Common use of Agent’s Reliance Clause in Contracts

Agent’s Reliance. Agent shall not be liable for any action taken or omitted to be taken by it under or in connection with this Agreement, the Notes, any Purchase Notice, any Release, or any Collateral Document or any other Loan Document, except for its own gross negligence or willful misconduct. Without limiting the generality of the foregoing, Agent: (a) may treat the payee of any Note as the holder thereof until Agent receives and accepts an assignment and acceptance entered into by the Lender which is the payee of such Note, as assignor, and an assignee as provided in Section 11.8; (b) may consult with legal counsel, independent public accountants, and other experts selected by them and shall not be liable for any action taken or omitted to be taken in good faith by Agent in accordance with the advice of such counsel, accountants, or experts; (c) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties, or representations made in or in connection with this Agreement, the Notes, or any Collateral Document or any other Loan Document ; (d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants, or conditions of this Agreement, the Notes, or any of the Collateral Documents or any other Loan Documents on the part of any Person party hereto or thereto or to inspect any asset (including the books and records) of Borrower or any of its Subsidiaries; (e) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency, or value of this Agreement, the Notes, or any Collateral Document or any other Loan Document, or any other instrument or document furnished pursuant hereto or thereto; (f) shall incur no liability under or in respect of this Agreement, the Notes, or any Collateral Document or any other Loan Document by acting upon any notice, consent, certificate, or other instrument or writing (which may be by telegram, cable, telefacsimile, or telex) believed by them to be genuine and signed or sent by the proper Person or Persons; and (g) may execute and deliver, and shall incur no liability under or in respect to this Agreement, the Notes, or any Collateral Document by executing and delivering, or executing or delivering any other document, instrument or agreement releasing any Collateral in connection with such execution and delivery of, a Release in respect of any Purchase Notice received by it.

Agent’s Reliance. Neither the Agent nor any of its directors, officers, agents or employees shall not be liable for any action taken or omitted to be taken by it under or in connection with this Agreement, the Notes, any Purchase Notice, any Release, the Collateral Documents or any Collateral Document or any the other Loan DocumentDocuments, except for its or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, the Agent: (ai) may treat the payee of any Note of the Notes as the holder thereof until the Agent receives written notice of the assignment or transfer thereof, signed by such payee and accepts an assignment and acceptance entered into by in form satisfactory to the Lender which is the payee of such Note, as assignor, and an assignee as provided in Section 11.8Agent; (bii) may consult with legal counselcounsel (including counsel for the Borrowers), independent public accountants, accountants and other experts selected by them it and shall not be liable for any action taken or omitted to be taken by it in good faith by Agent in accordance with the advice of such counsel, accountants, accountants or experts; (ciii) makes no warranty or representation to any Lender Bank and shall not be responsible to any Lender Bank for any statements, warranties, warranties or representations made in or in connection with this Agreement, the Notes, or any the Collateral Document or any Documents and the other Loan Document Documents; (div) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants, covenants or conditions of this Agreement, the Notes, or any of the Collateral Documents or any the other Loan Documents on the part of any Person party hereto or thereto Documents, or to inspect any asset property (including the books and records) of Borrower or any of its Subsidiariesthe Borrowers; (ev) shall not be responsible to any Lender Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of this Agreement, the Notes, the Collateral Documents or any Collateral Document or any the other Loan Document, or any other instrument or document furnished pursuant hereto or thereto; (f) shall incur no liability under or in respect of this Agreement, the Notes, or any Collateral Document or any other Loan Document by acting upon any notice, consent, certificate, or other instrument or writing (which may be by telegram, cable, telefacsimile, or telex) believed by them to be genuine and signed or sent by the proper Person or PersonsDocuments; and (gvi) may execute and deliver, and shall incur no liability under or in respect to this Agreement, the Notes, the Collateral Documents or the other Loan Documents by acting upon any Collateral Document by executing and deliveringnotice, consent, certificate or executing or delivering any other document, instrument or agreement releasing any Collateral in connection with such execution writing (which may be by facsimile, telegram, cable or telex) believed by it to be genuine and delivery of, a Release in respect of any Purchase Notice received signed or sent by itthe proper party or parties.

