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

Agent’s Reliance, Etc. Neither the 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 the Loan Documents, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Agent: (a) may consult with legal counsel (including counsel for any Obligor), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (b) 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 the Loan Documents; (c) 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 any Loan Document on the part of any Obligor or the existence at any time of any Default under the Loan Documents or to inspect the property (including the books and records) of any Obligor; (d) 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, any Loan Document or any other instrument or document furnished pursuant thereto; and (e) shall incur no liability under or in respect of any Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telegram, telecopy or 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 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 the Loan Documentsthis Agreement, except for its or their own gross negligence or willful misconduct. Without limitation of limiting the generality of the foregoing, the Agent: : (a) may treat the Lender that made any Advance as the payee thereof until the Agent receives and accepts an assignment entered into by such Lender, as assignor, and an Eligible Assignee, as assignee, as provided in Section 2.21; (b) may consult with legal counsel (including counsel for any Obligorthe Borrowers), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or other experts; ; (bc) 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 the Loan Documents; this Agreement; (cd) 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 any Loan Document this Agreement on the part of any Obligor or the existence at any time of any Default under the Loan Documents Borrower or to inspect the property (including the books and records) of any Obligor; Borrower; (de) 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, any Loan Document this Agreement or any other instrument or document furnished pursuant theretohereto; and and (ef) shall incur no liability under or in respect of any Loan Document this Agreement by acting upon any notice, consent, certificate or other instrument or writing (which may be by telegramtelecopier, telecopy cable or electronic communicationtelex) 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 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 the Loan Documentsthis Agreement, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Agent: (a) may treat the payee of any Note as the holder thereof until the Agent receives and accepts an Assignment and Acceptance entered into by the Lender that is the payee of such Note, as assignor, and an assignee, as provided in Section 8.07; (b) may consult with legal counsel (including counsel for any Obligorthe 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; (bc) 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 the Loan Documentsthis Agreement; (cd) 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 any Loan Document this Agreement on the part of any Obligor the Borrower or the existence at any time of any Default under the Loan Documents or to inspect the property (including the books and records) of any Obligorthe Borrower; (de) 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, any Loan Document this Agreement or any other instrument or document furnished pursuant theretohereto; and (ef) shall incur no liability under or in respect of any Loan Document this Agreement by acting upon any notice, consent, certificate or other instrument or writing (which may be by telegramtelecopier, telecopy telegram or 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 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 the this Agreement or any other Loan DocumentsDocument, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Agent: (ai) may treat the Lender that made any Loan or Advance as the holder 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, as the case may be, or an Assignment and Acceptance entered into by such Lender, as assignor, and an Eligible Assignee, as assignee, as provided in Section 8.07; (ii) may consult with legal counsel (including counsel for any Obligorthe 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; (biii) 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 the Loan Documentsthis Agreement; (civ) 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 or any other Loan Document on the part of any Obligor Loan Party or the existence at any time of any Default under the Loan Documents or to inspect the property (including the books and records) of any ObligorLoan Party; (dv) 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, any other Loan Document or any other instrument or document furnished pursuant theretohereto; and (evi) 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 telegram, telecopy telecopier or electronic communicationtelex) 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 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 the Loan Documentsthis Agreement, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Agent: (ai) may treat the Lender that made any Advance as the holder of the Debt resulting therefrom until the Agent receives and accepts an Assignment and Acceptance entered into by such Lender, as assignor, and an Eligible Assignee, as assignee, as provided in Section 9.07; (ii) may consult with legal counsel (including counsel for any Obligorthe Borrowers), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (biii) 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 the Loan Documentsthis Agreement; (civ) 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 any Loan Document this Agreement on the part of any Obligor Borrower or the existence at any time of any Default under the Loan Documents or to inspect the property (including the books and records) of any ObligorBorrower; (dv) 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, any Loan Document this Agreement or any other instrument or document furnished pursuant theretohereto; and (evi) shall incur no liability under or in respect of any Loan Document this Agreement by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopier or telegram, telecopy or 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 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 the Loan Documentsthis Agreement, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Agent: (ai) may treat the Lender that made any Advance as the holder of the Debt resulting therefrom until the Agent receives and accepts an Assignment and Acceptance entered into by such Lender, as assignor, and an Eligible Assignee, as assignee, as provided in Section 8.07; (ii) may consult with legal counsel (including counsel for any Obligorthe 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; (biii) except as expressly required herein, 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 the Loan Documentsthis Agreement; (civ) 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 any Loan Document this Agreement on the part of any Obligor the Borrower or the existence at any time of any Default under the Loan Documents or to inspect the property (including the books and records) of any Obligorthe Borrower; (dv) 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, any Loan Document this Agreement or any other instrument or document furnished pursuant theretohereto; and (evi) shall incur no liability under or in respect of any Loan Document this Agreement by acting upon any notice, consent, certificate or other instrument or writing (which may be by telegram, telecopy or electronic communicationtelecopier) 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 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 the Loan Documentsthis Agreement, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Agent: (ai) may treat the payee of any Note as the holder thereof until the Agent receives 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 any Obligorthe 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; (biii) 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 the Loan Documentsthis Agreement; (civ) 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 any Loan Document this Agreement on the part of any Obligor the Borrower or the existence at any time of any Default under the Loan Documents or to inspect the property (including the books and records) of any Obligorthe Borrower; (dv) 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, any Loan Document this Agreement or any other instrument or document furnished pursuant theretohereto; and (evi) shall incur no liability under or in respect of any Loan Document this Agreement by acting upon any notice, consent, certificate or other instrument or writing (which may be by telegram, telecopy or electronic communicationtelecopier) 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 respective 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 Agreement or any other Transaction Document or any other instrument or document delivered pursuant hereto (including, without limitation, the Loan DocumentsAgent’s servicing, administering or collecting Pool Receivables as Servicer pursuant to Section 6.1), except for its or their own gross negligence or willful misconduct. Without limitation of limiting the generality of the foregoing, except as otherwise agreed by the Agent and any Purchaser, the Agent: (ai) may consult with legal counsel (including counsel for the Seller, the Servicer or any ObligorOriginator), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (bii) makes no warranty or representation to any Lender Purchaser and shall not be responsible to any Lender Purchaser for any statements, warranties or representations (whether written or oral) made in or in connection with the Loan Documentsthis Agreement or any other Transaction Document or any other instrument or document delivered pursuant hereto; (ciii) 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 Loan other Transaction Document or any other instrument or document delivered pursuant hereto on the part of the Seller or any Obligor or the existence at any time of any Default under the Loan Documents Originator or to inspect the property (including the books and records) of the Seller or any ObligorOriginator; (div) shall not be responsible to any Lender Purchaser for the due execution, legality, validity, enforceability, genuineness, sufficiency or value ofof this Agreement or any other Transaction Document or any other instrument or document furnished pursuant hereto, or the perfection perfection, priority or priority value of any lien ownership interest or security interest created or purported to be created hereunder or under or in connection with, any Loan Document or any other instrument or document furnished pursuant theretothe Receivables Sale Agreement; and (ev) shall incur no liability under or in respect of this Agreement or any Loan other Transaction Document or any other instrument or document delivered pursuant hereto by acting upon any noticenotice (including notice by telephone), consent, certificate or other instrument or writing (which may be by telecopier, telegram, telecopy cable or electronic communicationtelex) reasonably 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 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 any of the Loan Documents, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the AgentAgents: (ai) may treat the Lender that made any Advance as the payee thereof until the Administrative Agent receives and accepts an Assignment and Acceptance entered into by such Lender, as assignor, and an Eligible Assignee, as assignee, as provided in Section 8.07; (ii) may consult with legal counsel (including counsel for any Obligorthe 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; (biii) makes 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 any of the Loan Documents; (civ) 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 any of the Loan Document Documents on the part of any Obligor or the existence at any time of any Default under the Loan Documents Borrower or to inspect the property (including the books and records) of any Obligorthe Borrower; (dv) 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, any of the Loan Document Documents or any other instrument or document furnished pursuant theretohereto; and (evi) shall incur no liability under or in respect of any of the Loan Document Documents by acting upon any notice, consent, certificate or other instrument or writing (which may be by telegram, telecopy or electronic communicationtelecopier) 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 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 the Loan Documentsthis Agreement, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Agent: (ai) may treat the Lender that made any Advance as the holder of the Debt resulting therefrom until the Agent receives and accepts an Assignment and Acceptance entered into by such Lender, as assignor, and an Eligible Assignee, as assignee, as provided in Section 8.07; (ii) may consult with legal counsel (including counsel for any Obligorthe 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; (biii) 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 the Loan Documentsthis Agreement; (civ) 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 any Loan Document this Agreement on the part of any Obligor the Borrower or the existence at any time of any Default under the Loan Documents or to inspect the property (including the books and records) of any Obligorthe Borrower; (dv) 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, any Loan Document this Agreement or any other instrument or document furnished pursuant theretohereto; and (evi) shall incur no liability under or in respect of any Loan Document this Agreement by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopier or telegram, telecopy or 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 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 Agreement or the other Loan Documents, except for damages caused by its or their own gross negligence or willful misconductmisconduct as determined in a final, non-appealable judgment by a court of competent jurisdiction. Without limitation of limiting the generality of the foregoing, the Agent: (a) may treat the payee of any Note as the holder thereof until Agent receives written notice of the assignment or transfer thereof signed by such payee and in form reasonably satisfactory to Agent; (b) may consult with legal counsel (including counsel for any Obligor)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; (bc) 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 or the other Loan Documents; (cd) 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 any this Agreement or the other Loan Document Documents on the part of any Obligor or the existence at any time of any Default under the Loan Documents Credit Party or to inspect the property Collateral (including the books and records) of any ObligorCredit Party; (de) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, 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 other Loan Document Documents or any other instrument or document furnished pursuant hereto or thereto; and (ef) shall incur no liability under or in respect of any this Agreement or the other Loan Document Documents by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopy, telegram, telecopy cable or electronic communicationtelex) 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 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 the Loan Documentsthis Agreement, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Agent: (ai) may treat the Lender that made any Term Loan as the holder of the Debt resulting therefrom until the Agent receives and accepts an Assignment and Acceptance entered into by such Lender, as assignor, and an Eligible Assignee, as assignee, as provided in Section 9.07; (ii) may consult with legal counsel (including counsel for any Obligorthe Company), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (biii) 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 the Loan Documentsthis Agreement; (civ) 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 any Loan Document this Agreement on the part of any Obligor the Company or the existence at any time of any Default under the Loan Documents or to inspect the property (including the books and records) of any Obligorthe Company; (dv) 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, any Loan Document this Agreement or any other instrument or document furnished pursuant theretohereto; and (evi) shall incur no liability under or in respect of any Loan Document this Agreement by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopier or telegram, telecopy or 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 may, without incurring any liability hereunder, (a) consult with any of its respective directorsRelated Persons and, officerswhether or not selected by it, agents any other advisors, accountants and other experts (including advisors to, and accountants and experts engaged by, any Loan Party) and (b) rely and act upon any document and information (including those transmitted by electronic transmission) and any telephone message or employees conversation, in each case believed by it to be genuine and transmitted, signed or otherwise authenticated by the appropriate parties. None of Agent and its Related Persons shall be liable for any action taken or omitted to be taken by it or any of them under or in connection with the any Loan DocumentsDocument, and each Lender and each Loan Party hereby waives and shall not assert (and each Loan Party shall cause its Subsidiaries to waive and agree not to assert) any right, claim or cause of action based thereon, except for its or their own to the extent of liabilities resulting from the gross negligence or willful misconductmisconduct of Agent or, as the case may be, such Related Person (each as determined in a final, non-appealable judgment of a court of competent jurisdiction) in connection with the duties of Agent expressly set forth herein. Without limitation of the generality of limiting the foregoing, the Agent: (ai) may consult with legal counsel (including counsel for any Obligor), independent public accountants and other experts selected by it and shall not be liable responsible or otherwise incur liability for any action taken or omitted to be omission taken in good faith by it reliance upon the instructions of the Required Lenders or for the actions or omissions of any of its Related Persons, except to the extent that a court of competent jurisdiction determines in accordance a final non-appealable judgment that Agent acted with gross negligence or willful misconduct in the advice selection of such counsel, accountants or expertsRelated Person; (bii) makes no warranty or representation to any Lender and shall not be responsible to any Lender or other Person for the due execution, legality, validity, enforceability, effectiveness, genuineness, sufficiency or value of, or the attachment, perfection or priority of any Lien created or purported to be created under or in connection with, any Loan Document; (iii) makes no warranty or representation, and shall not be responsible, to any Lender or other Person for any statementsstatement, warranties document, information, representation or representations warranty made or furnished by or on behalf of any Loan Party or any Related Person of any Loan Party in connection with any Loan Document or any transaction contemplated therein or any other document or information with respect to any Loan Party, whether or not transmitted or (whether written except for documents expressly required under any Loan Document to be transmitted to the Lenders) omitted to be transmitted by Agent, including as to completeness, accuracy, scope or oral) made in adequacy thereof, or for the scope, nature or results of any due diligence performed by Agent in connection with the Loan Documents; and (civ) 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 provision of any Loan Document, whether any condition set forth in any Loan Document on is satisfied or waived, as to the part financial condition of any Obligor Loan Party or as to the existence at any time or continuation or possible occurrence or continuation of any Default under the Loan Documents or to inspect the property (including the books Event of Default, and records) of any Obligor; (d) shall not be responsible deemed to have notice or knowledge of such occurrence or continuation unless it has received a notice from any Loan Party or any Lender describing such Event of Default that is clearly labeled “notice of default” (in which case Agent shall promptly give notice of such receipt to all Lenders, provided that Agent shall not be liable to any Lender for any failure to do so, except to the due executionextent that such failure is attributable to Agent’s gross negligence or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction); and, legalityfor each of the items set forth in clauses (i) through (iv) above, 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, each Lender and any Loan Document or any other instrument or document furnished pursuant thereto; Party hereby waives and agrees not to assert (e) shall incur no liability under or in respect of and any Loan Document by acting upon Party shall cause its Subsidiaries to waive and agree not to assert) any noticeright, consent, certificate claim or other instrument or writing (which may be by telegram, telecopy or electronic communication) believed by cause of action it to be genuine and signed or sent by the proper party or partiesmight have against Agent based thereon.

