lender recorded in the Register payee of any Note as the owner holder thereof until such Agent receives written notice of the Commitment recorded for such Lender in the Register until the Administrative Agent receives and accepts an Assignment and Assumption entered into assignment or transfer thereof signed by such Lender, as assignor, payee and an Eligible Assignee, as assignee, as provided in Section 8.07 and except as provided otherwise in Section 8.16form reasonably satisfactory to such Agent; (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) 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 or observance of any of the terms, covenants or conditions of this Agreement or the other Loan Documents on the part of any Lender Credit Party or to inspect the property Collateral (including the books and records) of any LenderCredit Party; (ve) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, of this Agreement or the other Loan Documents or any other instrument or document furnished pursuant hereto 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 faxtelecopy, telegram, cable or telex) believed by it to be genuine and signed or sent by the proper party or parties; and (vii) shall not have any fiduciary duty to any other Lender.

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 Agreement, except for its or their own gross negligence or willful misconduct as determined in a final, non-appealable judgment by a court of competent jurisdictionmisconduct. Without limitation of the generality of the foregoing, the Administrative Agent: (i) may treat each the Lender recorded in the Register that made any Advance as the owner holder of the Commitment recorded for such Lender in the Register Debt resulting therefrom until the Administrative Agent receives and accepts an Assumption Agreement entered into by an Assuming Increasing Lender as provided in Section 2.20, an Assumption Agreement entered into by an Assuming Extending Lender as provided in Section 2.21 or an Assignment and Assumption Acceptance entered into by such Lender, as assignor, and an Eligible Assignee, as assignee, as provided in Section 8.07 and except as provided otherwise in Section 8.169.07; (ii) may consult with legal counsel (including counsel for the Parent 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) 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 or observance of any of the terms, covenants or conditions of this Agreement on the part of any Lender Borrower or to inspect the property (including the books and records) of any LenderBorrower; (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 theretohereto; 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 fax, electronic transmission or telegram) believed by it to be genuine and signed or sent by the proper party or parties; and (vii) shall not have any fiduciary duty to any other Lender.

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 AgreementAgreement or the other Loan Documents, except for its or their own gross negligence or willful misconduct as determined in a final, non-appealable judgment by a court of competent jurisdictionmisconduct. Without limitation of the generality of the foregoing, the Administrative Agent: (i) may treat each Lender recorded in the Register payee of any Note as the owner holder thereof until Agent receives written notice of the Commitment recorded for such Lender in the Register until the Administrative Agent receives and accepts an Assignment and Assumption entered into assignment or transfer thereof signed by such Lender, as assignor, payee and an Eligible Assignee, as assignee, as provided in Section 8.07 and except as provided otherwise in Section 8.16form satisfactory to Agent; (ii) 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 in good faith by it in accordance with the advice of such counsel, accountants or experts; (iii) makes no warranty or representation representations 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; (iv) shall not have any duty beyond Agent's customary practices to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or the other Loan Documents on the part of any Lender Borrowers or to inspect the property (including the books and records) of any LenderBorrowers; (v) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, of this Agreement or the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto; and (vi) 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 faxfacsimile, telegram, cable or telex) believed in good faith by it to be genuine and signed or sent by the proper party or parties; and (vii) shall not have any fiduciary duty to any other Lender.

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 Agreement, except for its or their own gross negligence or willful misconduct as determined in a final, non-appealable judgment by a court of competent jurisdictionmisconduct. Without limitation of the generality of the foregoing, the Administrative Agent: (i) may treat each the Lender recorded in the Register that made any Advance as the owner holder of the Commitment recorded for such Lender in the Register Debt resulting therefrom until the Administrative Agent receives and accepts an Assumption Agreement entered into by an Assuming Increasing Lender as provided in Section 2.20, an Assumption Agreement entered into by an Assuming Extending Lender as provided in Section 2.21 or an Assignment and Assumption Acceptance entered into by such Lender, as assignor, and an Eligible Assignee, as assignee, as provided in Section 8.07 and except as provided otherwise in Section 8.169.07; (ii) may consult with legal counsel (including counsel for the Parent 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) 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 or observance of any of the terms, covenants or conditions of this Agreement on the part of any Lender Borrower or to inspect the property (including the books and records) of any LenderBorrower; (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 theretohereto; 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 faxtelecopier or telegram) believed by it to be genuine and signed or sent by the proper party or parties; and (vii) shall not have any fiduciary duty to any other Lender.