Agent’s Reliance. Neither Agent nor any of its Affiliates nor any of their respective directors, officers, agents or employees shall not be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement, Agreement or the Notes, any Purchase Notice, any Release, or any Collateral Document or any other Loan DocumentDocuments, except for damages caused by its or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, Agent, as applicable: (a) may treat the payee of any Note as the holder thereof until Agent receives written notice of the assignment or transfer thereof signed by such payee and accepts an assignment and acceptance entered into by the Lender which is the payee of such Note, as assignor, and an assignee as provided in Section 11.8form satisfactory to Agent; (b) may consult with legal counsel, independent public accountants, accountants and other experts selected by them it and shall not be liable for any action taken or omitted to be taken by it in good faith by Agent in accordance with the advice of such counsel, accountants, accountants or experts; (c) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties, warranties or representations made in or in connection with this Agreement, Agreement or the Notes, or any Collateral Document or any other Loan Document Documents; (d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants, covenants or conditions of this Agreement, Agreement or the Notes, or any of the Collateral Documents or any other Loan Documents on the part of any Person party hereto or thereto Credit Party or to inspect any asset the Collateral (including the books and records) of Borrower or any of its SubsidiariesCredit Party; (e) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of this Agreement, Agreement or the Notes, or any Collateral Document or any other Loan Document, Documents or any other instrument or document furnished pursuant hereto or thereto; and (f) shall incur no liability under or in respect of this Agreement, Agreement or the Notes, or any Collateral Document or any other Loan Document Documents by acting upon any notice, consent, certificate, certificate or other instrument or writing (which may be by facsimile, telegram, cable, telefacsimile, cable or telex) believed by them it to be genuine and signed or sent by the proper Person party or Persons; and (g) may execute and deliver, and shall incur no liability under or in respect to this Agreement, the Notes, or any Collateral Document by executing and delivering, or executing or delivering any other document, instrument or agreement releasing any Collateral in connection with such execution and delivery of, a Release in respect of any Purchase Notice received by itparties.

Agent’s Reliance. Neither the Agent nor any of its directors, officers, agents or employees shall not be liable for any action taken or omitted to be taken by it under or in connection with this Agreement, the Notes, any Purchase Notice, any Release, or any Collateral Document or any other Loan DocumentDocuments, except for its or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, the Agent: (ai) may treat the payee of any Note of the Notes as the holder thereof until the Agent receives written notice of the assignment or transfer thereof, signed by such payee and accepts an assignment and acceptance entered into by in form satisfactory to the Lender which is the payee of such Note, as assignor, and an assignee as provided in Section 11.8Agent; (bii) may consult with legal counselcounsel (including counsel for the Borrower), independent public accountants, accountants and other experts selected by them it and shall not be liable for any action taken or omitted to be taken by it in good faith by Agent in accordance with the advice of such counsel, accountants, accountants or experts; (ciii) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties, warranties or representations made in or in connection with this Agreement, the Notes, or any Collateral Document or any other Loan Document Documents; (div) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants, covenants or conditions of this Agreement, the Notes, Notes or any of the Collateral Documents or any other Loan Documents on (except receipt of items expressly required to be delivered to the part of any Person party hereto or thereto Agent hereunder), or to inspect any asset property (including the books and records) of Borrower or any of its Subsidiariesthe Borrower; (ev) shall not be responsible to any Lender for the due execution, legality, validity, enforceabilityenforce ability, genuineness, sufficiency, sufficiency or value of this Agreement, any of the Notes, or any Collateral Document or any other Loan Document, or any other instrument or document furnished pursuant hereto or theretoDocuments; and (fvi) shall incur no liability under or in respect of this Agreement, to the Notes, or any Collateral Document or any other Loan Document Documents by acting upon any notice, consent, certificate, certificate or other instrument or writing (which may be by facsimile, telegram, cable, telefacsimile, cable or telex) believed by them it to be genuine and signed or sent by the proper Person party or Persons; and (g) may execute and deliver, and parties. The Agent shall incur no liability under or in respect to this Agreement, the Notes, or any Collateral Document by executing and delivering, or executing or delivering any other document, instrument or agreement releasing any Collateral in connection with such execution and delivery of, not have a Release fiduciary relationship in respect of any Purchase Notice received Lender by reason of this Agreement. The Agent shall not have any implied duties to the Lenders, or any obligation to the Lenders to take any action under the Loan Documents except any actions specifically provided by such documents to be taken by it. For the avoidance of doubt, this Section 9.2 also applies to any Lender in its capacity as a provider of Banking Services.

Agent’s Reliance. Neither any Agent nor any of their respective directors, officers, agents or employees shall not be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement, the Notes, any Purchase Notice, any Release, or any Collateral Document or any other Loan DocumentCredit Documents, except for its or their own gross negligence or willful misconduct. Without limiting limitation of the generality of the foregoing, each Agent: (a) may treat the payee of any Note as the holder thereof until Agent receives and accepts an assignment and acceptance entered into by the Lender which is the payee of such Note, as assignor, and an assignee as provided in Section 11.8; (b) may consult with legal counselcounsel (including counsel for the Borrower), independent public accountants, accountants and other experts selected by them it and shall not be liable for any action taken or omitted to be taken in good faith by Agent it in accordance with the advice of such counsel, accountants, accountants or experts; , (cb) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties, warranties or representations (whether written or oral) made in or in connection with this Agreementthe Credit Documents, the Notes, or any Collateral Document or any other Loan Document ; (dc) 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, covenants or conditions of this Agreement, the Notes, or any of the Collateral Documents or any other Loan Documents Credit Document on the part of the Borrower or the existence at any Person party hereto or thereto time of any Default under the Credit Documents or to inspect any asset the property (including the books and records) of Borrower or any of its Subsidiaries; the Borrower, (ed) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiencysufficiency or value of, or value the perfection or priority of this Agreementany lien or security interest created or purported to be created under or in connection with, the Notes, or any Collateral Credit Document or any other Loan Document, or any other instrument or document furnished pursuant hereto or thereto; , (fe) shall incur no liability under or in respect of this Agreement, the Notes, or any Collateral Document or any other Loan Credit Document by acting upon any notice, consent, certificate, certificate or other instrument or writing (which may be by telegram, cable, telefacsimile, telecopy or telexelectronic communication) believed by them it to be genuine and signed or sent by the proper Person party or Persons; parties and (gf) may execute and deliver, and shall incur have no liability under obligation to independently confirm or verify whether any condition precedent in respect to this Agreement, the Notes, or any Collateral Document by executing and delivering, or executing or delivering any other document, instrument or agreement releasing any Collateral in connection with such execution and delivery of, a Release in respect of any Purchase Notice received by itArticle 5 has been satisfied.