Agent’s Reliance, Etc. Neither the 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 the Loan Documentsthis Agreement, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Agent: (ai) may treat the Lender that made any Advance as the holder of the Debt resulting therefrom until the Agent receives and accepts an Assignment and Acceptance entered into by such Lender, as assignor, and an Eligible Assignee, as assignee, as provided in Section 8.07; (ii) may consult with legal counsel (including counsel for any Obligorthe 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; (biii) 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 the Loan Documentsthis Agreement; (civ) 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 any Loan Document this Agreement on the part of any Obligor the Borrower or the existence at any time of any Default under the Loan Documents or to inspect the property (including the books and records) of any Obligorthe Borrower; (dv) 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, any Loan Document this Agreement or any other instrument or document furnished pursuant theretohereto; and (evi) shall incur no liability under or in respect of any Loan Document this Agreement by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopier or telegram, telecopy or electronic communication) 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 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 any of the Loan Documents, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative Agent: (ai) may treat the Lender that made any Advance as the payee thereof until the Administrative Agent receives and accepts an Assignment and Acceptance entered into by such Lender, as assignor, and an Eligible Assignee, as assignee as provided in Section 10.06, (ii) may consult with legal counsel (including counsel for any Obligorthe 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; (biii) makes 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 any of the Loan Documents; (civ) 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 any of the Loan Document Documents on the part of any Obligor or the existence at any time of any Default under the Loan Documents Borrower or to inspect the property (including the books and records) of any Obligorthe Borrower; (dv) 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, any of the Loan Document Documents or any other instrument or document furnished pursuant theretohereto; and (evi) shall incur no liability under or in respect of any of the Loan Document Documents by acting upon any notice, consent, certificate or other instrument or writing (which may be by telegram, telecopy or electronic communicationtelecopier) 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 the Loan Documents, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative Agent: (a) may treat the payee of any Note as the holder thereof until the Administrative Agent receives and accepts an Accession Agreement entered into by an Acceding Lender as provided in Section 2.17 or an Assignment and Acceptance entered into by the Lender that is the payee of such Note, as assignor, and an Eligible Assignee, as assignee, as provided in Section 9.07; (b) may consult with legal counsel (including counsel for any ObligorLoan 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; (bc) 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 the Loan Documents; (cd) 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 any Loan Document on the part of any Obligor Loan Party or the existence at any time of any Default under the Loan Documents or to inspect the property (including the books and records) of any ObligorLoan Party; (de) shall not be responsible to any Lender Party for the due execution, legality, validity, enforceability, genuineness, existence, sufficiency or value of, or the creation, perfection or priority of 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 (ef) shall incur no liability under or in respect of any Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telegram, telecopy or telex 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 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 the Loan Documentsthis Agreement, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Agent: (ai) may treat the Lender that made any Advance as the holder of the Debt resulting therefrom until the Agent receives and accepts an Assignment and Acceptance entered into by such Lender, as assignor, and an Eligible Assignee, as assignee, as provided in Section 9.07; (ii) may consult with legal counsel (including counsel for any Obligorthe Loan 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; (biii) 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 the Loan Documentsthis Agreement; (civ) 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 any Loan Document this Agreement on the part of any Obligor Loan Party or the existence at any time of any Default under the Loan Documents or to inspect the property (including the books and records) of any ObligorLoan Party; (dv) 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, any Loan Document this Agreement or any other instrument or document furnished pursuant theretohereto; and (evi) shall incur no liability under or in respect of any Loan Document this Agreement by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopier or telegram, telecopy or 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 respective 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 Agreement or any other Transaction Document or any other instrument or document delivered pursuant hereto (including, without limitation, the Loan DocumentsAgent’s servicing, administering or collecting Pool Receivables as Servicer pursuant to Section 6.01), except for its or their own gross negligence or willful misconduct. Without limitation of limiting the generality of the foregoing, except as otherwise agreed by the Agent and any Owner, the Agent: (ai) may consult with legal counsel (including counsel for any Obligorthe Seller, the Servicer or the Canadian Originator), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (bii) 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 the Loan Documentsthis Agreement or any other Transaction Document or any other instrument or document delivered pursuant hereto; (ciii) 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 Loan other Transaction Document or any other instrument or document delivered pursuant hereto on the part of any Obligor the Seller or the existence at any time of any Default under the Loan Documents Canadian Originator or to inspect the property (including the books and records) of any Obligorthe Seller or the Canadian Originator; (div) shall not be responsible to any Lender Owner for the due execution, legality, validity, enforceability, genuineness, sufficiency or value ofof this Agreement or any other Transaction Document or any other instrument or document furnished pursuant hereto, or the perfection perfection, priority or priority value of any lien ownership interest or security interest created or purported to be created hereunder or under or in connection with, any Loan Document or any other instrument or document furnished pursuant theretothe Canadian Receivables Sale Agreement; and (ev) shall incur no liability under or in respect of this Agreement or any Loan other Transaction Document or any other instrument or document delivered pursuant hereto by acting upon any noticenotice (including notice by telephone), consent, certificate or other instrument or writing (which may be by telecopier, telegram, telecopy cable or electronic communicationtelex) 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 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 the Loan Documentsthis Agreement, except for its or their own gross negligence or willful misconduct. Without limitation of limiting the generality of the foregoing, the Agent: : (a) may treat the Lender that made any Advance as the payee thereof until the Agent receives and accepts an assignment entered into by such Lender, as assignor, and an Eligible Assignee, as assignee, as provided in Section 2.21; (b) may consult with legal counsel (including counsel for any Obligorthe Borrowers), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or other experts; ; (bc) 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 the Loan Documents; this Agreement; (cd) 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 any Loan Document this Agreement on the part of any Obligor or the existence at any time of any Default under the Loan Documents Borrower or to inspect the property (including the books and records) of any Obligor; Borrower; (de) 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, any Loan Document this Agreement or any other instrument or document furnished pursuant theretohereto; and Five-Year Credit Agreement 50 (ef) shall incur no liability under or in respect of any Loan Document this Agreement by acting upon any notice, consent, certificate or other instrument or writing (which may be by telegramtelecopier, telecopy cable or electronic communicationtelex) 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 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 the this Agreement or any other Loan DocumentsDocument, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Agent: (ai) may treat the Lender that made any Advance as the holder 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 2.19, as the case may be, or an Assignment and Acceptance entered into by such Lender, as assignor, and an Eligible Assignee, as assignee, as provided in Section 8.07; (ii) may consult with legal counsel (including counsel for any Obligorthe 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; (biii) 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 the Loan Documentsthis Agreement; (civ) 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 or any other Loan Document on the part of any Obligor Loan Party or the existence at any time of any Default under the Loan Documents or to inspect the property (including the books and records) of any ObligorLoan Party; (dv) 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, any other Loan Document or any other instrument or document furnished pursuant theretohereto; and (evi) 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 telegram, telecopy telecopier or electronic communicationtelex) 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 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 the Loan Documentsthis Agreement, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Agent: (ai) may treat the Lender that made any Advance as the holder of the Debt resulting therefrom until the Agent receives and accepts an Assignment and Acceptance entered into by such Lender, as assignor, and an Eligible Assignee, as assignee, as provided in Section 9.07; (ii) may consult with legal counsel (including counsel for any Obligorthe Loan 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; (biii) 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 the Loan Documentsthis Agreement; (civ) 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 any Loan Document this Agreement on the part of any Obligor Loan Party or the existence at any time of any Default under the Loan Documents or to inspect the property (including the books and records) of any ObligorLoan Party; (dv) 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, any Loan Document this Agreement or any other instrument or document furnished pursuant theretohereto; and (evi) shall incur no liability under or in respect of any Loan Document this Agreement by acting upon any notice, consent, certificate or other instrument or writing (which may be by telegram, telecopy or electronic communicationtelecopier) 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 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 the Loan Documentsthis Agreement, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Agent: (ai) may treat the Lender that made any Advance as the holder of the Debt resulting therefrom until the Agent receives and accepts an Assignment and Acceptance entered into by such Lender, as assignor, and an Eligible Assignee, as assignee, as provided in Section 8.06; (ii) may consult with legal counsel (including counsel for any Obligorthe 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; (biii) 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 the Loan Documentsthis Agreement; (civ) 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 any Loan Document this Agreement on the part of any Obligor the Borrower or the existence at any time of any Default under the Loan Documents or to inspect the property (including the books and records) of any Obligorthe Borrower; (dv) 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, any Loan Document this Agreement or any other instrument or document furnished pursuant theretohereto; and (evi) shall incur no liability under or in respect of any Loan Document this Agreement by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopier or telegram, telecopy or 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 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 the Loan Documentsthis Agreement, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Agent: (ai) may treat the Lender that made any Advance as the holder of the Debt resulting therefrom until the Agent receives and accepts an Assignment and Acceptance entered into by such Lender, as assignor, and an Eligible Assignee, as assignee, as provided in Section 9.07; (ii) may consult with legal counsel (including counsel for any Obligorthe Company), 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; (biii) 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 the Loan Documentsthis Agreement; (civ) 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 any Loan Document this Agreement on the part of any Obligor Borrower or the existence at any time of any Default under the Loan Documents or to inspect the property (including the books and records) of any ObligorBorrower; (dv) 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, any Loan Document this Agreement or any other instrument or document furnished pursuant theretohereto; and (evi) shall incur no liability under or in respect of any Loan Document this Agreement by acting upon any notice, consent, certificate or other instrument or writing (which may be by telegramtelecopier, telecopy telegram or electronic communicationtelex) 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 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 the Loan Documentsthis Agreement, except for its or their own gross negligence or willful misconductmisconduct as determined by a court of competent jurisdiction by a final and nonappealable judgment. Without limitation of the generality of the foregoing, the Agent: (ai) may treat the Lender that made any Revolving Credit Advance as the holder 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 2.19, as the case may be, or an Assignment and Assumption entered into by such Lender, as assignor, and an Eligible Assignee, as assignee, as provided in Section 8.07; (ii) may consult with legal counsel (including counsel for any Obligorthe 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; (biii) 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 the Loan Documentsthis Agreement; (civ) 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 any Loan Document this Agreement on the part of any Obligor the Borrower or the existence at any time of any Default under the Loan Documents or to inspect the property (including the books and records) of any Obligorthe Borrower; (dv) 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, any Loan Document this Agreement or any other instrument or document furnished pursuant theretohereto; and (evi) shall incur no liability under or in respect of any Loan Document this Agreement by acting upon any notice, consent, certificate or other instrument or writing (which may be by telegramelectronic message, telecopy Internet website posting, facsimile, e-mail or electronic communicationother distribution) believed by it to be genuine and signed or sent by the proper party or partiesparties and may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon; (viii) shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing; (ix) 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, a Lender, or an Issuing Bank; (x) shall not be responsible for the contents of any certificate, report, or other document delivered hereunder or in connection herewith; (xi) shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby that the Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the relevant Lenders as shall be necessary under the circumstances as provided in Section 8.01), (xii) shall not, except expressly set forth herein, have any duty to disclose, and shall not be liable for failure to disclose, any information related to the Borrower or any of its Affiliates that is communicated to or obtained by the Person serving as Agent or any of its Affiliates in any capacity, and (xiii) shall not be responsible for 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; it being understood that in determining compliance with any condition hereunder to the making of a Revolving Credit Advance or the Issuance of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or an Issuing Bank, the Agent may presume that such condition is satisfactory to such Lender or such Issuing Bank unless the Agent shall have received notice to the contrary from such Lender or such Issuing Bank prior to the making of such Revolving Credit Advance or the Issuance of such letter of Credit. The Agent may consult with legal counsel, independent accountants, and other experts selected by it, as well as the Borrower and its representatives, and shall not be liable to the Lenders or the Issuing Banks for any action taken or not taken by it in accordance with the advice of any such counsel, accountants, or experts.