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 Agreement, except for its or their own gross negligence or willful misconduct as determined in a final, non-appealable judgment by a court of competent jurisdiction. Without limitation of the generality of the foregoing, the Administrative Agent: (i) may treat each Lender recorded in the Register as the owner of the Commitment recorded for such Lender in the Register until the Administrative Agent receives and accepts an Assignment and Assumption entered into by such Lender, as assignor, and an Eligible Assignee, as assignee, as provided in Section 8.07 9.07 and except as provided otherwise in Section 8.169.16; (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) 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 or observance of any of the terms, covenants or conditions of this Agreement on the part of any Lender or to inspect the property (including the books and records) of any Lender; (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 thereto; (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 fax) believed by it to be genuine and signed or sent by the proper party or parties; and (vii) shall not have any fiduciary duty to any other Lender.

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 as determined in a final, non-appealable judgment by a court of competent jurisdictionmisconduct. Without limitation of the generality of the foregoing, the Administrative Agent: (i) may treat each Lender recorded in the Register payee of any Note as the owner of the Commitment recorded for such Lender in the Register holder thereof until the Administrative Agent receives and accepts an Assignment and Assumption Acceptance entered into by the Lender that is the payee of such LenderNote, as assignor, and an Eligible Assignee, as assignee, as provided in Section 8.07 and except as provided otherwise in Section 8.169.07; (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) 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; (iv) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement any Loan Document on the part of any Lender Loan Party or to inspect the property (including the books and records) of any LenderLoan Party; (v) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, this Agreement of any Loan Document or any other instrument or document furnished pursuant theretohereto; 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 faxtelegram, telecopy, cable or telex) believed by it to be genuine and signed or sent by the proper party or parties; and (vii) shall not have any fiduciary duty to any other Lender.

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 Agreementany Loan Document, except for its or their own gross negligence or willful misconduct as determined in a final, non-appealable judgment by a court of competent jurisdictionmisconduct. Without limitation of the generality of the foregoing, the Administrative Agent: (i) may treat each Lender recorded the payee of any Note or any loan account in the Register as the owner of the Commitment recorded thereof for such Lender in the Register all purposes until the Administrative Agent receives and accepts an Assignment and Assumption entered into by such Lender, as assignor, and an Eligible Assignee, as assignee, as provided in Section 8.07 and except as provided otherwise in Section 8.16a written notice of assignment or transfer thereof; (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) makes no warranty or representation to any Lender Bank and shall not be responsible to any Lender Bank for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreementany of the Loan Documents or any other instrument or document; (iv) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement any of Loan Documents or any other instrument or document on the part of Borrower or any Lender Subsidiary or to inspect the property Property (including the books and records) of Borrower or any LenderSubsidiary; (v) shall not be responsible to any Lender Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, this Agreement of any of the Loan Documents or any other instrument or document furnished pursuant theretodocument; and (vi) shall incur no liability under or in respect of this Agreement any of the Loan Documents or any other instrument or document by acting upon any notice (including telephonic notice), consent, certificate or other instrument or writing (which may be by faxtelecopier, telegram or telex) believed by it to be genuine and signed signed, given or sent by the proper party or parties; and (vii) . The Agent shall not be deemed to have knowledge or notice of the occurrence of any fiduciary duty Default or Event of Default unless the Agent has received notice from a Bank or Borrower referring to any other Lenderthis Agreement, describing such Default or Event of Default and stating that such notice is a "notice of default".

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 Agreement, except for its or their own gross negligence or willful misconduct as determined in a final, non-appealable judgment by a court of competent jurisdiction. Without limitation of the generality of the foregoing, the Administrative Agent: (i) may treat each Lender recorded in the Register as the owner of the Commitment recorded for such Lender in the Register until the Administrative Agent receives and accepts an Assignment and Assumption entered into by such Lender, as assignor, and an Eligible Assignee, as assignee, as provided in Section 8.07 9.07 and except as provided otherwise in Section 8.169.16; (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) 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 or observance of any of the terms, covenants or conditions of this Agreement on the part of any Lender or to inspect the property (including the books and records) of any Lender; (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 thereto; (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 fax) believed by it to be genuine and signed or sent by the proper party or parties; and (vii) shall not have any fiduciary duty to any other Lender.

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 as determined in a final, non-appealable judgment by a court of competent jurisdictionmisconduct. Without limitation of the generality of the foregoing, the Administrative Agent: (ia) may treat each Lender recorded in the Register payee of any Note as the owner of the Commitment recorded for such Lender in the Register holder thereof until the Administrative Agent receives and accepts an Assignment and Assumption Acceptance entered into by the Lender that is the payee of such LenderNote, as assignor, and an Eligible Assignee, as assignee, as provided in Section 8.07 and except as provided otherwise in Section 8.168.07; (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) 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 -76- 77 connection with this Agreementthe Loan Documents; (ivd) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement any Loan Document on the part of any Lender the Borrower or to inspect the property (including the books and records) of any Lenderthe Borrower; (ve) shall not be responsible to any Lender Party for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, this Agreement or the perfection or priority of any Lien or security interest created or purported to be created under or in connection with, any Loan Document or any other instrument or document furnished pursuant thereto; and (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 faxtelegram, telecopy or telex) believed by it to be genuine and signed or sent by the proper party or parties; and (vii) shall not have any fiduciary duty to any other Lender.