Agent’s Reliance. Neither Agent nor any of their respective affiliates, directors, officers, agents or employees shall not be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement, the Notes, any Purchase Notice, any Release, or any Collateral Document or any other Loan DocumentFinancing Documents, except for its or their own gross negligence or willful misconductmisconduct as conclusively determined by a final non-appealable order of a court of competent jurisdiction. Without limiting limitation of the generality of the foregoing, Agentthe Agents: (a) may treat the payee of any Note as the holder thereof until the Administrative Agent receives and accepts an assignment Assignment and acceptance Assumption Agreement entered into by the Lender which is the payee of such Note, as assignor, and an assignee as provided in Section 11.8Eligible Assignee; (b) may consult with legal counselcounsel (including counsel for the Borrower), independent public accountants, accountants and other experts selected by them it and shall not be liable for any action taken or omitted to be taken in good faith by Agent it in accordance with the advice of such counsel, accountants, accountants or experts; (c) makes make no warranty or representation to any Lender the Lenders and shall not be responsible to any Lender for any statements, warranties, warranties or representations (whether written or oral) made in or in connection with this Agreement, the Notes, or any Collateral Document or any other Loan Document ; (d) shall not have any duty to ascertain or to inquire as to inspect the performance or observance of any of the terms, covenants, or conditions of this Agreement, the Notes, or any of the Collateral Documents or any other Loan Documents on the part of any Person party hereto or thereto or to inspect any asset property (including the books and records) of Borrower or any of its Subsidiariesthe Borrower; (e) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiencysufficiency or value of, or value the perfection or priority of any Lien created or purported to be created under or in connection with, this Agreement, the Notes, or any Collateral Document or any other Loan Document, Agreement or any other instrument or document furnished pursuant hereto or thereto; (f) shall be entitled to rely conclusively upon and shall incur no liability under or in respect of this Agreement, the Notes, Agreement by relying or any Collateral Document or any other Loan Document by acting upon any notice, consent, request, certificate, statement, document or other instrument or writing (which may be by telegramfacsimile, cable, telefacsimile, electronic mail or telex) believed by them it to be genuine and signed or sent by the proper Person party or Personsparties; and (g) may execute and deliver, shall be entitled to rely conclusively upon and shall not incur no any liability under or in respect of this Agreement by relying or acting upon any statement made to this Agreement, it orally or by telephone and believed by it to be made by the Notes, proper party or any Collateral Document by executing and delivering, or executing or delivering any other document, instrument or agreement releasing any Collateral in connection with such execution and delivery of, a Release in respect of any Purchase Notice received by itparties.

Agent’s Reliance. Neither Agent nor any of its directors, officers, agents or employees shall not be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement, the Notes, any Purchase Notice, any Release, or any Collateral Document or any other Loan DocumentFinancing Documents, except for its or their own gross negligence or willful misconduct. Without limiting limitation of the generality of the foregoing, Agentthe Agents: (a) may treat the payee of any Note as the holder thereof until the Administrative Agent receives and accepts an assignment Assignment and acceptance Assumption Agreement entered into by the Lender which is the payee of such Note, as assignor, and an assignee as provided in Section 11.8assignee; (b) may consult with legal counselcounsel (including counsel for the Borrower), independent public accountants, accountants and other experts selected by them it and shall not be liable for any action taken or omitted to be taken in good faith by Agent it in accordance with the advice of such counsel, accountants, accountants or experts; (c) makes make no warranty or representation to any Lender the Lenders and shall not be responsible to any Lender for any statements, warranties, warranties or representations (whether written or oral) made in or in connection with this Agreement, the Notes, or any Collateral Document or any other Loan Document ; (d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants, covenants or conditions of this Agreement, the Notes, or any of the Collateral Documents or any other Loan Documents Agreement on the part of any Person party hereto or thereto the Borrower or to inspect any asset the property (including the books and records) of Borrower or any of its Subsidiariesthe Borrower; (e) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiencysufficiency or value of, or value the perfection or priority of any Lien created or purported to be created under or in connection with, this Agreement, the Notes, or any Collateral Document or any other Loan Document, Agreement or any other instrument or document furnished pursuant hereto or thereto; and (f) shall incur no liability under or in respect of this Agreement, the Notes, or any Collateral Document or any other Loan Document Agreement by acting upon any notice, consent, certificate, certificate or other instrument or writing (which may be by telegramfacsimile, cable, telefacsimile, electronic mail or telex) believed by them it to be genuine and signed or sent by the proper Person party or Persons; and (g) may execute and deliver, and shall incur no liability under or in respect to this Agreement, the Notes, or any Collateral Document by executing and delivering, or executing or delivering any other document, instrument or agreement releasing any Collateral in connection with such execution and delivery of, a Release in respect of any Purchase Notice received by itparties.