Agent’s Reliance, Etc. Neither the 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 the Loan Documentsthis Agreement, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Agent: (ai) may treat the Lender that made any Advance as the holder of the Indebtedness resulting therefrom until the Agent receives and accepts an Assignment and Acceptance entered into by such Lender, as assignor, and an Eligible Assignee, as assignee, as provided in Section 9.07; (ii) may consult with legal counsel (including counsel for any Obligorthe Company), 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; (biii) 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 the Loan Documentsthis Agreement; (civ) 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 any Loan Document this Agreement on the part of any Obligor Borrower or the existence at any time of any Default under the Loan Documents or to inspect the property (including the books and records) of any ObligorBorrower; (dv) 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, any Loan Document this Agreement or any other instrument or document furnished pursuant theretohereto; and (evi) shall incur no liability under or in respect of any Loan Document this Agreement by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopier or telegram, telecopy or 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 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 the Loan Documentsthis Agreement, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Agent: (ai) may treat the Lender that made any Advance as the holder of the Debt resulting therefrom until the Agent receives and accepts an Assignment and Acceptance entered into by such Lender, as assignor, and an Eligible Assignee, as assignee, as provided in Section 9.07; (ii) may consult with legal counsel (including counsel for any Obligorthe Company), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (biii) 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 the Loan Documentsthis Agreement; (civ) 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 any Loan Document this Agreement on the part of the Company or any Obligor or the existence at any time of any Default under the Loan Documents other Borrower or to inspect the property (including the books and records) of the Company or any Obligorother Borrower; (dv) 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, any Loan Document this Agreement or any other instrument or document furnished pursuant theretohereto; and (evi) shall incur no liability under or in respect of any Loan Document this Agreement by acting upon any notice, consent, certificate or other instrument or writing (which may be by telegram, telecopy or electronic communicationfacsimile) 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 respective 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 Agreement or any other Transaction Document or any other instrument or document delivered pursuant hereto (including, without limitation, the Loan DocumentsAgent’s servicing, administering or collecting Pool Receivables as Servicer pursuant to Section 6.01), except for its or their own gross negligence or willful misconduct. Without limitation of limiting the generality of the foregoing, except as otherwise agreed by the Agent and any Owner, the Agent: (ai) may consult with legal counsel (including counsel for the Seller, the Servicer or any ObligorOriginator), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (bii) 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 the Loan Documentsthis Agreement or any other Transaction Document or any other instrument or document delivered pursuant hereto; (ciii) 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 Loan other Transaction Document or any other instrument or document delivered pursuant hereto on the part of the Seller or any Obligor or the existence at any time of any Default under the Loan Documents Originator or to inspect the property (including the books and records) of the Seller or any ObligorOriginator; (div) shall not be responsible to any Lender Owner for the due execution, legality, validity, enforceability, genuineness, sufficiency or value ofof this Agreement or any other Transaction Document or any other instrument or document furnished pursuant hereto, or the perfection perfection, priority or priority value of any lien ownership interest or security interest created or purported to be created hereunder or under or in connection with, any Loan Document or any other instrument or document furnished pursuant theretothe Second Amended and Restated Receivables Sale Agreement; and (ev) shall incur no liability under or in respect of this Agreement or any Loan other Transaction Document or any other instrument or document delivered pursuant hereto by acting upon any noticenotice (including notice by telephone), consent, certificate or other instrument or writing (which may be by telecopier, telegram, telecopy cable or electronic communicationtelex) 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 may, without incurring any liability hereunder, (a) consult with any of its respective directorsRelated Persons and, officerswhether or not selected by it, agents any other advisors, accountants and other experts (including advisors to, and accountants and experts engaged by, any Loan Party) and (b) rely and act upon any document and information (including those transmitted by electronic transmission) and any telephone message or employees conversation, in each case believed by it to be genuine and transmitted, signed or otherwise authenticated by the appropriate parties. None of Agent and its Related Persons shall be liable for any action taken or omitted to be taken by it or any of them in connection with the duties of Agent under or in connection with the any Loan DocumentsDocument, and each Lender and each Loan Party hereby waives and shall not assert (and each Loan Party shall cause its Subsidiaries to waive and agree not to assert) any right, claim or cause of action based thereon, except for its or their own to the extent of liabilities resulting from the gross negligence or willful misconductmisconduct of Agent or, as the case may be, such Related Person (each as determined in a final, non-appealable judgment of a court of competent jurisdiction) in connection with the duties of Agent expressly set forth herein. Without limitation of the generality of limiting the foregoing, the Agent: (ai) may consult with legal counsel (including counsel for any Obligor), independent public accountants and other experts selected by it and shall not be liable responsible or otherwise incur liability for any action taken or omitted to be omission taken in good faith by it reliance upon the instructions of the Requisite Lenders or for the actions or omissions of any of its Related Persons, except to the extent that a court of competent jurisdiction determines in accordance a final non-appealable judgment that Agent acted with gross negligence or willful misconduct in the advice selection of such counsel, accountants or expertsRelated Person; (bii) makes no warranty or representation to any Lender and shall not be responsible to any Lender or other Person for the due execution, legality, validity, enforceability, effectiveness, genuineness, sufficiency or value of, or the attachment, perfection or priority of any Lien created or purported to be created under or in connection with, any Loan Document; (iii) makes no warranty or representation, and shall not be responsible, to any Lender or other Person for any statementsstatement, warranties document, information, representation or representations warranty made or furnished by or on behalf of any Loan Party or any Related Person of any Loan Party in connection with any Loan Document or any transaction contemplated therein or any other document or information with respect to any Loan Party, whether or not transmitted or (whether written except for documents expressly required under any Loan Document to be transmitted to the Lenders) omitted to be transmitted by Agent, including as to completeness, accuracy, scope or oral) made in adequacy thereof, or for the scope, nature or results of any due diligence performed by Agent in connection with the Loan Documents; and (civ) 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 provision of any Loan Document, whether any condition set forth in any Loan Document on is satisfied or waived, as to the part financial condition of any Obligor Loan Party or as to the existence at any time or continuation or possible occurrence or continuation of any Default under the Loan Documents or to inspect the property (including the books Event of Default, and records) of any Obligor; (d) shall not be responsible deemed to have notice or knowledge of such occurrence or continuation unless it has received a notice from any Loan Party or any Lender describing such Event of Default that is clearly labeled "notice of default" (in which case Agent shall promptly give notice of such receipt to all Lenders; provided that Agent shall not be liable to any Lender for failure to do so, except to the due executionextent that such failure is attributable to Agent's gross negligence or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction); and, legalityfor each of the items set forth in clauses (i) through (iv) above, validityeach Lender and Borrower hereby waives and agrees not to assert (and Borrower shall cause its Subsidiaries to waive and agree not to assert) any right, enforceability, genuineness, sufficiency claim or value of, or the perfection or priority cause 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 (e) shall incur no liability under or in respect of any Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telegram, telecopy or electronic communication) believed by action it to be genuine and signed or sent by the proper party or partiesmight have against Agent based thereon.