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 Agreement, except for its or their own gross negligence or willful misconduct as determined in a final, non-appealable judgment by a court of competent jurisdictionmisconduct. Without limitation of the generality of the foregoing, the Administrative Agent: (i) may treat each Lender recorded the payee in the Register respect of any Revolving Credit Advance as the owner of the Commitment recorded for such Lender in the Register thereof until the Administrative Agent receives and accepts an Assignment and Assumption Acceptance entered into by the Lender that is the payee in respect of such LenderRevolving Credit Advance, as assignor, and an Eligible Assignee, as assignee, as provided in Section 8.07 and except as provided otherwise in Section 8.168.07; (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) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether 39 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 or observance of any of the terms, covenants or conditions of this Agreement on the part of any Lender the Borrower or to inspect the property (including the books and records) of any Lenderthe Borrower; (v) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, this Agreement or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, any Loan Document or any other instrument or document furnished pursuant theretohereto; 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 faxtelecopier, telegram or telex) believed by it to be genuine and signed or sent by the proper party or parties; and (vii) shall not have any fiduciary duty to any other Lender.

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 AgreementAgreement or the other Loan Documents, except for its or their own gross negligence or willful misconduct as determined in a final, non-appealable judgment by a court of competent jurisdictionmisconduct. Without limitation of the generality of the foregoing, the Administrative Agent: (i) may treat each Lender recorded in the Register payee of any Note as the owner holder thereof until Agent receives written notice of the Commitment recorded for such Lender in the Register until the Administrative Agent receives and accepts an Assignment and Assumption entered into assignment or transfer thereof signed by such Lender, as assignor, payee and an Eligible Assignee, as assignee, as provided in Section 8.07 and except as provided otherwise in Section 8.16form satisfactory to Agent; (ii) 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 in good faith by it in accordance with the advice of such counsel, accountants or experts; (iii) makes no warranty or representation representations 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; (iv) shall not have any duty beyond Agent’s customary practices to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or the other Loan Documents on the part of any Lender Borrowers or to inspect the property (including the books and records) of any LenderBorrowers; (v) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, of this Agreement or the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto; and (vi) 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 faxfacsimile, telegram, cable or telex) believed in good faith by it to be genuine and signed or sent by the proper party or parties; and (vii) shall not have any fiduciary duty to any other Lender.

Agent’s Reliance, Etc. Neither the Administrative 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 taken by it or them under or in connection with this AgreementAgreement or the other Loan 106 Documents, except for damages caused by its or their own gross negligence or willful misconduct as determined in a final, non-appealable judgment by a court of competent jurisdictionjurisdiction in a final and non-appealable judgment. Without limitation of limiting the generality of the foregoing, the Administrative Agent: (ia) may treat each Lender recorded in the Register payee of any Term Note as the owner holder thereof until Agent receives written notice of the Commitment recorded for such Lender in the Register until the Administrative Agent receives and accepts an Assignment and Assumption entered into assignment or transfer thereof signed by such Lender, as assignor, payee and an Eligible Assignee, as assignee, as provided in Section 8.07 and except as provided otherwise in Section 8.16form reasonably satisfactory to Agent; (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) 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 or observance of any of the terms, covenants or conditions of this Agreement or the other Loan Documents on the part of any Lender Credit Party or to inspect the property Collateral (including the books and records) of any LenderCredit Party; (ve) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, of this Agreement or the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto; (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 faxtelecopy, telegram, cable or telex) believed by it to be genuine and signed or sent by the proper party or parties; and (viig) 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. Agent shall not have incur any fiduciary duty liability to the Lenders under or in respect of this Agreement with respect to anything which it may do or refrain from doing in the reasonable exercise of its judgment or which may seem to it to be necessary or desirable in the circumstances, except for its own gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final and non-appealable judgment. Agent shall not be liable to any other LenderLender 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 Administrative Agent nor any of its directors, officers, agents agents, employees or employees Affiliates shall be liable to the Supplemental Guarantor for any action taken or omitted to be taken by it or them by such directors, officers, agents, employees or Affiliates under or in connection with this AgreementSupplemental Guarantee, the Loan Agreement or any other instrument or document furnished pursuant thereto, except for its or their own gross negligence or willful misconduct (as actually and finally determined in a final, non-appealable judgment by a court of competent jurisdiction) and only to the extent of any direct (as opposed to special, indirect, consequential or punitive) damages. Without limitation of limiting the generality of the foregoing, the Administrative Agent: (i) may treat each Lender recorded in the Register as the owner of the Commitment recorded for such Lender in the Register until the Administrative Agent receives and accepts an Assignment and Assumption entered into by such Lender, as assignor, and an Eligible Assignee, as assignee, as provided in Section 8.07 and except as provided otherwise in Section 8.16; (ii) 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 to the Supplemental Guarantor for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counselexperts, accountants or experts; (iii) 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; (ivii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this the Loan Agreement or any instrument or document furnished pursuant thereto on the part of any Lender the Borrower or to inspect the property (including the books and records) of the Borrower or any Lender; of its Subsidiaries, (viii) shall not be responsible to any Lender the Supplemental Guarantor for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, this of the Loan Agreement or any other instrument or document furnished pursuant thereto; , and (viiv) shall incur no liability under or in respect of to this Agreement Supplemental Guarantee by acting upon any notice, consent, certificate or other instrument or writing (which may be by faxtelegram, facsimile transmission, cable or telex) believed by it to be genuine and signed or sent by the proper party or parties; and (vii) . The Supplemental Guarantor agrees that the Tranche B Lender may, in its sole discretion, without prior notice to the Supplemental Guarantor, agree to the modification, amendment or waiver of any of the terms of any of the Loan Documents. The immediately preceding sentence shall not have be construed to limit any fiduciary duty to any other Lenderof the Supplemental Guarantor's rights under Section 10.1(a) of the Loan Agreement.