Agent’s Reliance. Neither the Agent nor any of its directors, officers, agents or employees shall not be liable for any action taken or omitted to be taken by it under or in connection with this Agreement, the Notes, any Purchase Notice, any Release, Notes or any the Collateral Document or any other Loan DocumentDocuments, except for its or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, the Agent: (ai) may treat the payee of any Note of the Notes as the holder thereof until the Agent receives written notice of the assignment or transfer thereof, signed by such payee and accepts an assignment and acceptance entered into by in form satisfactory to the Lender which is the payee of such Note, as assignor, and an assignee as provided in Section 11.8Agent; (bii) may consult with legal counselcounsel (including counsel for the Borrower), independent public accountants, accountants and other experts selected by them it and shall not be liable for any action taken or omitted to be taken by it in good faith by Agent in accordance with the advice of such counsel, accountants, accountants or experts; (ciii) makes no warranty or representation to any Lender Bank and shall not be responsible to any Lender Bank for any statements, warranties, warranties or representations made in or in connection with this Agreement, the Notes, or any Notes and the Collateral Document or any other Loan Document Documents; (div) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants, covenants or conditions of this Agreement, the Notes, Notes or any of the Collateral Documents or any other Loan Documents on (except receipt of items expressly required to be delivered to the part of any Person party hereto or thereto Agent hereunder), or to inspect any asset property (including the books and records) of Borrower or any of its Subsidiariesthe Borrower; (ev) shall not be responsible to any Lender Bank for the due execution, legality, validity, enforceabilityenforce ability, genuineness, sufficiency, sufficiency or value of this Agreement, the Notes, Notes or any the Collateral Document or any other Loan Document, or any other instrument or document furnished pursuant hereto or thereto; (f) shall incur no liability under or in respect of this Agreement, the Notes, or any Collateral Document or any other Loan Document by acting upon any notice, consent, certificate, or other instrument or writing (which may be by telegram, cable, telefacsimile, or telex) believed by them to be genuine and signed or sent by the proper Person or PersonsDocuments; and (gvi) may execute and deliver, and shall incur no liability under or in respect to this Agreement, the NotesNotes or the Collateral Documents by acting upon any notice, consent, certificate or any Collateral Document by executing and delivering, or executing or delivering any other document, instrument or agreement releasing any Collateral in connection with such execution writing (which may be by facsimile, telegram, cable or telex) believed by it to be genuine and delivery of, signed or sent by the proper party or parties. The Agent shall not have a Release fiduciary relationship in respect of any Purchase Notice received Bank by reason of this Agreement. The Agent shall not have any implied duties to the Banks, or any obligation to the Banks to take any action under this Agreement, the Notes or the Collateral Documents except any actions specifically provided by such documents to be taken by it.

Agent’s Reliance. Neither Agent nor any of its directors, officers, agents or employees shall not be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement, the Notes, any Purchase Notice, any Release, or any Collateral Document or any other Loan DocumentFinancing Documents, except for its or their own gross negligence or willful misconduct. Without limiting limitation of the generality of the foregoing, Agentthe Agents: (a) may treat the payee of any Note as the holder thereof until the Administrative Agent receives and accepts an assignment Assignment and acceptance Assumption Agreement entered into by the Lender which is the payee of such Note, as assignor, and an assignee as provided in Section 11.8Eligible Assignee; (b) may consult with legal counselcounsel (including counsel for the Borrower), independent public accountants, accountants and other experts selected by them it and shall not be liable for any action taken or omitted to be taken in good faith by Agent it in accordance with the advice of such counsel, accountants, accountants or experts; (c) makes make no warranty or representation to any Lender the Lenders and shall not be responsible to any Lender for any statements, warranties, warranties or representations (whether written or oral) made in or in connection with this Agreement, the Notes, or any Collateral Document or any other Loan Document ; (d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants, covenants or conditions of this Agreement, the Notes, or any of the Collateral Documents or any other Loan Documents Agreement on the part of any Person party hereto or thereto the Borrower or to inspect any asset the property (including the books and records) of Borrower or any of its Subsidiariesthe Borrower; (e) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiencysufficiency or value of, or value the perfection or priority of any Lien created or purported to be created under or in connection with, this Agreement, the Notes, or any Collateral Document or any other Loan Document, Agreement or any other instrument or document furnished pursuant hereto or thereto; and (f) shall incur no liability under or in respect of this Agreement, the Notes, or any Collateral Document or any other Loan Document Agreement by acting upon any notice, consent, certificate, certificate or other instrument or writing (which may be by telegramfacsimile, cable, telefacsimile, electronic mail or telex) believed by them it to be genuine and signed or sent by the proper Person party or Persons; and (g) may execute and deliver, and shall incur no liability under or in respect to this Agreement, the Notes, or any Collateral Document by executing and delivering, or executing or delivering any other document, instrument or agreement releasing any Collateral in connection with such execution and delivery of, a Release in respect of any Purchase Notice received by itparties.