Agent’s Reliance, Etc. (a) Neither the Agent or the Documentation 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 the Loan DocumentsFinancing Agreements, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, each of the Agent and the Documentation Agent: (ai) 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 Holder that is the payee of such Note, as assignor, and an assignee, as provided in Section 9.4; (ii) may consult with legal counsel (including including, without limitation, counsel for any Obligorthe Issuer), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (biii) makes no warranty or representation to any Lender the Issuer and shall not be responsible to any Lender the Issuer for any statements, warranties or representations (whether written or oral) made in or in connection with the Loan DocumentsFinancing Agreements; (civ) 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 any Loan Document Financing Agreement on the part of any Obligor or the existence at any time of any Default under the Loan Documents Issuer or to inspect the property (including including, without limitation, the books and records) of any Obligorthe Issuer; (dv) shall not be responsible to any Lender Holder 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, any Loan Document Financing Agreement or any other instrument or document furnished pursuant thereto; and or (evi) shall incur no liability under or in respect of any Loan Document Financing Agreement by acting upon any notice, consent, certificate or other instrument or writing (which may be by telegram, telecopy or electronic communicationtelex) believed by it to be genuine and signed or sent by the proper party or parties. (b) Each of the Agent and the Documentation Agent undertakes to perform such duties and only such duties as are specifically set forth in this Agreement. Neither the Agent nor the Documentation Agent shall have any duties or responsibilities except those expressly set forth in this Agreement or be a trustee for or have any fiduciary obligation to any party hereto. (c) The duties and obligations of the Agent and the Documentation Agent shall be determined solely by the express provisions of this Agreement, and no implied covenants or obligations shall be read into this Agreement against the Agent or the Documentation Agent. (d) In the absence of willful misconduct, bad faith or gross negligence on the part of the Agent or the Documentation Agent, as the case may be, the Agent or the Documentation Agent, as the case may be, may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Agent or the Documentation Agent, as the case may be, which conform to the requirements of this Agreement. (e) None of the provisions of this Agreement shall require the Agent or the Documentation Agent, as the case may be, to expend or risk its own funds or otherwise to incur any liability, financial or otherwise, in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers if it shall have reasonable grounds for believing that repayment of such funds or indemnity satisfactory to it against such risk or liability is not assured to it. (f) Whenever in the administration of the provisions of this Agreement the Agent or the Documentation Agent, as the case may be, shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering any action to be taken hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of willful misconduct, gross negligence or bad faith on the part of the Agent, or the Documentation Agent, as the case may be, be deemed to be conclusively proved and established by a written notice from the applicable Holders and delivered to the Agent or the Documentation Agent, as the case may be, and such written notice, in the absence of willful misconduct, gross negligence or bad faith on the part of the Agent or the Documentation Agent, as the case may be, shall be full warrant to the Agent or the Documentation Agent, as the case may be, for any action taken, suffered or omitted by it under the provisions of this Agreement upon the faith thereof. (g) Neither the Agent nor the Documentation Agent shall be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, entitlement order, approval or other paper or document other than as otherwise specified in this Agreement. (h) The Agent and the Documentation Agent, as the case may be, may execute any of their respective powers hereunder or perform any of their respective duties hereunder either directly or by or through agents, attorneys, custodians or nominees appointed with due care, and shall not be responsible for any willful misconduct or gross negligence on the part of any agent, attorney, custodian or nominee so appointed. (i) Any corporation into which the Agent or the Documentation Agent, as the case may be, may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Agent or the Documentation Agent, as the case may be, shall be a party, or any corporation succeeding to the business of the Agent or the Documentation Agent, as the case may be, shall be the successor of the Agent or the Documentation Agent, as the case may be, hereunder without the execution or filing of any paper with any party hereto or any further act on the part of any of the parties hereto except where an instrument of transfer or assignment is required by law to effect such succession, anything herein to the contrary notwithstanding. (j) In no event shall the Agent or the Documentation Agent be liable for special, punitive, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Agent or the Documentation Agent has been advised of the likelihood of such loss or damage and regardless of the form of action.

Agent’s Reliance, Etc. Neither the any 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 the Loan Documents, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the each Agent: (a) 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 9.07; (b) may consult with legal counsel (including counsel for any ObligorLoan 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; (bc) 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 the Loan Documents; (cd) 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 any Loan Document on the part of any Obligor Loan Party or the existence at any time of any Default under the Loan Documents or to inspect the property (including the books and records) of any ObligorLoan Party; (de) 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 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 (ef) shall incur no liability under or in respect of any Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telegram, telecopy or email 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 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 the Loan Documentsthis Agreement, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Agent: (ai) may treat the Lender that made any Advance as the holder of the Debt resulting therefrom payee of any Note as the holder thereof until the Agent receives and accepts an Assumption Agreement entered into by an Assuming Lender as provided in Section 2.17, or an Assignment and Acceptance entered into by such Lender, as assignor, and an Eligible Assignee, as assignee, as provided in Section 8.07; (ii) may consult with legal counsel (including counsel for any Obligorthe 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; (biii) 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 the Loan Documentsthis Agreement; (civ) 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 any Loan Document this Agreement on the part of any Obligor the Borrower or the existence at any time of any Default under the Loan Documents or to inspect the property (including the books and records) of any Obligorthe Borrower; (dv) 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, any Loan Document this Agreement or any other instrument or document furnished pursuant theretohereto; and (evi) shall incur no liability under or in respect of any Loan Document this Agreement by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopier or telegram, telecopy or 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 An Agent, its respective directors, officers, agents or employees shall not be liable for any action taken or omitted to be taken by it or them under or in connection with the this Agreement or any other Loan DocumentsDocument, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the each Agent: (a) may treat the payee of any Promissory Note as the holder thereof until such Agent receives conclusive evidence of a legally effective transfer in accordance with Section 9.04 of this Agreement; (b) may consult with legal counsel (including counsel for any Obligorthe Borrowers), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (bc) 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 the this Agreement or any other Loan DocumentsDocument; (cd) 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 Loan Document on the part of any Obligor or the existence at any time of any Default under the Loan Documents Borrowers or to inspect the property Property (including the books and records) of any Obligorthe Borrowers; provided, however, that the Collateral Agent has certain duties with respect to the inspection of certain of the Collateral as set forth in Section 8.01(b) of this Agreement; (de) 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 Loan Document or any other instrument or document furnished pursuant theretohereto; provided, however, that the Collateral Agent and the Documentation Agent (with respect to the Documentation Agent, solely as to the period prior to the closing of the transactions contemplated by this Agreement) have certain duties with respect to filing and continuation of financing statements and Preferred Ship’s Mortgages (in certain cases) covering the Collateral; and (ef) 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, telegram, telecopy electronic mail or electronic communicationtelex) 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 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 the Loan Documentsthis Agreement, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Agent: (ai) may treat the Lender that made any Loan as the holder of the Debt resulting therefrom until the Agent receives and accepts an Assignment and Acceptance entered into by such Lender, as assignor, and an Eligible Assignee, as assignee, as provided in Section 9.07; (ii) may consult with legal counsel (including counsel for any Obligorthe 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; (biii) 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 the Loan Documentsthis Agreement; (civ) 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 any Loan Document this Agreement on the part of any Obligor the Borrower or the existence at any time of any Default under the Loan Documents or to inspect the property (including the books and records) of any Obligorthe Borrower; (dv) 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, any Loan Document this Agreement or any other instrument or document furnished pursuant theretohereto; and (evi) shall incur no liability under or in respect of any Loan Document this Agreement by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopier or telegram, telecopy or 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 respective --------------------- directors, officers, agents or employees shall be liable to the Lenders for any action taken or omitted to be taken by it or them under or in connection with this Agreement or the Loan Documentsother Lender Agreements, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Agent: (a) may treat the payee of any Note as the holder thereof until the Agent receives written notice of the assignment or transfer thereof signed by such payee and in form required under Section IX hereof; (b) may consult with legal counsel (including counsel for any Obligor)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; (bc) 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 Agreement or the Loan Documentsother Lender Agreements; (cd) 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 any Loan Document this Agreement or the other Lender Agreements on the part of the Parent, the Borrowers or any Obligor or the existence at any time of any Default under the Loan Documents other entity or to inspect the property (including the books and records) of the Parent, the Borrowers or any Obligorother entity; (de) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, 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 other Lender Agreements or any other instrument or document furnished pursuant hereto or thereto; and (ef) shall incur no liability under or in respect of any Loan Document this Agreement or the other Lender Agreements by acting upon any notice, consent, certificate or other instrument or writing (which may be by telegram, telecopy or electronic communicationtelegram) believed by it the Agent to be genuine and signed or sent by the proper party or parties.

Agent’s Reliance, Etc. Neither None of the 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 or the Loan Documentsother Transaction Documents (including in servicing, administering or collecting Receivables) except for its or their own gross negligence or willful misconduct, bad faith or gross negligence. Without limitation of the generality of limiting the foregoing, the Agent: : (ai) may consult with legal counsel (including counsel for any Obligorthe Transferor), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; ; (bii) may perform any of its duties hereunder by or through agents or employees; (iii) makes no warranty or representation to any Lender Purchaser Party and shall not be responsible to any Lender Purchaser Party for any statements, warranties or representations (whether written or oral) made in or in connection with the Loan Documents; this Agreement or any other Transaction Document; (civ) 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 Loan other Transaction Document on the part of the Transferor or any Obligor or the existence at any time of any Default under the Loan Documents other Person or to inspect the property (including the books and records) of the Transferor or any Obligorother Person (except as otherwise expressly set forth in this Agreement); and (dv) shall not be responsible to any Lender Purchaser Party for the due execution, legality, validity, enforceability, genuineness, sufficiency sufficiency, or 105 value ofof this Agreement or any other Transaction Document, or for any failure of the Transferor or any other Person to perform its obligations under the Transaction Documents. The Agent shall not be liable to any Person for consequential damages resulting from any breach of contract, tort or other wrong in connection with the negotiation, documentation, administration of this Agreement or any other Transaction Document, or the perfection or priority collection of any lien amounts due hereunder or security interest created or purported thereunder. The Agent shall be entitled to rely reasonably, and shall be created under or fully protected in connection withreasonably relying, any Loan Document or any other instrument or document furnished pursuant thereto; and (e) shall incur no liability under or in respect of any Loan Document by acting upon any note, writing, resolution, notice, consent, certificate certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other instrument document or writing (which may be by telegram, telecopy or electronic communication) conversation reasonably believed by it to be genuine and signed correct and to have been signed, sent or sent made by the proper party Person or partiesPersons, and upon the advice and statements of legal counsel (including counsel to the Transferor), independent accountants and other experts selected by the Agent.