Agent’s Reliance, Etc. Neither the Program Agent nor any Administrative 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 Administrative Agent or the Program Agent under or in connection with this Agreement, except for its or their own gross negligence or willful misconduct as determined in a final, non-appealable judgment by a court of competent jurisdictionmisconduct. Without limitation of limiting the generality of the foregoing, the Administrative Agent: (i) may treat each Lender recorded in the Register as the owner of the Commitment recorded for such Lender in the Register until Program Agent and the Administrative Agent receives and accepts an Assignment and Assumption entered into by such Lender, as assignor, and an Eligible Assignee, as assignee, as provided in Section 8.07 and except as provided otherwise in Section 8.16; Agents: (iia) may consult with legal counsel (including counsel for the Borrower), the Servicer or any other Affiliate of a Seller, independent public accountants and other experts selected by it and shall not be liable for 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) 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; (ivc) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement on the part of the Borrower, the Servicer or any Lender other Affiliate of any Seller or to inspect the property (including the books and records) of the Borrower, the Servicer or any Lenderother Affiliate of any Seller; (vd) 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 theretohereto, or for the perfection, priority, condition, value or sufficiency of any collateral pledged in connection herewith; and (vie) 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 faxfacsimile) believed by it to be genuine and signed or sent by the proper party or parties; , (ii) the Program Agent may rely without further inquiry on the statements made to it by an Administrative Agent on behalf of its Lender Group, and (viiiii) the Program Agent shall not have any fiduciary duty obligation to take any other Lenderaction to enforce, or incur any costs or expenses in connection with the enforcement of, any of the Facility Documents or to collect any amounts due thereunder unless the Program Agent is indemnified to its satisfaction and been provided assurances satisfactory to it that it shall reimbursed for any and all such costs and expenses.

Agent’s Reliance, Etc. 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 Agreement, except for its or their own gross negligence or willful misconduct. The Agent may employ agents and attorneys-in-fact and shall not be responsible to any Lender for the negligence or misconduct as determined in a final, nonof any such agents or attorneys-appealable judgment in-fact selected by a court of competent jurisdictionit with reasonable care. Without limitation of the generality of the foregoing, the Administrative Agent: (i) may treat each Lender recorded in the Register payee of any Note as the owner holder thereof until the Agent receives written notice of the Commitment recorded for such Lender in the Register until the Administrative Agent receives and accepts an Assignment and Assumption entered into assignment or transfer thereof signed by such Lender, as assignor, payee and an Eligible Assignee, as assignee, as provided in Section 8.07 and except as provided otherwise in Section 8.16form satisfactory to the Agent; (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) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made by the Borrower in or in connection with this Agreement; (iv) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement on the part of any Lender the Borrower or to inspect the property (including the books and records) of any Lenderthe Borrower; (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 theretohereto; 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 faxtelegram, cable or telex) believed by it in good faith to be genuine and signed or sent by the proper party or parties; and (vii) shall not have any fiduciary duty to any other Lender.