Agent’s Reliance. Etc. Neither Agent nor any of its Affiliates nor any of their respective directors, officers, agents or employees shall not be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement, Agreement or the Notes, any Purchase Notice, any Release, or any Collateral Document or any other Loan DocumentDocuments, except for damages caused by its or their own gross negligence or willful misconduct. Without limiting limitation of the generality of the foregoing, Agent: (a) may treat the payee of any Note as the holder thereof until Agent receives written notice of the assignment or transfer thereof signed by such payee and accepts an assignment and acceptance entered into by the Lender which is the payee of such Note, as assignor, and an assignee as provided in Section 11.8form satisfactory to Agent; (b) may consult with legal counsel, independent public accountants, accountants and other experts selected by them it and shall not be liable for any action taken or omitted to be taken in good faith by Agent it in accordance with the advice of such counsel, accountants, accountants or experts; (c) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties, warranties or representations made in or in connection with this Agreement, Agreement or the Notes, or any Collateral Document or any other Loan Document Documents; (d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants, covenants or conditions of this Agreement, Agreement or the Notes, or any of the Collateral Documents or any other Loan Documents on the part of any Person party hereto or thereto Borrower or to inspect any asset the Collateral (including the books and records) of Borrower or any of its SubsidiariesBorrower; (e) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of this Agreement, Agreement or the Notes, or any Collateral Document or any other Loan Document, Documents or any other instrument or document furnished pursuant hereto or thereto; and (f) shall incur no liability under or in respect of this Agreement, Agreement or the Notes, or any Collateral Document or any other Loan Document Documents by acting upon any notice, consent, certificate, certificate or other instrument or writing (which may be by telecopy, telegram, cable, telefacsimile, cable or telex) believed by them it to be genuine and signed or sent by the proper Person party or Persons; and (g) may execute and deliver, and shall incur no liability under or in respect to this Agreement, the Notes, or any Collateral Document by executing and delivering, or executing or delivering any other document, instrument or agreement releasing any Collateral in connection with such execution and delivery of, a Release in respect of any Purchase Notice received by it.parties. - 67 -

Agent’s Reliance. Neither the Agent nor any of its directors, officers, agents or employees shall not be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement, the Notes, any Purchase Notice, any Release, or any Collateral Document or any other Loan Document, except for its or their own gross negligence or willful misconduct. Without limiting limitation of the generality of the foregoing, the Agent: (a1) may treat the payee of any Note as the holder thereof until Agent receives and accepts an assignment and acceptance entered into by the Lender which is the payee of such Note, as assignor, and an assignee as provided in Section 11.8thereof; (b2) may consult with legal counselcounsel (including counsel for the Borrower), independent public accountants, accountants and other experts selected by them it and shall not be liable for any action taken or omitted to be taken in good faith by Agent it in accordance with the advice of such counsel, accountants, accountants or experts; (c3) makes no warranty or representation to any Lender Bank and shall not be responsible to any Lender Bank for any statements, warranties, warranties or representations (whether written or oral) made in or in connection with this Agreement, the Notes, or any Collateral Document Agreement or any other Loan Document Document; (d4) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants, covenants or conditions of this Agreement, the Notes, or any of the Collateral Documents Agreement or any other Loan Documents Document on the part of the Borrower or any Person party hereto or thereto other Loan Party or to inspect any asset the property (including the books and records) of the Borrower or any of its Subsidiariesother Loan Party; (e5) shall not be responsible to any Lender Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of this Agreement, the Notes, or any Collateral Document or any other Loan Document, Document or any other instrument or document furnished pursuant hereto or theretohereto; and (f6) shall incur no liability under or in respect of this Agreement, the Notes, or any Collateral Document or any other Loan Document Agreement by acting upon any notice, consent, certificate, certificate or other instrument or writing (which may be by telecopier, telegram, cable, telefacsimile, cable or telex) reasonably believed by them it to be genuine and signed or sent by the proper Person party or Persons; and (g) may execute and deliver, and shall incur no liability under or in respect to this Agreement, the Notes, or any Collateral Document by executing and delivering, or executing or delivering any other document, instrument or agreement releasing any Collateral in connection with such execution and delivery of, a Release in respect of any Purchase Notice received by itparties.