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 the Loan Documents, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative Agent: (a) may treat the payee of any Note as the holder thereof until the Administrative Agent receives and accepts an Accession Agreement entered into by an Acceding Lender as provided in Section 2.17 or an Assignment and Acceptance entered into by the Lender that is the payee of such Note, as assignor, and an Eligible Assignee, as assignee, as provided in Section 9.07; (b) may consult with legal counsel (including counsel for any ObligorLoan 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; (bc) 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 the Loan Documents; (cd) 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 any Loan Document on the part of any Obligor Loan Party or the existence at any time of any Default under the Loan Documents or to inspect the property (including the books and records) of any ObligorLoan Party; (de) shall not be responsible to any Lender Party for the due execution, legality, validity, enforceability, genuineness, existence, sufficiency or value of, or the creation, perfection or priority of 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 (ef) shall incur no liability under or in respect of any Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telegram, telecopy or telex or other electronic communication) believed by it to be genuine and signed or sent by the proper party orterm is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties.

Agent’s Reliance, Etc. Neither the 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 the Loan Documentsthis Agreement, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Agent: (ai) may treat the Lender that made any Advance as the holder of the Debt resulting therefrom until the Agent receives and accepts an Assignment and Acceptance entered into by such Lender, as assignor, and an Eligible Assignee, as assignee, as provided in Section 8.07; (ii) may consult with legal counsel (including counsel for any Obligorthe 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; (biii) 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 the Loan Documentsthis Agreement; (civ) 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 any Loan Document this Agreement (except as expressly provided in Articled III) on the part of any Obligor the Borrower or the existence at any time of any Default under the Loan Documents or to inspect the property (including the books and records) of any Obligorthe Borrower; (dv) 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, any Loan Document this Agreement or any other instrument or document furnished pursuant theretohereto; and (evi) shall incur no liability under or in respect of any Loan Document this Agreement by acting upon any notice, consent, certificate or other instrument or writing (which may be by telegram, telecopy or electronic communicationtelecopier) 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 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 the Loan Documents, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Agent: (a) may treat the Lender that made any Advance as the holder of the Debt resulting therefrom until the Agent receives and accepts an Assignment and Acceptance entered into by such Lender, as assignor, and an Eligible Assignee, as assignee, as provided in Section 8.07; (b) may consult with legal counsel (including counsel for any ObligorLoan 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; (bc) 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 with, the Loan Documents; (cd) 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 any Loan Document on the part of any Obligor or the existence at any time of any Default under the Loan Documents Party or to inspect the property (including the books and records) of any ObligorLoan Party; (de) 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 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 (ef) shall incur no liability under or in respect of any Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telegram, telecopy or electronic communicationtelex) 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 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 the this Agreement or any other Loan DocumentsDocument, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Agent: (ai) may treat the Lender that made any Loan or Advance as the holder 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, as the case may be, or an Assignment and Acceptance entered into by such Xxxxxx, as assignor, and an Eligible Assignee, as assignee, as provided in Section 8.07; (ii) may consult with legal counsel (including counsel for any Obligorthe 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; (biii) 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 the Loan Documentsthis Agreement; (civ) 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 or any other Loan Document on the part of any Obligor Loan Party or the existence at any time of any Default under the Loan Documents or to inspect the property (including the books and records) of any ObligorLoan Party; (dv) 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, any other Loan Document or any other instrument or document furnished pursuant theretohereto; and (evi) 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 telegram, telecopy telecopier or electronic communicationtelex) 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 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 the Loan Documentsthis Agreement, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Agent: (a) may treat the payee of any Note as the holder thereof until the Agent receives and accepts an Assignment and Acceptance entered into by the Lender that is the payee of such Note, as assignor, and an assignee, as provided in Section 8.07; (b) may consult with legal counsel (including counsel for any Obligorthe 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; (bc) 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 the Loan Documentsthis Agreement; (cd) 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 any Loan Document this Agreement on the part of any Obligor the Borrower or the existence at any time of any Default under the Loan Documents or to inspect the property (including the books and records) of any Obligorthe Borrower; (de) 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, any Loan Document this Agreement or any other instrument or document furnished pursuant theretohereto; and (ef) shall incur no liability under or in respect of any Loan Document this Agreement by acting upon any notice, consent, certificate or other instrument or writing (which may be by telegramtelecopier, telecopy telegram or electronic communicationtelex) 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 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 the Loan Documentsthis Agreement, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Agent: (ai) may treat the Lender that made any Revolving Credit Advance as the holder 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 2.19, as the case may be, or an Assignment and Assumption entered into by such Lender, as assignor, and an Eligible Assignee, as assignee, as provided in Section 8.07; (ii) may consult with legal counsel (including counsel for any Obligorthe 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; (biii) 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 the Loan Documentsthis Agreement; (civ) 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 any Loan Document this Agreement on the part of any Obligor the Borrower or the existence at any time of any Default under the Loan Documents or to inspect the property (including the books and records) of any Obligorthe Borrower; (dv) 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, any Loan Document this Agreement or any other instrument or document furnished pursuant theretohereto; and (evi) shall incur no liability under or in respect of any Loan Document this Agreement by acting upon any notice, consent, certificate or other instrument or writing (which may be by telegramelectronic message, telecopy Internet website posting, telecopier, facsimile, or electronic communicationother distribution) believed by it to be genuine and signed or sent by the proper party or partiesparties and may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon; (viii) shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing; (ix) 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, a Lender, or an Issuing Bank; (x) shall not be responsible for the contents of any certificate, report, or other document delivered hereunder or in connection herewith; and (xi) shall not be responsible for 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; it being understood that in determining compliance with any condition hereunder to the making of a Revolving Credit Advance or the Issuance of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or an Issuing Bank, the Agent may presume that such condition is satisfactory to such Lender or such Issuing Bank unless the Agent shall have received notice to the contrary from such Lender or such Issuing Bank prior to the making of such Revolving Credit Advance or the Issuance of such letter of Credit. The Agent may consult with legal counsel, independent accountants, and other experts selected by it, as well as the Borrower and its representatives, and shall not be liable to the Lenders or the Issuing Banks for any action taken or not taken by it in accordance with the advice of any such counsel, accountants, or experts.

Agent’s Reliance, Etc. Neither the 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 the Loan Documentsthis Agreement, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Agent: (a) may treat the Lender that made any Advance as the holder of the Debt resulting therefrom until the Agent receives and accepts an Assignment and Acceptance entered into by such Lender, as assignor, and an Eligible Assignee, as assignee, as provided in Section 9.06; (b) may consult with legal counsel (including counsel for any Obligorthe Company), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (bc) 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 the Loan Documentsthis Agreement; (cd) 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 any Loan Document this Agreement on the part of any Obligor or the existence at any time of any Default under the Loan Documents Borrower or to inspect the property (including the books and records) of any ObligorBorrower or the existence at any time of any Default; (de) 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 inertest created or purported to be created under or in connection with, any Loan Document this Agreement or any other instrument or document furnished pursuant theretohereto; and (ef) shall incur no liability under or in respect of any Loan Document this Agreement by acting upon any notice, consent, certificate or other instrument or writing (which may be by telegramtelecopier, telecopy telegram or electronic communicationtelex) 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 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 the Loan Documentsthis Agreement, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Agent: (ai) may treat the Lender that made any Advance as the holder of the Indebtedness resulting therefrom until the Agent receives and accepts an Assumption Agreement entered into by an Assuming Lender as provided in Section 2.18 or 2.19, as the case may be, or an Assignment and Acceptance entered into by such Lender, as assignor, and an Eligible Assignee, as assignee, as provided in Section 8.07; (ii) may consult with legal counsel (including counsel for any Obligorthe 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; (biii) 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 the Loan Documentsthis Agreement; (civ) 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 any Loan Document this Agreement on the part of any Obligor the Borrower or the existence at any time of any Default under the Loan Documents or to inspect the property (including the books and records) of any Obligorthe Borrower; (dv) 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, any Loan Document this Agreement or any other instrument or document furnished pursuant theretohereto; and (evi) shall incur no liability under or in respect of any Loan Document this Agreement by acting upon any notice, consent, certificate or other instrument or writing (which may be by telegramtelecopier, telecopy telegram or electronic communicationtelex) 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 Agents, any of its their Affiliates or any of their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it it, him, her or them under or in connection with this Agreement or the other Loan Documents, except for its its, his, her or their own gross negligence negligence, bad faith or willful misconduct. Without limitation of the generality of limiting the foregoing, each of the Agent: Agents (a) may treat the payee of any Note as its holder until such Note has been assigned in accordance with Section 14.6, (b) may rely on the Register to the extent set forth in Section 14.6, (c) may consult with legal counsel (including counsel for to the Company or any Obligorother 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; , (bd) makes no warranty or representation to any Lender or Issuing Lender and shall not be responsible to any Lender or Issuing Lender for any statements, warranties or representations (whether written made by or oral) made on behalf of Revlon, the Company or any of the Company’s Subsidiaries in or in connection with the this Agreement or any other Loan Documents; Document, (ce) shall not have any duty to ascertain or to inquire either as to the performance, performance or observance or satisfaction of any term, covenant or condition of this Agreement or any other Loan Document, as to the terms, covenants or conditions financial condition of any Borrower or any Loan Document on the part of any Obligor Party or as to the existence at any time or possible existence of any Default under the Loan Documents or to inspect the property Event of Default, (including the books and records) of any Obligor; (df) shall not be responsible to any Lender or Issuing Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the attachment, perfection or priority of any lien or security interest Lien created or purported to be created under or in connection with, this Agreement, any other Loan Document or any other instrument or document furnished pursuant thereto; hereto or thereto and (eg) shall incur no liability under or in respect of this Agreement or any other Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which writing may be by telegram, a telecopy or electronic communicationmail) or any telephone message 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 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 the Loan Documentsthis Agreement, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Agent: (ai) may treat the Lender that made any Advance as the holder of the Indebtedness resulting therefrom until the Agent receives and accepts an Assignment and Acceptance entered into by such Lender, as assignor, and an Eligible Assignee, as assignee, as provided in Section 8.07; (ii) may consult with legal counsel (including counsel for any Obligorthe 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; (biii) 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 the Loan Documentsthis Agreement; (civ) 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 any Loan Document this Agreement on the part of any Obligor the Borrower or the existence at any time of any Default under the Loan Documents or to inspect the property (including the books and records) of any Obligorthe Borrower; (dv) 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, any Loan Document this Agreement or any other instrument or document furnished pursuant theretohereto; and (evi) shall incur no liability under or in respect of any Loan Document this Agreement by acting upon any notice, consent, certificate or other instrument or writing (which may be by telegram, telecopy or electronic communicationfacsimile) 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 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 the Loan Documentsthis Agreement, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Agent: (ai) may treat the Lender that made any Advance as the holder 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 2.19, as the case may be, or an Assignment and Acceptance entered into by such Lender, as assignor, and an Eligible Assignee, as assignee, as provided in Section 8.07; (ii) may consult with legal counsel (including counsel for any Obligorthe 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; (biii) 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 the Loan Documentsthis Agreement; (civ) 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 any Loan Document this Agreement on the part of any Obligor the Borrower or the existence at any time of any Default under the Loan Documents or to inspect the property (including the books and records) of any Obligorthe Borrower; (dv) 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, any Loan Document this Agreement or any other instrument or document furnished pursuant theretohereto; and (e) shall incur no liability under or in respect of any Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telegram, telecopy or electronic communication) believed by it to be genuine and signed or sent by the proper party or parties.and

