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

Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement, except for its or their own gross negligence or willful misconduct as determined in a final, non-appealable judgment by a court of competent jurisdiction. Without limitation of the generality of the foregoing, the Administrative Agent: (i) may treat each Lender recorded in the Register as the owner of the Commitment recorded for such Lender in the Register until the Administrative Agent receives and accepts an Assignment and Assumption entered into by such Lender, as assignor, and an Eligible Assignee, as assignee, as provided in Section 8.07 and except as provided otherwise in Section 8.16; (ii) may consult with legal counsel (including counsel for the Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (iii) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement; (iv) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement on the part of any Lender or to inspect the property (including the books and records) of any Lender; (v) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, this Agreement or any other instrument or document furnished pursuant thereto; (vi) shall incur no liability under or in respect of this Agreement by acting upon any notice, consent, certificate or other instrument or writing (which may be by fax) believed by it to be genuine and signed or sent by the proper party or parties; and (vii) shall not have any fiduciary duty to any other Lender.

Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement, except for its or their own gross negligence or willful misconduct as determined in a final, non-appealable judgment by a court of competent jurisdictionmisconduct. Without limitation of the generality of the foregoing, the Administrative Agent: (i) may treat each Lender recorded in the Register as the owner of the Commitment recorded for such Lender in the Register until the Administrative Agent receives and accepts an Assignment and Assumption Acceptance entered into by such Lender, as assignor, and an Eligible Assignee, as assignee, as provided in Section 8.07 and except as provided otherwise in Section 8.168.07; (ii) may consult with legal counsel (including counsel for the BorrowerBorrowers), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (iii) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement; (iv) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement on the part of any Lender or to inspect the property (including the books and records) of any Lender; (v) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, this Agreement or any other instrument or document furnished pursuant thereto; and (vi) shall incur no liability under or in respect of this Agreement by acting upon any notice, consent, certificate or other instrument or writing (which may be by faxtelegram, telecopy or telex) believed by it to be genuine and signed or sent by the proper party or parties; and (vii) shall not have any fiduciary duty to any other Lender.

Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement, except for its or their own gross negligence or willful misconduct as determined in a final, non-appealable judgment by a court of competent jurisdiction. Without limitation of the generality of the foregoing, the Administrative Agent: (i) may treat each Lender recorded the payee in the Register respect of any Outstanding Credit Exposure as the owner of the Commitment recorded for such Lender in the Register thereof until the Administrative Agent receives and accepts an Assignment and Assumption entered into by the Lender that is the payee in respect of such LenderOutstanding Credit Exposure, as assignor, and an Eligible Assignee, as assignee, as provided in Section 8.07 and except as provided otherwise in Section 8.168.07; (ii) may consult with legal counsel (including counsel for the Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (iii) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement; (iv) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement on the part of any Lender the Borrower or to inspect the property (including the books and records) of any Lenderthe Borrower; (v) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, this Agreement or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, any Loan Document or any other instrument or document furnished pursuant theretohereto; and (vi) shall incur no liability under or in respect of this Agreement by acting upon any notice, consent, certificate or other instrument or writing (which may be by faxtelecopier, telegram or telex) believed by it to be genuine and signed or sent by the proper party or parties; and (vii) shall not have any fiduciary duty to any other Lender.

Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement, except for its or their own gross negligence or willful misconduct as determined in a final, non-appealable judgment by a court of competent jurisdictionmisconduct. Without limitation of the generality of the foregoing, the Administrative Agent: (i) may treat each Lender recorded the payee in the Register respect of any Revolving Credit Advance as the owner of the Commitment recorded for such Lender in the Register thereof until the Administrative Agent receives and accepts an Assignment and Assumption entered into by the Lender that is the payee in respect of such LenderRevolving Credit Advance, as assignor, and an Eligible Assignee, as assignee, as provided in Section 8.07 and except as provided otherwise in Section 8.168.07; (ii) may consult with legal counsel (including counsel for the Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (iii) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement; (iv) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement on the part of any Lender the Borrower or to inspect the property (including the books and records) of any Lenderthe Borrower; (v) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, this Agreement or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, any Loan Document or any other instrument or document furnished pursuant theretohereto; and (vi) shall incur no liability under or in respect of this Agreement by acting upon any notice, consent, certificate or other instrument or writing (which may be by faxtelecopier, telegram or telex) believed by it to be genuine and signed or sent by the proper party or parties; and (vii) shall not have any fiduciary duty to any other Lender.

Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement, except for its or their own gross negligence or willful misconduct as determined in a final, non-appealable judgment by a court of competent jurisdiction. Without limitation of the generality of the foregoing, the Administrative Agent: (i) may treat each Lender recorded the payee in the Register respect of any Revolving Credit Advance as the owner of the Commitment recorded for such Lender in the Register thereof until the Administrative Agent receives and accepts an Assignment and Assumption entered into by the Lender that is the payee in respect of such LenderRevolving Credit Advance, as assignor, and an Eligible Assignee, as assignee, as provided in Section 8.07 and except as provided otherwise in Section 8.168.07; (ii) may consult with legal counsel (including counsel for the Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (iii) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement; (iv) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement on the part of any Lender the Borrower or to inspect the property (including the books and records) of any Lenderthe Borrower; (v) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, this Agreement or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, any Loan Document or any other instrument or document furnished pursuant theretohereto; and (vi) shall incur no liability under or in respect of this Agreement by acting upon any notice, consent, certificate or other instrument or writing (which may be by faxtelecopier, telegram or telex) believed by it to be genuine and signed or sent by the proper party or parties; and (vii) shall not have any fiduciary duty to any other Lender.

Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement, except for its or their own gross negligence or willful misconduct as determined in a final, non-appealable judgment by a court of competent jurisdictionmisconduct. Without limitation of the generality of the foregoing, the Administrative Agent: (i) may treat each Lender recorded the payee in the Register respect of any Outstanding Credit Exposure as the owner of the Commitment recorded for such Lender in the Register thereof until the Administrative Agent receives and accepts an Assignment and Assumption Acceptance entered into by the Lender that is the payee in respect of such LenderOutstanding Credit Exposure, as assignor, and an Eligible Assignee, as assignee, as provided in Section 8.07 and except as provided otherwise in Section 8.168.07; (ii) may consult with legal counsel (including counsel for the Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (iii) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement; (iv) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement on the part of any Lender the Borrower or to inspect the property (including the books and records) of any Lenderthe Borrower; (v) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, this Agreement or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, any Loan Document or any other instrument or document furnished pursuant theretohereto; and (vi) shall incur no liability under or in respect of this Agreement by acting upon any notice, consent, certificate or other instrument or writing (which may be by faxtelecopier, telegram or telex) believed by it to be genuine and signed or sent by the proper party or parties; and (vii) shall not have any fiduciary duty to any other Lender.

Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement, except for its or their own gross negligence or willful misconduct as determined in a final, non-appealable judgment by a court of competent jurisdictionmisconduct. Without limitation of the generality of the foregoing, the Administrative Agent: (i) may treat each Lender recorded in the Register payee of any Note as the owner of the Commitment recorded for such Lender in the Register holder thereof until the Administrative Agent receives and accepts an Assignment and Assumption Agreement entered into by an Assuming Lender as provided in Section 2.05(b) or 2.17, as the case may be, or an Assignment and Acceptance entered into by the Lender that is the payee of such LenderNote, as assignor, and an Eligible Assignee, as assignee, as provided in Section 8.07 and except as provided otherwise in Section 8.168.07; (ii) may consult with legal counsel (including counsel for the Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (iii) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement; (iv) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement on the part of any Lender the Borrower or to inspect the property (including the books and records) of any Lenderthe Borrower; (v) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, of this Agreement or any other instrument or document furnished pursuant theretohereto; and (vi) shall incur no liability under or in respect of this Agreement by acting upon any notice, consent, certificate or other instrument or writing (which may be by faxtelecopier, telegram or telex) reasonably believed by it to be genuine and signed or sent by the proper party or parties; and (vii) shall not have any fiduciary duty to any other Lender.

Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement, except for its or their own gross negligence or willful misconduct as determined in a final, non-appealable judgment by a court of competent jurisdiction. Without limitation of the generality of the foregoing, the Administrative Agent: (i) may treat each Lender recorded the payee in the Register respect of any Revolving Credit Advance as the owner of the Commitment recorded for such Lender in the Register thereof until the Administrative Agent receives and accepts an Assignment and Assumption entered into by the Lender that is the payee in respect of such LenderRevolving Credit Advance, as assignor, and an Eligible Assignee, as assignee, as provided in Section 8.07 and except as provided otherwise in Section 8.168.07; (ii) may consult with legal counsel (including counsel for the Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (iii) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement; (iv) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement on the part of any Lender the Borrower or to inspect the property (including the books and records) of any Lenderthe Borrower; (v) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, this Agreement or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, any Loan Document or any other instrument or document furnished pursuant theretohereto; and (vi) shall incur no liability under or in respect of this Agreement by acting upon any notice, consent, certificate or other instrument or writing (which may be by faxtelecopier, telegram or telex) believed by it to be genuine and signed or sent by the proper party or parties; . If a payment is made by the Agent (or its Affiliates) in error or if a Lender or another recipient of funds is not otherwise entitled to receive such funds, then such Lender or recipient shall forthwith on demand repay to the Agent the portion of such payment that was made in error (or otherwise not intended to be received) in same day funds, together with interest thereon in respect of each day from and including the date such amount was made available by the Agent (viior its Affiliate) shall not have to such Lender or recipient to the date such amount is repaid to the Agent in same day funds at the Federal Funds Rate from time to time in effect. Each Lender and other party hereto waives the discharge for value defense in respect of any fiduciary duty to any other Lendersuch payment.

Agent’s Reliance, Etc. Neither the Administrative Agent nor any of --------------------- its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement, except for its or their own gross negligence or willful misconduct as determined in a final, non-appealable judgment by a court of competent jurisdictionmisconduct. Without limitation of the generality of the foregoing, the Administrative Agent: (i) may treat each the Lender recorded in the Register that made any Advance as the owner holder of the Commitment recorded for such Lender in the Register Debt resulting therefrom until the Administrative Agent receives and accepts an Assumption Agreement entered into by an Assuming Lender as provided in Section 2.18 or 2.19, as the case may be, or an Assignment and Assumption Acceptance entered into by such Lender, as assignor, and an Eligible Assignee, as assignee, as provided in Section 8.07 and except as provided otherwise in Section 8.168.07; (ii) may consult with legal counsel (including counsel for the Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (iii) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement; (iv) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement on the part of any Lender the Borrower or to inspect the property (including the books and records) of any Lenderthe Borrower; (v) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, of this Agreement or any other instrument or document furnished pursuant theretohereto; and (vi) shall incur no liability under or in respect of this Agreement by acting upon any notice, consent, certificate or other instrument or writing (which may be by faxtelecopier, telegram or telex) believed by it to be genuine and signed or sent by the proper party or parties; and (vii) shall not have any fiduciary duty to any other Lender.

Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement, except for its or their own gross negligence or willful misconduct as determined in a final, non-appealable judgment by a court of competent jurisdictionmisconduct. Without limitation of the generality of the foregoing, the Administrative Agent: (i) may treat each the Lender recorded in the Register that made any Advance as the owner holder of the Commitment recorded for such Lender in the Register Debt resulting therefrom until the Administrative Agent receives and accepts an Assumption Agreement entered into by an Assuming Lender as provided in Section 2.17 or 2.18 or an Assignment and Assumption Acceptance entered into by such Lender, as assignor, and an Eligible Assignee, as assignee, as provided in Section 8.07 and except as provided otherwise in Section 8.168.07; (ii) may consult with legal counsel (including counsel for the Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (iii) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement; (iv) shall not have any duty to ascertain or to inquire as to the performance performance, observance or observance satisfaction of any of the terms, covenants or conditions of this Agreement on the part of the Borrower or the existence at any Lender time of any Default or to inspect the property (including the books and records) of any Lenderthe Borrower; (v) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, this Agreement or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, any Loan Document or any other instrument or document furnished pursuant theretohereto; and (vi) shall incur no liability under or in respect of this Agreement any Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by faxtelecopier, telegram or telex) believed by it to be genuine and signed or sent by the proper party or parties; and (vii) shall not have any fiduciary duty to any other Lender.

Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement, except for its or their own gross negligence or willful misconduct as determined in a final, non-appealable judgment by a court of competent jurisdictionmisconduct. Without limitation of the generality of the foregoing, the Administrative Agent: (i) may treat each the Lender recorded in the Register that made any Advance as the owner holder of the Commitment recorded for such Lender in the Register Debt resulting therefrom until the Administrative Agent receives and accepts an Assumption Agreement entered into by an Assuming Lender as provided in Section 2.18 or 2.19, as the case may be, or an Assignment and Assumption Acceptance entered into by such Lender, as assignor, and an Eligible Assignee, as assignee, as provided in Section 8.07 and except as provided otherwise in Section 8.168.07; (ii) may consult with legal counsel (including counsel for the Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (iii) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement; (iv) shall not have any duty to ascertain or to inquire as to the performance performance, observance or observance satisfaction of any of the terms, covenants or conditions of this Agreement on the part of the Borrower or the existence at any Lender time of any Default or to inspect the property (including the books and records) of any Lenderthe Borrower; (v) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, this Agreement or any other instrument or document furnished pursuant theretohereto; and (vi) shall incur no liability under or in respect of this Agreement by acting upon any notice, consent, certificate or other instrument or writing (which may be by faxtelecopier) believed by it to be genuine and signed or sent by the proper party or parties; and (vii) shall not have any fiduciary duty to any other Lender.

Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement, except for its or their own gross negligence or willful misconduct as determined in a final, non-appealable judgment by a court of competent jurisdiction. Without limitation of the generality of the foregoing, the Administrative Agent: (i) may treat each Lender recorded the payee in the Register respect of any Outstanding Credit Exposure as the owner of the Commitment recorded for such Lender in the Register thereof until the Administrative Agent receives and accepts an Assignment and Assumption entered into by the Lender that is the payee in respect of such LenderOutstanding Credit Exposure, as assignor, and an Eligible Assignee, as assignee, as provided in Section 8.07 and except as provided otherwise in Section 8.168.07; (ii) may consult with legal counsel (including counsel for the Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (iii) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement; (iv) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement on the part of any Lender the Borrower or to inspect the property (including the books and records) of any Lenderthe Borrower; (v) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, this Agreement or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, any Loan Document or any other instrument or document furnished pursuant theretohereto; and (vi) shall incur no liability under or in respect of this Agreement by acting upon any notice, consent, certificate or other instrument or writing (which may be by faxtelecopier, telegram or telex) believed by it to be genuine and signed or sent by the proper party or parties; . If a payment is made by the Agent (or its Affiliates) in error or if a Lender or another recipient of funds is not otherwise entitled to receive such funds, then such Lender or recipient shall forthwith on demand repay to the Agent the portion of such payment that was made in error (or otherwise not intended to be received) in same day funds, together with interest thereon in respect of each day from and including the date such amount was made available by the Agent (viior its Affiliate) shall not have to such Lender or recipient to the date such amount is repaid to the Agent in same day funds at the Federal Funds Rate from time to time in effect. Each Lender and other party hereto waives the discharge for value defense in respect of any fiduciary duty to any other Lendersuch payment.

Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement, except for its or their own gross negligence or willful misconduct as determined in a final, non-appealable judgment by a court of competent jurisdictionmisconduct. Without limitation of the generality of the foregoing, the Administrative Agent: (i) may treat each the Lender recorded in the Register that made any Advance as the owner holder of the Commitment recorded for such Lender in the Register Debt resulting therefrom until the Administrative Agent receives and accepts an Assumption Agreement entered into by an Assuming Lender as provided in Section 2.17 or an Assignment and Assumption Acceptance entered into by such Lender, as assignor, and an Eligible Assignee, as assignee, as provided in Section 8.07 and except as provided otherwise in Section 8.169.07; (ii) may consult with legal counsel (including counsel for the BorrowerLoan Parties), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (iii) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement; (iv) shall not have any duty to ascertain or to inquire as to the performance performance, observance or observance satisfaction of any of the terms, covenants or conditions of this Agreement on the part of any Lender Loan Party or the existence at any time of any Default or to inspect the property (including the books and records) of any LenderLoan Party; (v) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, of this Agreement or any other instrument or document furnished pursuant theretohereto; and (vi) shall incur no liability under or in respect of this Agreement by acting upon any notice, consent, certificate or other instrument or writing (which may be by faxtelecopier, telegram or telex) believed by it to be genuine and signed or sent by the proper party or parties; and (vii) shall not have any fiduciary duty to any other Lender.

Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its their respective shareholders, directors, officers, agents or employees shall be liable for any action taken taken, suffered or omitted to be taken by it or them under or in connection with the preparation, delivery, execution, administration or amendment of this AgreementAgreement and the other Loan Documents, except for its or their own gross negligence or willful misconduct misconduct, as finally determined in a final, non-appealable judgment by a court of competent jurisdiction. Without limitation of the generality of the foregoing, the Administrative each Agent: (i) may treat each Lender recorded in the Register payee of any Note as the owner of the Commitment recorded for such Lender in the Register holder thereof until the Administrative Agent receives and accepts an Assignment and Assumption Acceptance entered into by the Lender that is the payee of such LenderNote, as assignor, and an Eligible Assignee, as assignee, as provided in Section 8.07 and except as provided otherwise in Section 8.168.07; (ii) may consult with legal counsel (including counsel for the Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken taken, suffered or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (iii) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this AgreementAgreement and the other Loan Documents; (iv) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or the other Loan Documents on the part of any Lender the Borrower or to inspect the property (including the books and records) of any Lenderthe Borrower; (v) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, this Agreement or any other instrument or document furnished pursuant theretohereto; and (vi) shall incur no liability under or in respect of this Agreement or the other Loan Documents by acting upon any notice, consent, certificate or other instrument or writing (which may be by faxtelecopier, telegram or telex) believed by it to be genuine and signed or sent by the proper party or parties; . In addition to the other rights of the Collateral Agent hereunder, the Collateral Agent shall have all of the rights, remedies, indemnifications and (vii) shall not have any fiduciary duty to any other Lenderprotections set forth in the Security Agreement as if those provisions were included in this Agreement.

Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its --------------------- directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement, except for its or their own gross negligence or willful misconduct as determined in a final, non-appealable judgment by a court of competent jurisdictionmisconduct. Without limitation of the generality of the foregoing, the Administrative Agent: (i) may treat each the Lender recorded in the Register that made any Advance as the owner holder of the Commitment recorded for such Lender in the Register Debt resulting therefrom until the Administrative Agent receives and accepts an Assumption Agreement entered into by an Assuming Lender as provided in Section 2.18 or an Assignment and Assumption Acceptance entered into by such Lender, as assignor, and an Eligible Assignee, as assignee, as provided in Section 8.07 and except as provided otherwise in Section 8.168.07; (ii) may consult with legal counsel (including counsel for the Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (iii) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement; (iv) shall not have any duty to ascertain or to inquire as to the performance performance, observance or observance satisfaction of any of the terms, covenants or conditions of this Agreement on the part of the Borrower or the existence at any Lender time of any Default or to inspect the property (including the books and records) of any Lenderthe Borrower; (v) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, of this Agreement or any other instrument or document furnished pursuant theretohereto; and (vi) shall incur no liability under or in respect of this Agreement by acting upon any notice, consent, certificate or other instrument or writing (which may be by faxtelecopier, telegram or telex) believed by it to be genuine and signed or sent by the proper party or parties; and (vii) shall not have any fiduciary duty to any other Lender.