Agent’s Reliance. Neither any Agent nor any of their respective directors, officers, agents or employees shall not be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement, the Notes, any Purchase Notice, any Release, or any Collateral Document or any other Loan DocumentCredit Documents, except for its or their own gross negligence or willful misconduct. Without limiting limitation of the generality of the foregoing, each Agent: (a) may treat the payee of any Note as the holder thereof until Agent receives and accepts an assignment and acceptance entered into by the Lender which is the payee of such Note, as assignor, and an assignee as provided in Section 11.8; (b) may consult with legal counselcounsel (including counsel for any Loan Party), independent public accountants, accountants and other experts selected by them it and shall not be liable for any action taken or omitted to be taken in good faith by Agent it in accordance with the advice of such counsel, accountants, accountants or experts; , (cb) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties, warranties or representations (whether written or oral) made in or in connection with this Agreementthe Credit Documents, the Notes, or any Collateral Document or any other Loan Document ; (dc) 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, covenants or conditions of this Agreement, the Notes, or any of the Collateral Documents or any other Loan Documents Credit Document on the part of any Person party hereto Loan Party or thereto the existence at any time of any Default under the Credit Documents or to inspect any asset the property (including the books and records) of Borrower or any of its Subsidiaries; Loan Party, (ed) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiencysufficiency or value of, or value the perfection or priority of this Agreementany lien or security interest created or purported to be created under or in connection with, the Notes, or any Collateral Credit Document or any other Loan Document, or any other instrument or document furnished pursuant hereto or thereto; , (fe) shall incur no liability under or in respect of this Agreement, the Notes, or any Collateral Document or any other Loan Credit Document by acting upon any notice, consent, certificate, certificate or other instrument or writing (which may be by telegram, cable, telefacsimile, telecopy or telexelectronic communication) believed by them it to be genuine and signed or sent by the proper Person party or Persons; parties and (gf) may execute and deliver, and shall incur have no liability under obligation to independently confirm or verify whether any condition precedent in respect to this Agreement, the Notes, or any Collateral Document by executing and delivering, or executing or delivering any other document, instrument or agreement releasing any Collateral in connection with such execution and delivery of, a Release in respect of any Purchase Notice received by itArticle 5 has been satisfied.

Agent’s Reliance. Neither the Agent nor any of its directors, officers, agents or employees shall not be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement, the Notes, any Purchase Notice, any Release, or any Collateral Document or any other Loan Document, except for its or their own gross negligence or willful misconduct. Without limiting limitation of the generality of the foregoing, the Agent: (ai) may treat the payee of Lender that made any Note Advance as the holder thereof of the Debt resulting therefrom until the Agent receives and accepts an assignment Assignment and acceptance Acceptance entered into by the Lender which is the payee of such NoteLender, as assignor, and an assignee Eligible Assignee, as assignee, as provided in Section 11.89.07; (bii) may consult with legal counselcounsel (including counsel for any Loan Party), independent public accountants, accountants and other experts selected by them it and shall not be liable for any action taken or omitted to be taken in good faith by Agent it in accordance with the advice of such counsel, accountants, accountants or experts; (ciii) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties, warranties or representations (whether written or oral) made in or in connection with this Agreement, the Notes, or any Collateral Document or any other Loan Document Documents; (div) 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, covenants or conditions of this Agreement, the Notes, or any of the Collateral Documents or any other Loan Documents Document on the part of any Person party hereto Loan Party or thereto the existence at any time of any Default or to inspect any asset the property (including the books and records) of Borrower or any of its SubsidiariesLoan Party; (ev) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiencysufficiency or value of, or value the perfection or priority of any lien or security interest created or purported to be created under or in connection with, this Agreement, the Notes, or any Collateral Document or any other Loan Document, Agreement or any other instrument or document furnished pursuant hereto or theretohereto; and (fvi) shall incur no liability under or in respect of this Agreement, the Notes, or any Collateral Document or any other Loan Document Agreement by acting upon any notice, consent, certificate, certificate or other instrument or writing (which may be by telegram, cable, telefacsimile, telecopier or telexother electronic transmission) believed by them it to be genuine and signed or sent by the proper Person party or Persons; and (g) may execute and deliver, and shall incur no liability under or in respect to this Agreement, the Notes, or any Collateral Document by executing and delivering, or executing or delivering any other document, instrument or agreement releasing any Collateral in connection with such execution and delivery of, a Release in respect of any Purchase Notice received by itparties.

Agent’s Reliance. Neither the Agent nor any of its directors, officers, agents or employees shall not be liable for any action taken or omitted to be taken by it under or in connection with this Agreement, the Notes, any Purchase Notice, any Release, Notes or any the Collateral Document or any other Loan DocumentDocuments, except for its or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, the Agent: (ai) may treat the payee of any Note of the Notes as the holder thereof until the Agent receives written notice of the assignment or transfer thereof, signed by such payee and accepts an assignment and acceptance entered into by in form satisfactory to the Lender which is the payee of such Note, as assignor, and an assignee as provided in Section 11.8Agent; (bii) may consult with legal counselcounsel (including counsel for the Borrower), independent public accountants, accountants and other experts selected by them it and shall not be liable for any action taken or omitted to be taken by it in good faith by Agent in accordance with the advice of such counsel, accountants, accountants or experts; (ciii) makes no warranty or representation to any Lender Bank and shall not be responsible to any Lender Bank for any statements, warranties, warranties or representations made in or in connection with this Agreement, the Notes, or any Notes and the Collateral Document or any other Loan Document Documents; (div) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants, covenants or conditions of this Agreement, the Notes, Notes or any of the Collateral Documents or any other Loan Documents on (except receipt of items expressly required to be delivered to the part of any Person party hereto or thereto Agent hereunder), or to inspect any asset property (including the books and records) of Borrower or any of its Subsidiariesthe Borrower; (ev) shall not be responsible to any Lender Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of this Agreement, the Notes, Notes or any the Collateral Document or any other Loan Document, or any other instrument or document furnished pursuant hereto or thereto; (f) shall incur no liability under or in respect of this Agreement, the Notes, or any Collateral Document or any other Loan Document by acting upon any notice, consent, certificate, or other instrument or writing (which may be by telegram, cable, telefacsimile, or telex) believed by them to be genuine and signed or sent by the proper Person or PersonsDocuments; and (gvi) may execute and deliver, and shall incur no liability under or in respect to this Agreement, the NotesNotes or the Collateral Documents by acting upon any notice, consent, certificate or any Collateral Document by executing and delivering, or executing or delivering any other document, instrument or agreement releasing any Collateral in connection with such execution writing (which may be by facsimile, telegram, cable or telex) believed by it to be genuine and delivery of, signed or sent by the proper party or parties. The Agent shall not have a Release fiduciary relationship in respect of any Purchase Notice received Bank by reason of this Agreement. The Agent shall not have any implied duties to the Banks, or any obligation to the Banks to take any action under this Agreement, the Notes, the Collateral Documents or the Intercreditor Agreement except any actions specifically provided by such documents to be taken by it.