Agent’s Reliance, Etc. Neither the 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 the Loan Documentsthis Agreement, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Agent: (ai) may treat the Lender that made any Advance as the holder of the Debt resulting therefrom until the Agent receives and accepts an Assignment and Acceptance entered into by such Lender, as assignor, and an Eligible Assignee, as assignee, as provided in Section 8.07; (ii) may consult with legal counsel (including counsel for any Obligorthe 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; (biii) 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 the Loan Documentsthis Agreement; (civ) 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 any Loan Document this Agreement on the part of any Obligor the Borrower or the existence at any time of any Default under the Loan Documents or to inspect the property (including the books and records) of any Obligorthe Borrower; (dv) 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, any Loan Document this Agreement or any other instrument or document furnished pursuant theretohereto; and (evi) shall incur no liability under or in respect of any Loan Document this Agreement by acting upon any notice, consent, certificate or other instrument or writing (which may be by telegram, telecopy or electronic communicationtelecopier) 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 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 the Loan Documentsthis Agreement, except for its or their own the gross negligence or willful misconductmisconduct of the Agent. Without limitation of limiting the generality of the foregoing, the Agent: (ai) may treat the Purchaser that made any purchase as the holder of the Ownership Interest related thereto until the Agent receives and accepts an Assignment Agreement entered into by such Purchaser, as assignor, and another Person, as assignee, as provided in Section 12.01; (ii) may consult with legal counsel (including counsel for any Obligorthe 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; (biii) makes no warranty or representation to any Lender Purchaser and shall not be responsible to any Lender Purchaser for any statements, warranties or representations (whether written or oral) made in or in connection with the Loan Documentsthis Agreement or any other Transaction Document; (civ) 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 Loan other Transaction Document on the part of any Obligor or the existence at any time of any Default under the Loan Documents Seller or to inspect the property (including the books and records) of any Obligorthe Seller; (dv) shall not be responsible to any Lender Purchaser for the due execution, legality, validity, enforceability, genuineness, sufficiency or value ofof this Agreement, or the perfection or priority of any lien or security interest created or purported to be created under or in connection withother Transaction Documents, any Loan Document or any other instrument or document furnished pursuant hereto or thereto; and (evi) shall incur no liability under or in respect of any Loan Document this Agreement by acting upon any notice, consent, certificate or other instrument or writing (which may be by telegram, telecopy or electronic communicationfacsimile) 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 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 the Loan Documentsthis Agreement, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Agent: (ai) may treat the Lender that made any Advance as the holder of the Debt resulting therefrom until the Agent receives and accepts an Assignment and Acceptance entered into by such Lender, as assignor, and an Eligible Assignee, as assignee, as provided in Section 9.07; (ii) may consult with legal counsel (including counsel for any Obligorthe 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; (biii) 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 the Loan Documentsthis Agreement; (civ) 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 any Loan Document this Agreement on the part of any Obligor or the existence at any time of any Default under the Loan Documents Party or to inspect the property (including the books and records) of any ObligorLoan Party except as specifically set forth in this Agreement; (dv) 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, any Loan Document this Agreement or any other instrument or document furnished pursuant theretohereto; and (evi) shall incur no liability under or in respect of any Loan Document this Agreement by acting upon any notice, consent, certificate or other instrument or writing (which may be by telegram, telecopy telecopier or electronic communicationfacsimile) 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 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 the Loan Documentsthis Agreement, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Agent: (ai) may treat the Lender that made any Advance as the holder of the Debt resulting therefrom until the Agent receives and accepts an Assignment and Acceptance entered into by such Lender, as assignor, and an Eligible Assignee, as assignee, as provided in Section 9.07; (ii) may consult with legal counsel (including counsel for any Obligorthe Company), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (biii) 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 the Loan Documentsthis Agreement; (civ) 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 any Loan Document this Agreement on the part of any Obligor Borrower 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 Company or any Obligorother Borrower; (dv) 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, any Loan Document this Agreement or any other instrument or document furnished pursuant theretohereto; and (evi) shall incur no liability under or in respect of any Loan Document this Agreement by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopier or telegram, telecopy or 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 respective directors, officers, agents or employees employees) shall be liable for any action taken or omitted to be taken by it or them under or in connection with the Loan Documents, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Agent: (a) may treat the payee of any Note as the holder thereof until 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; (b) may consult with legal counsel (including counsel for any ObligorLender 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; (bc) 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 the Loan Documents; (cd) 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 any Loan Document on the part of any Obligor or the existence at any time of any Default under the Loan Documents Lender Party or to inspect the property (including the books and records) of any ObligorLender Party; (de) 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 Lien created or purported to be created under or in connection with, any Loan Document or any other instrument or document furnished pursuant thereto; and (ef) shall incur no liability under or in respect of any Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telegram, telecopy or electronic communicationtelex) believed by it to be genuine and signed or sent by the proper party or partiesPerson.

Agent’s Reliance, Etc. Neither None of the Agent nor Agents, any of its their Affiliates or any of their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it it, him, her or them under or in connection with this Agreement or the other Loan Documents, except for its its, his, her or their own gross negligence or willful misconduct. Without limitation of the generality of limiting the foregoing, each of the Agent: Agents (a) may treat the payee of any Note as its holder until such Note has been assigned in accordance with Section 11.2 (Assignments and Participations), (b) may rely on the Register to the extent set forth in Section 11.2(c) (Assignments and Participations), (c) may consult with legal counsel (including counsel for to the Borrower or any Obligorother 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; , (bd) makes no warranty or representation to any Lender or Issuer and shall not be responsible to any Lender or Issuer for any statements, warranties or representations (whether written made by or oral) made on behalf of the Borrower or any of its Subsidiaries in or in connection with the this Agreement or any other Loan Documents; Document, (ce) shall not have any duty to ascertain or to inquire either as to the performance, performance or observance or satisfaction of any term, covenant or condition of this Agreement or any other Loan Document, as to the terms, covenants or conditions financial condition of any Loan Document on the part of any Obligor Party or as to the existence at any time or possible existence of any Default under the Loan Documents or to inspect the property Event of Default, (including the books and records) of any Obligor; (df) shall not be responsible to any Lender or Issuer for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the attachment, perfection or priority of any lien or security interest Lien created or purported to be created under or in connection with, this Agreement, any other Loan Document or any other instrument or document furnished pursuant thereto; hereto or thereto and (eg) shall incur no liability under or in respect of this Agreement or any other Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which writing may be by telegram, a telecopy or electronic communicationmail) or any telephone message 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 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 the Loan Credit Documents, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Agent: (a) may treat the payee of any Note as the holder thereof until the Agent receives and accepts an Assignment and Acceptance entered into by the Lender that is the payee of such Note, as assignor, and an Assignee, as assignee, as provided in Section 14.1.1; (b) may consult with legal counsel (including counsel for any ObligorLender), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (bc) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made by any Obligor in or in connection with the Loan Credit Documents or in any certificate, report, document, financial statement or other written or oral statement referred to or provided for in, or received by the Agent under or in connection herewith or in connection with, the other Credit Documents; (cd) 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 any Loan Credit Document or as to the use of the proceeds of the Loans or the use of the Letters of Credit on the part of any Obligor or the existence at any time of any Default under the Loan Documents or to inspect the property (including the books and records) of any ObligorLender; (de) 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 Lien created or purported to be created under or in connection with, any Loan Credit Document or any other instrument or document furnished pursuant theretothereto or for the failure of any Obligor to perform its respective obligations under the Credit Documents; and (ef) is entitled to rely, and shall incur no liability under or be fully protected in respect of any Loan Document by acting relying, upon any notice, consent, certificate certificate, letter, resolution or other instrument or writing (which may be by telegram, telecopy or electronic communicationsimilar teletransmission) or conversation believed by it to be genuine and signed signed, sent or sent made by the proper party or parties. In determining compliance with any condition hereunder to the making of a Loan, or the issuance of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or an Issuing Bank, the Agent may presume that such condition is satisfactory to such Lender or Issuing Bank unless the Agent shall have received notice to the contrary from such Lender or Issuing Bank prior to the making of such Loan or the issuance of such Letter of Credit. Each Lender acknowledges and agrees that the Agent shall not have, by reason of this Agreement, a fiduciary relationship in respect of any Lender; and nothing in this Agreement, expressed or implied, is intended to or shall be so construed as to create any express, implied or constructive trust relationship between the Agent and any Lender and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any of the other Credit Documents or shall otherwise exist against the Agent.