Agent’s Reliance, Etc. Neither the Administrative any Agent nor any of its Affiliates nor any of their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this AgreementAgreement or the other Loan Documents, except for damages caused by its or their own gross negligence or willful misconduct as determined in a final, non-appealable judgment by a court of competent jurisdiction. Without limitation of limiting the generality of the foregoing, the Administrative each Agent: (ia) may treat each Lender recorded in the Register payee of any Note as the owner holder thereof until such Agent receives written notice of the Commitment recorded for such Lender in the Register until the Administrative Agent receives and accepts an Assignment and Assumption entered into assignment or transfer thereof signed by such Lender, as assignor, payee and an Eligible Assignee, as assignee, as provided in Section 8.07 and except as provided otherwise in Section 8.16form reasonably satisfactory to such Agent; (iib) may consult with legal counsel (including counsel for the Borrower)counsel, independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken by it in good faith by it in accordance with the advice of such counsel, accountants or experts; (iiic) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this AgreementAgreement or the other Loan Documents; (ivd) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or the other Loan Documents on the part of any Lender Credit Party or to inspect the property Collateral (including the books and records) of any LenderCredit Party; (ve) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, of this Agreement or the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto; and (vif) shall incur no liability under or in respect of this Agreement or the other Loan Documents by acting upon any notice, consent, certificate or other instrument or writing (which may be by faxtelecopy, telegram, cable or telex) believed by it to be genuine and signed or sent by the proper party or parties; and (vii) shall not have any fiduciary duty to any other Lender.

Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable to any Lender or Issuer for any action taken or omitted to be taken by it or them under or in connection with this Agreementany Financing Document or Bond Document, except for its or their own gross negligence or willful misconduct as determined in a final, non-appealable judgment by a court of competent jurisdictionmisconduct. Without limitation of limiting the generality of the foregoing, the Administrative Agent: (ia) may treat each Lender recorded in the Register original or any successor holder of any Note as the owner holder thereof until it receives notice from the Lender which is the payee of such Note concerning the Commitment recorded for assignment of such Lender in the Register until the Administrative Agent receives and accepts an Assignment and Assumption entered into by such Lender, as assignor, and an Eligible Assignee, as assignee, as provided in Section 8.07 and except as provided otherwise in Section 8.16Note; (iib) may employ and consult with legal counsel (including counsel for either the BorrowerBorrower or any of its Subsidiaries), independent public accountants accountants, and other experts selected by it and shall not be liable to any Lender for any action taken taken, or omitted to be taken taken, in good faith by it or them in accordance with the advice of such counsel, accountants, or experts received in such consultations and shall not be liable for any negligence or misconduct of any such counsel, accountants or other experts; (iiic) makes no warranty or representation to any Lender or Issuer and shall not be responsible to any Lender or Issuer for any opinions, certifications, statements, warranties or representations (whether written or oral) made in or in connection with this Agreementany Financing Document; (ivd) shall not have any duty to any Lender or Issuer to ascertain or to inquire as to the performance or observance of any of the terms, covenants covenants, or conditions of this Agreement on any Financing Document or any other instrument or document furnished pursuant thereto or to satisfy itself that all conditions to and requirements for any credit extension have been met or that the part of Borrower is entitled to any Lender credit extension or to inspect the property (including the books and records) of the Borrower or any Lenderof its Subsidiaries; (ve) shall not be responsible to any Lender or Issuer for the due execution, legality, validity, enforceability, genuineness, sufficiency or value ofof any item of Collateral or Financing Document, this Agreement Bond Document or any other instrument or document furnished pursuant theretothereto or hereto, nor for the creation, perfection or priority of any Liens purported to be created by any Financing Documents; and (vif) shall incur no liability under or in respect of this Agreement by acting upon any notice, consent, certificate certificate, or other instrument or writing (which may be by faxtelegram, cable, telex, or otherwise) believed by it to be genuine and signed or sent by the proper party or parties; and (vii) shall not have any fiduciary duty to any other Lender.

Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement, except for its or their own gross negligence or willful misconduct as determined in a final, non-appealable judgment by a court of competent jurisdictionmisconduct. Without limitation of the generality of the foregoing, the Administrative Agent: (i) may treat each the Lender recorded in the Register that made any Advance as the owner holder of the Commitment recorded for such Lender in the Register Debt resulting therefrom until the Administrative Agent receives and accepts an Assumption Agreement entered into by an Assuming Lender as provided in Section 2.18 or an Assignment and Assumption Acceptance entered into by such Lender, as assignor, and an Eligible Assignee, as assignee, as provided in Section 8.07 and except as provided otherwise in Section 8.168.07; (ii) may consult with legal counsel (including counsel for the Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (iii) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement; (iv) shall not have any duty to ascertain or to inquire as to the performance performance, observance or observance satisfaction of any of the terms, covenants or conditions of this Agreement on the part of the Borrower or the existence at any Lender time of any Default or to inspect the property (including the books and records) of any Lenderthe Borrower; (v) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, this Agreement or any other instrument or document furnished pursuant theretohereto; and (vi) shall incur no liability under or in respect of this Agreement by acting upon any notice, consent, certificate or other instrument or writing (which may be by faxtelecopier, telegram or telex) believed by it to be genuine and signed or sent by the proper party or parties; and (vii) shall not have any fiduciary duty to any other Lender.

Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement, except for its or their own gross negligence or willful misconduct as determined in a final, non-appealable judgment by a court of competent jurisdictionmisconduct. Without limitation of the generality of the foregoing, the Administrative Agent: (i) may treat each the Lender recorded in the Register that made any Advance as the owner holder of the Commitment recorded for such Lender in the Register Debt resulting therefrom until the Administrative Agent receives and accepts an Assumption Agreement entered into by an Assuming Lender as provided in Section 2.18 or an Assignment and Assumption Acceptance entered into by such Lender, as assignor, and an Eligible Assignee, as assignee, as provided in Section 8.07 and except as provided otherwise in Section 8.169.07; (ii) may consult with legal counsel (including counsel for the BorrowerCompany), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (iii) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement; (iv) shall not have any duty to ascertain or to inquire as to the performance performance, observance or observance satisfaction of any of the terms, covenants or conditions of this Agreement on the part of any Lender Borrower or the existence at any time of any Default or to inspect the property (including the books and records) of the Company or any Lenderother Borrower; (v) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, this Agreement or any other instrument or document furnished pursuant theretohereto; and (vi) shall incur no liability under or in respect of this Agreement by acting upon any notice, consent, certificate or other instrument or writing (which may be by faxtelecopier) believed by it to be genuine and signed or sent by the proper party or parties; and (vii) shall not have any fiduciary duty to any other Lender.

Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement, except for its or their own gross negligence or willful misconduct as determined in a final, non-appealable judgment by a court of competent jurisdictionmisconduct. Without limitation of the generality of the foregoing, the Administrative Agent: (i) may treat each the Lender recorded in the Register that made any Advance as the owner holder of the Commitment recorded for such Lender in the Register Debt resulting therefrom until the Administrative Agent receives and accepts an Assumption Agreement entered into by an Assuming Increasing Lender as provided in Section 2.20, an Assumption Agreement entered into by an Assuming Extending Lender as provided in Section 2.21 or an Assignment and Assumption Acceptance entered into by such Lender, as assignor, and an Eligible Assignee, as assignee, as provided in Section 8.07 and except as provided otherwise in Section 8.169.07; (ii) may consult with legal counsel (including counsel for the Parent Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (iii) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement; (iv) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement on the part of any Lender Borrower or to inspect the property (including the books and records) of any LenderBorrower; (v) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, of this Agreement or any other instrument or document furnished pursuant theretohereto; and (vi) shall incur no liability under or in respect of this Agreement by acting upon any notice, consent, certificate or other instrument or writing (which may be by fax, electronic transmission or telegram) believed by it to be genuine and signed or sent by the proper party or parties; and (vii) shall not have any fiduciary duty to any other Lender.

Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement, except for its or their own gross negligence or willful misconduct as determined in a final, non-appealable judgment by a court of competent jurisdictionmisconduct. Without limitation of the generality of the foregoing, the Administrative Agent: (i) may treat each the Lender recorded in the Register that made any Advance as the owner holder of the Commitment recorded for such Lender in the Register Debt resulting therefrom until the Administrative Agent receives and accepts an Assumption Agreement entered into by an Assuming Lender as provided in Section 2.18 or an Assignment and Assumption Acceptance entered into by such Lender, as assignor, and an Eligible Assignee, as assignee, as provided in Section 8.07 and except as provided otherwise in Section 8.168.07; (ii) may consult with legal counsel (including counsel for the Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (iii) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement; (iv) shall not have any duty to ascertain or to inquire as to the performance performance, observance or observance satisfaction of any of the terms, covenants or conditions of this Agreement on the part of the Borrower or the existence at any Lender time of any Default or to inspect the property (including the books and records) of any Lenderthe Borrower; (v) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, this Agreement or any other instrument or document furnished pursuant theretohereto; and (vi) shall incur no liability under or in respect of this Agreement by acting upon any notice, consent, certificate or other instrument or writing (which may be by faxtelecopier or telegram) believed by it to be genuine and signed or sent by the proper party or parties; and (vii) shall not have any fiduciary duty to any other Lender.

Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this AgreementAgreement or the other Loan Documents, except for its or their own gross negligence or willful misconduct as determined in a final, non-appealable judgment by a court of competent jurisdictionmisconduct. Without limitation of the generality of the foregoing, the Administrative Agent: (i) may treat each Lender recorded in the Register payee of any Note as the owner holder thereof until Agent receives written notice of the Commitment recorded for such Lender in the Register until the Administrative Agent receives and accepts an Assignment and Assumption entered into assignment or transfer thereof signed by such Lender, as assignor, payee and an Eligible Assignee, as assignee, as provided in Section 8.07 and except as provided otherwise in Section 8.16form satisfactory to Agent; (ii) may consult with legal counsel (including counsel for the Borrower)counsel, independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (iii) makes no warranty or representation representations to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this AgreementAgreement or the other Loan Documents; (iv) shall not have any duty beyond Agent's customary practices to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or the other Loan Documents on the part of any Lender Borrower or to inspect the property (including the books and records) of any LenderBorrower; (v) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, of this Agreement or the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto; and (vi) shall incur no liability under or in respect of this Agreement or the other Loan Documents by acting upon any notice, consent, certificate or other instrument or writing (which may be by faxtelecopy, telegram, cable or telex) believed in good faith by it to be genuine and signed or sent by the proper party or parties; and (vii) shall not have any fiduciary duty to any other Lender.

Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable to any Lender or the Borrower for any action taken or omitted to be taken by it or them under or in connection with this Agreement, except for its or their own gross negligence or willful misconduct as determined in a final, non-appealable judgment by a court of competent jurisdictionmisconduct. Without limitation of the generality of the foregoing, the Administrative Agent: (i) may treat each Lender recorded listed in the Register as a “Lender” with a Commitment in the owner of the Commitment amount recorded for such Lender in the Register until the Administrative Agent receives and accepts an Assignment and Assumption Acceptance entered into by such Lendera Lender listed in the Register, as assignor, and an Eligible Assignee, as assignee, as provided in Section 8.07 8.07, at which time the Administrative Agent will make such recordations in the Register as are appropriate to reflect the assignment effected by such Assignment and except as provided otherwise in Section 8.16Acceptance; (ii) may consult with legal counsel (including counsel for the Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (iii) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreementthe Loan Documents; (iv) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement the Loan Documents on the part of any Lender the Borrower or to inspect the property (including the books and records) of any Lenderthe Borrower; (v) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, this Agreement of the Loan Documents or any other instrument or document furnished pursuant thereto; and (vi) shall incur no liability under or in respect of this Agreement by acting upon any notice, consent, certificate or other instrument or writing (which may be by faxtelecopier, telegram or cable) believed by it in good faith to be genuine and signed or sent by the proper party or parties; and (vii) shall not have any fiduciary duty to any other Lender.

Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement, except for its or their own gross negligence or willful misconduct as determined in a final, non-appealable judgment by a court of competent jurisdictionmisconduct. Without limitation of the generality of the foregoing, the Administrative Agent: (i) may treat each the Lender recorded in the Register that made any Advance as the owner holder of the Commitment recorded for such Lender in the Register Indebtedness resulting therefrom until the Administrative Agent receives and accepts an Assumption Agreement entered into by an Assuming Lender as provided in Section 2.18 or an Assignment and Assumption Acceptance entered into by such Lender, as assignor, and an Eligible Assignee, as assignee, as provided in Section 8.07 and except as provided otherwise in Section 8.168.07; (ii) may consult with legal counsel (including counsel for the Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (iii) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement; (iv) shall not have any duty to ascertain or to inquire as to the performance performance, observance or observance satisfaction of any of the terms, covenants or conditions of this Agreement on the part of the Borrower or the existence at any Lender time of any Default or to inspect the property (including the books and records) of any Lenderthe Borrower; (v) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, this Agreement or any other instrument or document furnished pursuant theretohereto; and (vi) shall incur no liability under or in respect of this Agreement by acting upon any notice, consent, certificate or other instrument or writing (which may be by faxtelecopier, telegram or telex) believed by it to be genuine and signed or sent by the proper party or parties; and (vii) shall not have any fiduciary duty to any other Lender.

Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement, except for its or their own gross negligence or willful misconduct as determined in a final, non-appealable judgment by a court of competent jurisdictionmisconduct. Without limitation of the generality of the foregoing, the Administrative Agent: (i) may treat each the Lender recorded in the Register that made any Advance as the owner holder of the Commitment recorded for such Lender in the Register Debt resulting therefrom until the Administrative Agent receives and accepts an Assumption Agreement entered into by an Assuming Lender as provided in Section 2.19 or an Assignment and Assumption Acceptance entered into by such Lender, as assignor, and an Eligible Assignee, as assignee, as provided in Section 8.07 and except as provided otherwise in Section 8.168.07; (ii) may consult with legal counsel (including counsel for the Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (iii) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement; (iv) shall not have any duty to ascertain or to inquire as to the performance performance, observance or observance satisfaction of any of the terms, covenants or conditions of this Agreement on the part of the Borrower or the existence at any Lender time of any Default or to inspect the property (including the books and records) of any Lenderthe Borrower; (v) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, this Agreement or any other instrument or document furnished pursuant theretohereto; and (vi) shall incur no liability under or in respect of this Agreement by acting upon any notice, consent, certificate or other instrument or writing (which may be by faxtelecopier, telegram or telex) believed by it to be genuine and signed or sent by the proper party or parties; and (vii) shall not have any fiduciary duty to any other Lender.

Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement, except for its or their own gross negligence or willful misconduct as determined in a final, non-appealable judgment by a court of competent jurisdiction. Without limitation of the generality of the foregoing, the Administrative Agent: (i) may treat each Lender recorded in the Register as the owner of the Commitment recorded for such Lender in the Register until the Administrative Agent receives and accepts an Assignment and Assumption entered into by such Lender, as assignor, and an Eligible Assignee, as assignee, as provided in Section 8.07 9.07 and except as provided otherwise in Section 8.169.16; (ii) may consult with legal counsel (including counsel for the BorrowerLoan Parties), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (iii) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement; (iv) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement on the part of any Lender or to inspect the property (including the books and records) of any Lender; (v) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, this Agreement or any other instrument or document furnished pursuant thereto; (vi) shall incur no liability under or in respect of this Agreement by acting upon any notice, consent, certificate or other instrument or writing (which may be by fax) believed by it to be genuine and signed or sent by the proper party or parties; and (vii) shall not have any fiduciary duty to any other Lender.

Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement, except for its or their own gross negligence or willful misconduct as determined in a final, non-appealable judgment by a court of competent jurisdiction. Without limitation of the generality of the foregoing, the Administrative Agent: (i) may treat each Lender recorded in the Register as the owner of the Commitment recorded for such Lender in the Register until the Administrative Agent receives and accepts an Assignment and Assumption entered into by such Lender, as assignor, and an Eligible Assignee, as assignee, as provided in Section 8.07 9.07 and except as provided otherwise in Section 8.169.16; (ii) may consult with legal counsel (including counsel for the Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (iii) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement; (iv) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement on the part of any Lender or to inspect the property (including the books and records) of any Lender; (v) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, this Agreement or any other instrument or document furnished pursuant thereto; (vi) shall incur no liability under or in respect of this Agreement by acting upon any notice, consent, certificate or other instrument or writing (which may be by fax) believed by it to be genuine and signed or sent by the proper party or parties; and (vii) shall not have any fiduciary duty to any other Lender.

Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement, except for its or their own gross negligence or willful misconduct as determined in a final, non-appealable judgment by a court of competent jurisdictionmisconduct. Without limitation of the generality of the foregoing, the Administrative Agent: (i) may treat each the Lender recorded in the Register that made any Advance as the owner holder of the Commitment recorded for such Lender in the Register Debt resulting therefrom until the Administrative Agent receives and accepts an Assumption Agreement entered into by an Assuming Lender as provided in Section 2.17 or 2.18, as the case may be, or an Assignment and Assumption Acceptance entered into by such Lender, as assignor, and an Eligible Assignee, as assignee, as provided in Section 8.07 and except as provided otherwise in Section 8.168.07; (ii) may consult with legal counsel (including counsel for the Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (iii) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement; (iv) shall not have any duty to ascertain or to inquire as to the performance performance, observance or observance satisfaction of any of the terms, covenants or conditions of this Agreement on the part of the Borrower or the existence at any Lender time of any Default or to inspect the property (including the books and records) of any Lenderthe Borrower; (v) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, this Agreement or any other instrument or document furnished pursuant theretohereto; and (vi) shall incur no liability under or in respect of this Agreement by acting upon any notice, consent, certificate or other instrument or writing (which may be by faxtelecopier, telegram or telex) believed by it to be genuine and signed or sent by the proper party or parties; and (vii) shall not have any fiduciary duty to any other Lender.

Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents agents, employees or employees Affiliates shall be liable to the Supplemental Guarantor for any action taken or omitted to be taken by it or them by such directors, officers, agents, employees or Affiliates under or in connection with this AgreementSupplemental Guarantee, the Loan Agreement or any other instrument or document furnished pursuant thereto, except for its or their own gross negligence or willful misconduct (as actually and finally determined in a final, non-appealable judgment by a court of competent jurisdiction) and only to the extent of any direct (as opposed to special, indirect, consequential or punitive) damages. Without limitation of limiting the generality of the foregoing, the Administrative Agent: (i) may treat each Lender recorded in the Register as the owner of the Commitment recorded for such Lender in the Register until the Administrative Agent receives and accepts an Assignment and Assumption entered into by such Lender, as assignor, and an Eligible Assignee, as assignee, as provided in Section 8.07 and except as provided otherwise in Section 8.16; (ii) may consult with legal counsel (including counsel for the Borrower)counsel, independent public accountants and other experts selected by it and shall not be liable to the Supplemental Guarantor for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counselexperts, accountants or experts; (iii) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement; (ivii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this the Loan Agreement or any instrument or document furnished pursuant thereto on the part of any Lender the Borrower or to inspect the property (including the books and records) of the Borrower or any Lender; of its Subsidiaries, (viii) shall not be responsible to any Lender the Supplemental Guarantor for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, this of the Loan Agreement or any other instrument or document furnished pursuant thereto; , and (viiv) shall incur no liability under or in respect of to this Agreement Supplemental Guarantee by acting upon any notice, consent, certificate or other instrument or writing (which may be by faxtelegram, facsimile transmission, cable or telex) believed by it to be genuine and signed or sent by the proper party or parties; and (vii) . The Supplemental Guarantor agrees that the Tranche B Lender may, in its sole discretion, without prior notice to the Supplemental Guarantor, agree to the modification, amendment or waiver of any of the terms of any of the Loan Documents. The immediately preceding sentence shall not have be construed to limit any fiduciary duty to any other Lenderof the Supplemental Guarantor's rights under Section 10.1(a) of the Loan Agreement.

Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement, except for its or their own gross negligence or willful misconduct as determined in a final, non-appealable judgment by a court of competent jurisdictionmisconduct. Without limitation of the generality of the foregoing, the Administrative Agent: (i) may treat each the Lender recorded in the Register that made any Advance as the owner holder of the Commitment recorded for such Lender in the Register Debt resulting therefrom until the Administrative Agent receives and accepts an Assumption Agreement entered into by an Assuming Lender as provided in Section 2.17 or 2.18, as the case may be, or an Assignment and Assumption Acceptance entered into by such Lender, as assignor, and an Eligible Assignee, as assignee, as provided in Section 8.07 and except as provided otherwise in Section 8.168.07; (ii) may consult with legal counsel (including counsel for the Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (iii) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement; (iv) shall not have any duty to ascertain or to inquire as to the performance performance, observance or observance satisfaction of any of the terms, covenants or conditions of this Agreement on the part of the Borrower or the existence at any Lender time of any Default or to inspect the property (including the books and records) of any Lenderthe Borrower; (v) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, of this Agreement or any other instrument or document furnished pursuant theretohereto; and (vi) shall incur no liability under or in respect of this Agreement by acting upon any notice, consent, certificate or other instrument or writing (which may be by faxtelecopier or telegram) believed by it to be genuine and signed or sent by the proper party or parties; and (vii) shall not have any fiduciary duty to any other Lender.

Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement, except for its or their own gross negligence or willful misconduct as determined in a final, non-appealable judgment by a court of competent jurisdictionmisconduct. Without limitation of the generality of the foregoing, the Administrative Agent: (i) may treat each the Lender recorded in the Register that made any Advance as the owner holder of the Commitment recorded for such Lender in the Register Debt resulting therefrom until the Administrative Agent receives and accepts an Assumption Agreement entered into by an Assuming Lender as provided in Section 2.17 or 2.18, as the case may be, or an Assignment and Assumption Acceptance entered into by such Lender, as assignor, and an Eligible Assignee, as assignee, as provided in Section 8.07 and except as provided otherwise in Section 8.168.06; (ii) may consult with legal counsel (including counsel for the Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (iii) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement; (iv) shall not have any duty to ascertain or to inquire as to the performance performance, observance or observance satisfaction of any of the terms, covenants or conditions of this Agreement on the part of the Borrower or the existence at any Lender time of any Default or to inspect the property (including the books and records) of any Lenderthe Borrower; (v) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, of this Agreement or any other instrument or document furnished pursuant theretohereto; and (vi) shall incur no liability under or in respect of this Agreement by acting upon any notice, consent, certificate or other instrument or writing (which may be by faxtelecopier or telegram) believed by it to be genuine and signed or sent by the proper party or parties; and (vii) shall not have any fiduciary duty to any other Lender.

Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement, except for its or their own gross negligence or willful misconduct as determined in a final, non-appealable judgment by a court of competent jurisdictionmisconduct. Without limitation of the generality of the foregoing, the Administrative Agent: (i) may treat each the Lender recorded in the Register that made any Advance as the owner holder of the Commitment recorded for such Lender in the Register Debt resulting therefrom until the Administrative Agent receives and accepts an Assumption Agreement entered into by an Assuming Lender as provided in Section 2.19 or an Assignment and Assumption Acceptance entered into by such Lender, as assignor, and an Eligible Assignee, as assignee, as provided in Section 8.07 and except as provided otherwise in Section 8.169.06; (ii) may consult with legal counsel (including counsel for the BorrowerBorrowers), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (iii) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement; (iv) shall not have any duty to ascertain or to inquire as to the performance performance, observance or observance satisfaction of any of the terms, covenants or conditions of this Agreement on the part of any Lender Borrower or the existence at any time of any Default or to inspect the property (including the books and records) of any LenderBorrower; (v) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, this Agreement or any other instrument or document furnished pursuant theretohereto; and (vi) shall incur no liability under or in respect of this Agreement by acting upon any notice, consent, certificate or other instrument or writing (which may be by faxtelecopier, telegram or telex) believed by it to be genuine and signed or sent by the proper party or parties; and (vii) shall not have any fiduciary duty to any other Lender.

Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, shareholders, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this AgreementAgreement or any other Loan Document, except for its or their own gross negligence or willful misconduct as determined in a final, non-appealable judgment by a court of competent jurisdictionwilful misconduct. Without limitation of the generality of the foregoing, the Administrative Agent: (i) may treat each Lender recorded in the Register payee of any note as the owner of the Commitment recorded for such Lender in the Register holder thereof until the Administrative Agent receives and accepts an a Bank Assignment and Assumption entered into providing for the assignment thereof, in accordance with Section 8.07, or receives other written notice of the assignment or transfer thereof signed by such Lender, as assignor, payee and an Eligible Assignee, as assignee, as provided in Section 8.07 and except as provided otherwise in Section 8.16form satisfactory to the Agent; (ii) may consult with legal counsel (including counsel for the Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (iii) makes no warranty or representation to any Lender Bank and shall not be responsible to any Lender Bank for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement, in the Information Memorandum or otherwise; (iv) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement Agreement, any other Loan Document or any of the Ancillary Agreements on the part of the Borrower, NEP, XXXX or any Lender Hydrocarbon Property Venture or to inspect the property (including the books and records) of the Borrower, NEP, XXXX or any LenderHydrocarbon Property Venture; (v) shall not be responsible to any Lender Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, of this Agreement or any other instrument or document furnished pursuant theretohereto; and (vi) shall incur no liability under or in respect of this Agreement or any other Loan Document or any of the Ancillary Agreements by acting upon any notice, consent, certificate or other instrument or writing (which may be by faxtelecopy, telegram, cable or telex) believed by it to be genuine and signed or sent by the proper party or parties; and (vii) shall not have any fiduciary duty to any other Lender.

Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement, except for its or their own gross negligence or willful misconduct as determined in a final, non-appealable judgment by a court of competent jurisdictionmisconduct. Without limitation of the generality of the foregoing, the Administrative Agent: (i) may treat each the Lender recorded in the Register that made any Advance as the owner holder of the Commitment recorded for such Lender in the Register Debt resulting therefrom until the Administrative Agent receives and accepts an Assumption Agreement entered into by an Assuming Lender as provided in Section 2.18 or an Assignment and Assumption Acceptance entered into by such Lender, as assignor, and an Eligible Assignee, as assignee, as provided in Section 8.07 and except as provided otherwise in Section 8.169.06; (ii) may consult with legal counsel (including counsel for the BorrowerBorrowers), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (iii) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement; (iv) shall not have any duty to ascertain or to inquire as to the performance performance, observance or observance satisfaction of any of the terms, covenants or conditions of this Agreement on the part of any Lender Borrower or the existence at any time of any Default or to inspect the property (including the books and records) of any LenderBorrower; (v) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, this Agreement or any other instrument or document furnished pursuant theretohereto; and (vi) shall incur no liability under or in respect of this Agreement by acting upon any notice, consent, certificate or other instrument or writing (which may be by faxtelecopier, telegram or telex) believed by it to be genuine and signed or sent by the proper party or parties; and (vii) shall not have any fiduciary duty to any other Lender.

Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement, except for its or their own gross negligence or willful misconduct. The Agent may employ agents and attorneys-in-fact and shall not be responsible to any Lender for the negligence or misconduct as determined in a final, nonof any such agents or attorneys-appealable judgment in-fact selected by a court of competent jurisdictionit with reasonable care. Without limitation of the generality of the foregoing, the Administrative Agent: (i) may treat each Lender recorded in the Register payee of any Note as the owner holder thereof until the Agent receives written notice of the Commitment recorded for such Lender in the Register until the Administrative Agent receives and accepts an Assignment and Assumption entered into assignment or transfer thereof signed by such Lender, as assignor, payee and an Eligible Assignee, as assignee, as provided in Section 8.07 and except as provided otherwise in Section 8.16form satisfactory to the Agent; (ii) may consult with legal counsel (including counsel for the Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (iii) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made by the Borrower in or in connection with this Agreement; (iv) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement on the part of any Lender the Borrower or to inspect the property (including the books and records) of any Lenderthe Borrower; (v) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, of this Agreement or any other instrument or document furnished pursuant theretohereto; and (vi) shall incur no liability under or in respect of this Agreement by acting upon any notice, consent, certificate or other instrument or writing (which may be by faxtelegram, cable or telex) believed by it in good faith to be genuine and signed or sent by the proper party or parties; and (vii) shall not have any fiduciary duty to any other Lender.

Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this AgreementAgreement or the other Loan Documents, except for its or their own gross negligence or willful misconduct as determined in a final, non-appealable judgment by a court of competent jurisdictionmisconduct. Without limitation of the generality of the foregoing, the Administrative Agent: (i) may treat each Lender recorded in the Register payee of any Note as the owner holder thereof until Agent receives written notice of the Commitment recorded for such Lender in the Register until the Administrative Agent receives and accepts an Assignment and Assumption entered into assignment or transfer thereof signed by such Lender, as assignor, payee and an Eligible Assignee, as assignee, as provided in Section 8.07 and except as provided otherwise in Section 8.16form satisfactory to Agent; (ii) may consult with legal counsel (including counsel for the Borrower)counsel, independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (iii) makes no warranty or representation representations to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this AgreementAgreement or the other Loan Documents; (iv) shall not have any duty beyond Agent’s customary practices to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or the other Loan Documents on the part of any Lender Borrowers or to inspect the property (including the books and records) of any LenderBorrowers; (v) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, of this Agreement or the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto; and (vi) shall incur no liability under or in respect of this Agreement or the other Loan Documents by acting upon any notice, consent, certificate or other instrument or writing (which may be by faxfacsimile, telegram, cable or telex) believed in good faith by it to be genuine and signed or sent by the proper party or parties; and (vii) shall not have any fiduciary duty to any other Lender.

Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this AgreementAgreement or the other Guaranty Documents, except for its or their own gross negligence or willful misconduct as determined in a final, non-appealable judgment by a court of competent jurisdictionmisconduct. Without limitation of the generality of the foregoing, the Administrative Agent: (i) may treat each Lender recorded in the Register grantor of any Guaranty as the owner provider thereof until Agent receives written notice of the Commitment recorded for such Lender in the Register until the Administrative Agent receives and accepts an Assignment and Assumption entered into assignment or transfer thereof signed by such Lender, as assignor, Guarantor and an Eligible Assignee, as assignee, as provided in Section 8.07 and except as provided otherwise in Section 8.16form satisfactory to Agent; (ii) may consult with legal counsel (including counsel for the Borrower)counsel, independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (iii) makes no warranty or representation representations to any Lender Guarantor and shall not be responsible to any Lender Guarantor for any statements, warranties or representations (whether written or oral) made in or in connection with this AgreementAgreement or the other Guaranty Documents; (iv) shall not have any duty beyond Agent's customary practices to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or the other Guaranty Documents on the part of any Lender Borrower or to inspect the property (including the books and records) of any LenderBorrower; (v) shall not be responsible to any Lender Guarantor for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, of this Agreement or the other Guaranty Documents or any other instrument or document furnished pursuant hereto or thereto; and (vi) shall incur no liability under or in respect of this Agreement or the other Guaranty Documents by acting upon any notice, consent, certificate or other instrument or writing (which may be by faxtelecopy, telegram, cable or telex) believed in good faith by it to be genuine and signed or sent by the proper party or parties; and (vii) shall not have any fiduciary duty to any other Lender.

Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement, except for its or their own gross negligence or willful misconduct as determined in a final, non-appealable judgment by a court of competent jurisdictionmisconduct. Without limitation of the generality of the foregoing, the Administrative Agent: (i) may treat each the Lender recorded in the Register that made any Advance as the owner holder of the Commitment recorded for such Lender in the Register Debt resulting therefrom until the Administrative Agent receives and accepts an Assumption Agreement entered into by an Assuming Lender as provided in Section 2.16 or 2.17, as the case may be, or an Assignment and Assumption Acceptance entered into by such Lender, as assignor, and an Eligible Assignee, as assignee, as provided in Section 8.07 and except as provided otherwise in Section 8.168.07; (ii) may consult with legal counsel (including counsel for the Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (iii) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement; (iv) shall not have any duty to ascertain or to inquire as to the performance performance, observance or observance satisfaction of any of the terms, covenants or conditions of this Agreement on the part of the Borrower or the existence at any Lender time of any Default or to inspect the property (including the books and records) of any Lenderthe Borrower; (v) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, of this Agreement or any other instrument or document furnished pursuant theretohereto; and (vi) shall incur no liability under or in respect of this Agreement by acting upon any notice, consent, certificate or other instrument or writing (which may be by faxtelecopier, telegram or telex) believed by it to be genuine and signed or sent by the proper party or parties; and (vii) shall not have any fiduciary duty to any other Lender.