Agent’s Reliance. Etc None of the Agent or any of its Affiliates or any of the respective directors, officers, agents or employees of the Agent or any such Affiliate shall not be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement, Agreement or the Notes, any Purchase Notice, any Release, or any Collateral Document or any other Loan DocumentDocuments, except for its or their own gross negligence or willful misconduct. Without limiting limitation of the generality of the foregoing, Agent: the Agent (ai) may treat the payee of any Note as the holder thereof until Agent receives and accepts an assignment and acceptance entered into by such Note has been assigned in accordance with Section 10.7; (ii) may rely on the Lender which is Register to the payee of such Note, as assignor, and an assignee as provided extent set forth in Section 11.8; 10.7(c), (biii) may consult with legal counselcounsel (including, without limitation, counsel to the Borrowers), independent public accountants, accountants and other experts reasonably selected by them it and shall not be liable for any action taken or omitted to be taken in good faith by Agent it in accordance with the advice of such counsel, accountants, accountants or experts; (civ) makes no warranty or representation to any Lender Party and shall not be responsible to any Lender Party for any statementsstatement, warranties, warranty or representations representation (whether written or oral) made in or in connection with this Agreement, the Notes, Agreement or any Collateral Document or any of the other Loan Document Documents; (dv) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants, covenants or conditions of this Agreement, the Notes, Agreement or any of the Collateral Documents or any other Loan Documents on the part of any Person party hereto or thereto Borrower or to inspect any asset the property (including including, without limitation, the books and records) of Borrower or any of its SubsidiariesBorrower; unless specifically so requested by the Lenders; (evi) shall not be responsible to any Lender Party for the due execution, legality, validity, enforceability, genuineness, sufficiencysufficiency or value of, or value the perfection or priority of this Agreement, the Notes, any lien or security interest created or purported to be created under or in connection with any Collateral Document or any other Loan Document, of this Agreement or any of the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto; and (fvii) shall incur no liability under or in respect of this Agreement, the Notes, Agreement or any Collateral Document or any of the other Loan Document Documents by acting upon any notice, consent, certificate, certificate or other instrument or writing (which may be by telegram, cabletelecopy, telefacsimile, cable or telex) believed by them it to be genuine and signed or sent by the proper Person party or Persons; and (g) may execute and deliver, and shall incur no liability under or in respect to this Agreement, the Notes, or any Collateral Document by executing and delivering, or executing or delivering any other document, instrument or agreement releasing any Collateral in connection with such execution and delivery of, a Release in respect of any Purchase Notice received by itparties.

Agent’s Reliance. Agent shall not be liable for any action taken or omitted to be taken by it under or in connection with this Agreement, the Notes, any Purchase Notice, any Release, or any Collateral Document or any other Loan Document, except for its own gross negligence or willful wilful misconduct. Without limiting the generality of the foregoing, Agent: (a) may treat the payee of any Note as the holder thereof until Agent receives and accepts an assignment and acceptance entered into by the Lender which is the payee of such Note, as assignor, and an assignee as provided in Section 11.8; (b) may consult with legal counsel, independent public accountants, and other experts selected by them and shall not be liable for any action taken or omitted to be taken in good faith by Agent them in accordance with the advice of such counsel, accountants, or experts; (c) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties, or representations made in or in connection with this Agreement, the Notes, or any Collateral Document or any other Loan Document Document; (d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants, or conditions of this Agreement, the Notes, or any of the Collateral Documents or any other Loan Documents on the part of any Person party hereto or thereto or to inspect any asset (including the books and records) of Borrower or any of its Subsidiariessubsidiaries; (e) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency, or value of this Agreement, the Notes, or any Collateral Document or any other Loan Document, or any other instrument or document furnished pursuant hereto or thereto; (f) shall incur no liability under or in respect of this Agreement, the Notes, or any Collateral Document or any other Loan Document by acting upon any notice, consent, certificate, or other instrument or writing (which may be by telegram, cable, telefacsimile, or telex) believed by them to be genuine and signed or sent by the proper Person or Persons; and (g) may execute and deliver, and shall incur no liability under or in respect to this Agreement, the Notes, or any Collateral Document by executing and delivering, or executing or delivering any other document, instrument or agreement releasing any Collateral in connection with such execution and delivery of, a Release in respect of any Purchase Notice received by it.