Agent’s Reliance, Etc. Neither the 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 as Agent under or in connection with this Agreement or any other Transaction Document or any other instrument or document delivered pursuant hereto (including, without limitation, the Loan DocumentsAgent's servicing, administering or collecting Pool Receivables as Servicer pursuant to Section 6.01), except for its or their own gross negligence or willful misconduct. Without limitation of limiting the generality of the foregoing, except as otherwise agreed by the Agent and any Owner, the Agent: (ai) may consult with legal counsel (including counsel for the Seller, the Servicer or any ObligorOriginator), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (bii) 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 the Loan Documentsthis Agreement or any other Transaction Document or any other instrument or document delivered pursuant hereto; (ciii) 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 Loan other Transaction Document or any other instrument or document delivered pursuant hereto on the part of the Seller or any Obligor or the existence at any time of any Default under the Loan Documents Originator or to inspect the property (including the books and records) of the Seller or any ObligorOriginator; (div) shall not be responsible to any Lender Owner for the due execution, legality, validity, enforceability, genuineness, sufficiency or value ofof this Agreement or any other Transaction Document or any other instrument or document furnished pursuant hereto, or the perfection perfection, priority or priority value of any lien ownership interest or security interest created or purported to be created hereunder or under or in connection with, any Loan Document or any other instrument or document furnished pursuant theretothe Receivables Sale Agreement; and (ev) shall incur no liability under or in respect of this Agreement or any Loan other Transaction Document or any other instrument or document delivered pursuant hereto by acting upon any noticenotice (including notice by telephone), consent, certificate or other instrument or writing (which may be by telecopier, telegram, telecopy cable or electronic communicationtelex) 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 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 the Loan Documents, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the each Agent: (a) may treat the payee of any Note as the holder thereof until 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; (b) may consult with legal counsel (including counsel for any ObligorLoan 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; (bc) 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 the Loan Documents; (cd) 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 any Loan Document on the part of any Obligor Loan Party or the existence at any time of any Default under the Loan Documents or to inspect the property (including the books and records) of any ObligorLoan Party; (de) 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, any Loan Document or any other instrument or document furnished pursuant thereto; and (ef) shall incur no liability under or in respect of any Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telegram, telecopy or electronic communicationtelex) 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 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 the Loan Documentsthis Agreement, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Agent: (ai) may treat the Lender that made any Advance as the holder of the Debt resulting therefrom until the Agent receives and accepts an Assignment and Acceptance entered into by such Lender, as assignor, and an Eligible Assignee, as assignee, as provided in Section 8.07; (ii) may consult with legal counsel (including counsel for any Obligorthe 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; (biii) 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 the Loan Documentsthis Agreement; (civ) 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 any Loan Document this Agreement on the part of any Obligor the Borrower or the existence at any time of any Default under the Loan Documents or to inspect the property (including the books and records) of any Obligorthe Borrower; (dv) 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, any Loan Document or any other instrument or document furnished pursuant theretohereto; and (evi) shall incur no liability under or in respect of any Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telegramtelecopier, telecopy telegram or electronic communicationtelex) 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 respective 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 Agreement or any other Transaction Document or any other instrument or document delivered pursuant hereto (including, without limitation, the Loan DocumentsAgent’s servicing, administering or collecting Pool Receivables as Servicer pursuant to Section 6.01), except for its or their own gross negligence or willful misconduct. Without limitation of limiting the generality of the foregoing, except as otherwise agreed by the Agent and any Owner, the Agent: (ai) may consult with legal counsel (including counsel for the Seller, the Servicer or any ObligorOriginator), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (bii) 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 the Loan Documentsthis Agreement or any other Transaction Document or any other instrument or document delivered pursuant hereto; (ciii) 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 Loan other Transaction Document or any other instrument or document delivered pursuant hereto on the part of the Seller or any Obligor or the existence at any time of any Default under the Loan Documents Originator or to inspect the property (including the books and records) of the Seller or any ObligorOriginator; (div) shall not be responsible to any Lender Owner for the due execution, legality, validity, enforceability, genuineness, sufficiency or value ofof this Agreement or any other Transaction Document or any other instrument or document furnished pursuant hereto, or the perfection perfection, priority or priority value of any lien ownership interest or security interest created or purported to be created hereunder or under or in connection with, any Loan Document or any other instrument or document furnished pursuant theretoeither Sale Agreement; and (ev) shall incur no liability under or in respect of this Agreement or any Loan other Transaction Document or any other instrument or document delivered pursuant hereto by acting upon any noticenotice (including notice by telephone), consent, certificate or other instrument or writing (which may be by telecopier, telegram, telecopy cable or electronic communicationtelex) 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 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 the Loan Documentsthis Agreement, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Agent: (ai) may treat the Lender that made any Revolving Credit Advance as the holder 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 2.19, as the case may be, or an Assignment and Assumption entered into by such Lender, as assignor, and an Eligible Assignee, as assignee, as provided in Section 8.07; (ii) may consult with legal counsel (including counsel for any Obligorthe 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; (biii) 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 the Loan Documentsthis Agreement; (civ) 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 any Loan Document this Agreement on the part of any Obligor the Borrower or the existence at any time of any Default under the Loan Documents or to inspect the property (including the books and records) of any Obligorthe Borrower; (dv) 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, any Loan Document this Agreement or any other instrument or document furnished pursuant theretohereto; and (evi) shall incur no liability under or in respect of any Loan Document this Agreement by acting upon any notice, consent, certificate or other instrument or writing (which may be by telegramelectronic message, telecopy Internet website posting, telecopier, or electronic communicationother distribution) believed by it to be genuine and signed or sent by the proper party or partiesparties and may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon; (viii) shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing; 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, a Lender, or an Issuing Bank; (ix) shall not be responsible for the contents of any certificate, report, or other document delivered hereunder or in connection herewith; (ix) shall not be responsible for 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; it being understood that in determining compliance with any condition hereunder to the making of a Revolving Credit Advance or the Issuance of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or an Issuing Bank, the Agent may presume that such condition is satisfactory to such Lender or such Issuing Bank unless the Agent shall have received notice to the contrary from such Lender or such Issuing Bank prior to the making of such Revolving Credit Advance or the Issuance of such letter of Credit. The Agent may consult with legal counsel, independent accountants, and other experts selected by it, as well as the Borrower and its representatives, and shall not be liable to the Lenders or the Issuing Banks for any action taken or not taken by it in accordance with the advice of any such counsel, accountants, or experts.

Agent’s Reliance, Etc. Neither the Agent nor any of its respective ---------------------- directors, officers, agents or employees shall be liable to the Lenders for any action taken or omitted to be taken by it or them under or in connection with this Agreement or the Loan Documentsother Lender Agreements, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Agent: (a) may treat the payee of any Note as the holder thereof until the Agent receives written notice of the assignment or transfer thereof signed by such payee and in form required under Section IX hereof; (b) may consult with legal counsel (including counsel for any Obligor)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; (bc) 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 Agreement or the Loan Documentsother Lender Agreements; (cd) 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 any Loan Document this Agreement or the other Lender Agreements on the part of the Parent, the Borrowers or any Obligor or the existence at any time of any Default under the Loan Documents other entity or to inspect the property (including the books and records) of the Parent, the Borrowers or any Obligorother entity; (de) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, 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 other Lender Agreements or any other instrument or document furnished pursuant hereto or thereto; and (ef) shall incur no liability under or in respect of any Loan Document this Agreement or the other Lender Agreements by acting upon any notice, consent, certificate or other instrument or writing (which may be by telegram, telecopy or electronic communicationtelegram) believed by it the Agent to be genuine and signed or sent by the proper party or parties.

Agent’s Reliance, Etc. Neither the 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 the Loan Documentsthis Agreement, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Agent: (ai) may treat the payee of any Note as the holder thereof until the Agent receives 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 9.07; (ii) may consult with legal counsel (including counsel for any Obligorthe 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; (biii) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written 53 53 or oral) made in or in connection with the Loan Documentsthis Agreement; (civ) 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 any Loan Document this Agreement on the part of any Obligor or the existence at any time of any Default under the Loan Documents Borrower or to inspect the property (including the books and records) of any Obligorthe Borrower except as specifically set forth in this Agreement; (dv) 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, any Loan Document this Agreement or any other instrument or document furnished pursuant theretohereto; and (evi) shall incur no liability under or in respect of any Loan Document this Agreement by acting upon any notice, consent, certificate or other instrument or writing (which may be by telegramtelecopier, telecopy telegram or electronic communicationtelex) 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 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 the Loan Documentsthis Agreement, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Agent: (ai) may treat the Lender that made any Advance as the holder of the Debt resulting therefrom until the Agent receives and accepts an Assignment and Acceptance entered into by such Lender, as assignor, and an Eligible Assignee, as assignee, as provided in Section 9.07; (ii) may consult with legal counsel (including counsel for any Obligorthe 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; (biii) 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 the Loan Documentsthis Agreement; (civ) 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 any Loan Document this Agreement on the part of any Obligor the Borrower or the existence at any time of any Default under the Loan Documents or to inspect the property (including the books and records) of any Obligorthe Borrower; (dv) 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, any Loan Document this Agreement or any other instrument or document furnished pursuant theretohereto; and (evi) shall incur no liability under or in respect of any Loan Document this Agreement by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopier or telegram, telecopy or 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 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 the Loan Documents, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Agent: (a) may consult with legal counsel (including counsel for any Obligor), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (b) 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 the Loan Documents; (c) 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 any Loan Document on the part of any Obligor or the existence at any time of any Default under the Loan Documents or to inspect the property (including the books and records) of any Obligor; (d) 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, any Loan Document or any other instrument or document furnished pursuant thereto; and (e) shall incur no liability under or in respect of any Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telegram, telecopy or electronic communication) believed by it to be genuine and signed or sent by the proper party or parties.SilverpeakSilverview

Agent’s Reliance, Etc. Neither the 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 the Loan Documents, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Agent: (ai) may treat the Lender that made any Advance as the holder 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 2.19, as the case may be, or an Assignment and Acceptance entered into by such Lender, as assignor, and an Eligible Assignee, as assignee, as provided in Section 9.07; (ii) may consult with legal counsel (including counsel for any Obligorthe Company), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (biii) 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 the Loan Documents; (civ) 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 any the Loan Document Documents on the part of any Obligor Borrower 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 Company or any Obligorother Borrower; (dv) 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, any Loan Document or any other instrument or document furnished pursuant theretohereto; and (evi) shall incur no liability under or in respect of any Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telegram, telecopy telecopier or electronic communicationfacsimile) 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 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 the Loan Documentsthis Agreement, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Agent: (ai) may treat the Lender that made any Advance as the holder of the Debt resulting therefrom until the Agent receives and accepts an Assignment and Acceptance entered into by such Lender, as assignor, and an Eligible Assignee, as assignee, as provided in Section 9.07; (ii) may consult with legal counsel (including counsel for any Obligorthe 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; (biii) 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 the Loan Documentsthis Agreement; (civ) 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 any Loan Document this Agreement on the part of any Obligor the Borrower or the existence at any time of any Default under the Loan Documents or to inspect the property (including the books and records) of any Obligorthe Borrower; (dv) 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, any Loan Document this Agreement or any other instrument or document furnished pursuant theretohereto; and (evi) shall incur no liability under or in respect of any Loan Document this Agreement by acting upon any notice, consent, certificate or other instrument or writing (which may be by telegramtelecopier, telecopy telegram or electronic communicationtelex) 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 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 the Loan Documentsthis Agreement, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Agent: (ai) may treat the Lender that made any Advance as the holder of the Debt resulting therefrom until the Agent receives and accepts an Assignment and Acceptance entered into by such Lender, as assignor, and an Eligible Assignee, as assignee, as provided in Section 9.06; (ii) may consult with legal counsel (including counsel for any Obligorthe Borrowers), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (biii) 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 the Loan Documentsthis Agreement; (civ) 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 any Loan Document this Agreement on the part of any Obligor Borrower or the existence at any time of any Default under the Loan Documents or to inspect the property (including the books and records) of any ObligorBorrower; (dv) 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, any Loan Document this Agreement or any other instrument or document furnished pursuant theretohereto; and (evi) shall incur no liability under or in respect of any Loan Document this Agreement by acting upon any notice, consent, certificate or other instrument or writing (which may be by telegramtelecopier, telecopy telegram or electronic communicationtelex) 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 respective 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 Agreement or any other Transaction Document or any other instrument or document delivered pursuant hereto (including, without limitation, the Loan DocumentsAgent’s servicing, administering or collecting Pool Receivables as Servicer pursuant to Section 6.01), except for its or their own gross negligence or willful misconduct. Without limitation of limiting the generality of the foregoing, except as otherwise agreed by the Agent and any Purchaser, the Agent: (ai) may consult with legal counsel (including counsel for the Seller, the Servicer or any ObligorOriginator), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (bii) makes no warranty or representation to any Lender Purchaser and shall not be responsible to any Lender Purchaser for any statements, warranties or representations (whether written or oral) made in or in connection with the Loan Documentsthis Agreement or any other Transaction Document or any other instrument or document delivered pursuant hereto; (ciii) 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 Loan other Transaction Document or any other instrument or document delivered pursuant hereto on the part of the Seller or any Obligor or the existence at any time of any Default under the Loan Documents Originator or to inspect the property (including the books and records) of the Seller or any ObligorOriginator; (div) shall not be responsible to any Lender Purchaser for the due execution, legality, validity, enforceability, genuineness, sufficiency or value ofof this Agreement or any other Transaction Document or any other instrument or document furnished pursuant hereto, or the perfection perfection, priority or priority value of any lien ownership interest or security interest created or purported to be created hereunder or under or in connection with, any Loan Document or any other instrument or document furnished pursuant theretothe Receivables Sale Agreement; and (ev) shall incur no liability under or in respect of this Agreement or any Loan other Transaction Document or any other instrument or document delivered pursuant hereto by acting upon any noticenotice (including notice by telephone), consent, certificate or other instrument or writing (which may be by telecopier, telegram, telecopy cable or electronic communicationtelex) 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 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 the Loan Documents, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Agent: (ai) may treat the Lender that made any Advance as the holder of the Debt resulting therefrom until the Agent receives and accepts an Assignment and Acceptance entered into by such Lender, as assignor, and an Eligible Assignee, as assignee, as provided in Section 9.07; (ii) may consult with legal counsel (including counsel for any Obligorthe Company), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (biii) 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 the Loan Documents; (civ) 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 any the Loan Document Documents on the part of any Obligor 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 Company or any Obligorother Borrower; (dv) 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, any Loan Document or any other instrument or document furnished pursuant theretohereto; and (evi) shall incur no liability under or in respect of any Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telegram, telecopy telecopier or electronic communicationfacsimile) 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 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 the Loan Documentsthis Agreement, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Agent: (ai) may treat the Lender that made any Advance as the holder of the Debt resulting therefrom until the Agent receives and accepts an Assignment and Acceptance entered into by such Lender, as assignor, and an Eligible Assignee, as assignee, as provided in Section 9.07; (ii) may consult with legal counsel (including counsel for any Obligorthe Company), 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; (biii) 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 the Loan Documentsthis Agreement; (civ) 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 any Loan Document this Agreement on the part of any Obligor Borrower or the existence at any time of any Default under the Loan Documents or to inspect the property (including the books and records) of any ObligorBorrower; (dv) 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, any Loan Document this Agreement or any other instrument or document furnished pursuant theretohereto; and (evi) shall incur no liability under or in respect of any Loan Document this Agreement by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopier or telegram, telecopy or 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 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 the Loan Documentsthis Agreement, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Agent: (ai) may treat the Lender that made any Advance as the holder of the indebtedness resulting therefrom until the Agent receives and accepts an Assignment and Acceptance entered into by such Lender, as assignor, and an Eligible Assignee, as assignee, as provided in Section 9.06; (ii) may consult with legal counsel (including counsel for any Obligorthe 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; (biii) 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 the Loan Documentsthis Agreement; (civ) 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 any Loan Document this Agreement on the part of any Obligor the Borrower or the existence at any time of any Default under the Loan Documents or to inspect the property (including the books and records) of any Obligorthe Borrower; (dv) 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, any Loan Document this Agreement or any other instrument or document furnished pursuant theretohereto; and (evi) shall incur no liability under or in respect of any Loan Document this Agreement by acting upon any notice, consent, certificate or other instrument or writing TABLE OF CONTENTS (which may be by telegramtelecopier, telecopy telegram or electronic communicationtelex) 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 respective 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 Agreement or any other Transaction Document or any other instrument or document delivered pursuant hereto (including, without limitation, the Loan DocumentsAgent's servicing, administering or collecting Pool Receivables as Servicer pursuant to Section 6.01), except for its or their own gross negligence or willful misconduct. Without limitation of limiting the generality of the foregoing, except as otherwise agreed by the Agent and any Owner, the Agent: (ai) may consult with legal counsel (including counsel for the Seller, the Servicer or any ObligorOriginator), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (bii) 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 the Loan Documentsthis Agreement or any other Transaction Document or any other instrument or document delivered pursuant hereto; (ciii) 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 Loan other Transaction Document or any other instrument or document delivered pursuant hereto on the part of the Seller or any Obligor or the existence at any time of any Default under the Loan Documents Originator or to inspect the property (including the books and records) of the Seller or any ObligorOriginator; (div) shall not be responsible to any Lender Owner for the due execution, legality, validity, enforceability, genuineness, sufficiency or value ofof this Agreement or any other Transaction Document or any other instrument or document furnished pursuant hereto, or the perfection perfection, priority or priority value of any lien ownership interest or security interest created or purported to be created hereunder or under or in connection with, any Loan Document or any other instrument or document furnished pursuant theretothe Receivables Contribution and Sale Agreement; and (ev) shall incur no liability under or in respect of this Agreement or any Loan other Transaction Document or any other instrument or document delivered pursuant hereto by acting upon any noticenotice (including notice by telephone), consent, certificate or other instrument or writing (which may be by telecopier, telegram, telecopy cable or electronic communicationtelex) 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 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 the Loan Documentsany Credit Document or Security Document, except for its or their own gross negligence or willful misconduct. Without limitation of limiting the generality of the foregoing, the Agent: Agent (a) may treat any Lender that has signed a Commitment Transfer Supplement as the holder of the applicable portion of the Obligations; (b) may consult with legal counsel (including counsel for any Obligor)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; (bc) 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 the Loan Documentsany Credit Document or Security Document; (cd) 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 any Loan Credit Document or Security Document on the part of the Company or any Obligor or the existence at any time of any Default under the Loan Documents Affiliate thereof or to inspect the property (including the books and records) of the Company or any ObligorAffiliate thereof; (de) 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 Credit Document or security interest created or purported to be created under or in connection with, any Loan Security Document or any other instrument or document furnished pursuant hereto or thereto; and (ef) shall incur no liability under or in respect of any Loan Credit Document or Security Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telegram, telecopy telecopier or electronic communicationotherwise) 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 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 the Loan Documents, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the each Agent: (a) 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 9.07; (b) may consult with legal counsel (including counsel for any ObligorLoan 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; (bc) 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 the Loan Documents; (cd) 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 any Loan Document on the part of any Obligor Loan Party or the existence at any time of any Default under the Loan Documents or to inspect the property (including the books and records) of any ObligorLoan Party; (de) 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 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 (ef) shall incur no liability under or in respect of any Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telegram, telecopy or telex 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 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 as Agent under or in connection with this Agreement or any other Purchase Document (including, without limitation, the Loan DocumentsAgent'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: (ai) may consult with legal counsel (including counsel for the Seller or any Obligorof 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; (bii) 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 the Loan Documentsthis Agreement or any other Purchase Document or other instrument or document furnished pursuant hereto; (ciii) 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 Loan other Purchase Document or other instrument or document furnished pursuant hereto on the part of any Obligor or the existence at any time of any Default under the Loan Documents Seller or to inspect the property (including the books and records) of any Obligorthe Seller; (div) shall not be responsible to any Lender Owner for the due execution, legality, validity, enforceability, genuineness, sufficiency or value ofof this Agreement, the Certificate or any other Purchase Document or other instrument or document furnished pursuant hereto or the perfection perfection, priority or priority value of any lien or security ownership interest created or purported to be created under or in connection with, any Loan Document or any other instrument or document furnished pursuant theretohereunder; and (ev) shall incur no liability under or in respect of this Agreement or any Loan 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 telegram, telecopy or electronic communicationtelex) 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 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 the Loan Credit Documents, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Agent: (a) may treat the payee of any Note as the holder thereof until the Agent receives and accepts an Assignment and Acceptance entered into by the Lender that is the payee of such Note, as assignor, and an Assignee, as assignee, as provided in Section 14.1.1; (b) may consult with legal counsel (including counsel for any ObligorLender), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (bc) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made by any Obligor in or in connection with the Loan Credit Documents or in any certificate, report, document, financial statement or other written or oral statement referred to or provided for in, or received by the Agent under or in connection herewith or in connection with, the other Credit Documents; (cd) 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 any Loan Credit Document or as to the use of the proceeds of the Loans or the use of the Letters of Credit on the part of any Obligor or the existence at any time of any Default under the Loan Documents or to inspect the property (including the books and records) of any ObligorLender; (de) 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 Lien created or purported to be created under or in connection with, any Loan Credit Document or any other instrument or document furnished pursuant theretothereto or for the failure of any Obligor to perform its respective obligations under the Credit Documents; and (ef) is entitled to rely, and shall incur no liability under or be fully protected in respect of any Loan Document by acting relying, upon any notice, consent, certificate certificate, letter, resolution or other instrument or writing (which may be by telegram, telecopy facsimile or similar electronic communicationtransmission) or conversation believed by it to be genuine and signed signed, sent or sent made by the proper party or parties. In determining compliance with any condition hereunder to the making of a Loan, or the issuance of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or an Issuing Bank, the Agent may presume that such condition is satisfactory to such Lender or Issuing Bank unless the Agent shall have received notice to the contrary from such Lender or Issuing Bank prior to the making of such Loan or the issuance of such Letter of Credit. Each Lender acknowledges and agrees that the Agent shall not have, by reason of this Agreement, a fiduciary relationship in respect of any Lender; and nothing in this Agreement, expressed or implied, is intended to or shall be so construed as to create any express, implied or constructive trust relationship between the Agent and any Lender and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any of the other Credit Documents or shall otherwise exist against the Agent.

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 taken by it or them under or in connection with this Agreement or the other Loan Documents, except for damages caused by its or their own gross negligence or willful misconductmisconduct 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: (a) may treat the payee of any Term Note as the holder thereof until Agent receives written notice of the assignment or transfer thereof signed by such payee and in form reasonably satisfactory to Agent; (b) may consult with legal counsel (including counsel for any Obligor)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; (bc) 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 or the other Loan Documents; (cd) 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 any this Agreement or the other Loan Document Documents on the part of any Obligor or the existence at any time of any Default under the Loan Documents Credit Party or to inspect the property Collateral (including the books and records) of any ObligorCredit Party; (de) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, 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 other Loan Document Documents or any other instrument or document furnished pursuant hereto or thereto; and (ef) shall incur no liability under or in respect of any this Agreement or the other Loan Document Documents by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopy, telegram, telecopy cable or electronic communicationtelex) 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. Agent shall not incur any liability to the Lenders under or in respect of this Agreement with respect to anything which it may do or refrain from doing in the reasonable exercise of its judgment or which may seem to it to be necessary or desirable in the circumstances, except for its own gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final and non-appealable judgment. Agent shall not be liable to any Lender in acting or refraining from acting under this Agreement in accordance with the instructions of Requisite Lenders 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.