Agent’s Reliance. Etc. Neither the Agent nor any of its directors, officers, agents or employees shall not be liable for any action taken or omitted to be taken by it them or under or in connection with this Agreement, the Notes, any Purchase Notice, any Release, or any Collateral Document or any other Loan Document, except for its or their own gross negligence or willful misconduct. Without limiting limitation of the generality of the foregoing, the Agent: (a) may treat the payee of any Note as the holder thereof until Agent receives and accepts an assignment and acceptance entered into by the Lender which is the payee of such Note, as assignor, and an assignee as provided in Section 11.8; (bi) may consult with legal counselcounsel (including counsel for any Borrower), independent public accountants, accountants and other experts selected by them it and shall not be liable for any action taken or omitted to be taken in good faith by Agent it in accordance with the advice of such counsel, accountants, accountants or experts; (cii) makes no warranty or representation to any Lender Bank or Issuing Bank and shall not be responsible to any Lender Bank or Issuing Bank for any statements, warranties, warranties or representations (whether written or oral) made in or in connection with this Agreement, the Notes, or any Collateral Document Agreement or any other Loan Document Credit Document; (diii) shall not have any duty to ascertain or to inquire as to the satisfaction, performance or observance of any of the terms, covenants, covenants or conditions of this Agreement, the Notes, or any of the Collateral Documents Agreement or any other Loan Documents Credit Document on the part of any Person party hereto or thereto Credit Party or to inspect any asset the property (including the books and records) of Borrower or any of its SubsidiariesCredit Party; (eiv) shall not be responsible to any Lender Bank or Issuing Bank for the perfection, priority, existence, sufficiency or value of any security, guaranty or insurance or for the due execution, legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of this Agreement, the Notes, or any Collateral Document or any other Loan Document, Credit Document or any other instrument or document furnished pursuant hereto or thereto; (fv) shall incur no liability under or in respect of this Agreement, the Notes, or any Collateral Document or any other Loan Credit Document by acting upon any notice, consent, certificate, certificate or other instrument or writing (which may be by telecopier, telegram, cable, telefacsimile, telex or telexotherwise) believed by them it in its reasonable judgment to be genuine and signed or sent by the proper Person party or Personsparties; (vi) may treat any Issuing Bank that issues or has issued a Letter of Credit as being the issuer of such Letter of Credit for all purposes and (gvii) may execute treat a Bank as the obligee of any Revolving Credit Advance or, if applicable, the payee of any Note as the holder thereof, until the Agent receives and deliveraccepts a Transfer Agreement executed by TWC (if required by this Agreement), the assignor Bank and the assigning Bank pursuant to Section 8.5. Without limiting the generality of the foregoing, insofar as the Agent is concerned, for purposes of determining compliance with any Credit Document (including Section 3.2 of this Agreement) with respect to any Revolving Credit Advance, each Bank shall be deemed to have consented to, approved and accepted and to be satisfied with each matter required under any Credit Document (including Section 3.2 of this Agreement), unless the officer of the Agent responsible for the transactions contemplated by the Credit Documents shall have received written notice from such Bank prior to such Revolving Credit Advance specifying its objection thereto and such Bank shall not have made available to the Agent any portion of such Revolving Credit Advance; provided that this sentence is solely for the benefit of the Agent (and not any Credit Party) and shall incur no liability under not amend, waive or in respect to this Agreementotherwise modify Section 3.2, the Notes, Section 6.1(b) or any Collateral Document by executing and deliveringother provision applicable to any Credit Party, or executing or delivering any other document, instrument or agreement releasing any Collateral in connection with such execution and delivery of, a Release whether in respect of such Revolving Credit Advance or any Purchase Notice received by itother Revolving Credit Advance or matter.

Agent’s Reliance. (a) Neither Agent nor any of their directors, officers, agents or employees shall not be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement, the Notes, any Purchase Notice, any Release, or any Collateral Document or any other Loan DocumentDocuments, except for its or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, each Agent: (a) may treat the payee of any Note as the holder thereof until until, in the case of the Administrative Agent, the Administrative Agent receives and accepts an assignment Assignment and acceptance Acceptance entered into by the Lender which that is the payee of such Note, as assignor, and an assignee Eligible Assignee, as assignee, or, in the case of any other Agent, such Agent has received notice from the Administrative Agent that it has received and accepted such Assignment and Acceptance, in each case as provided in Section 11.89.07; (b) may consult with legal counselcounsel (including counsel for any Loan Party), independent public accountants, accountants and other experts selected by them it and shall not be liable for any action taken or omitted to be taken in good faith by Agent it in accordance with the advice of such counsel, accountants, accountants or experts; (c) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties, warranties or representations (whether written or oral) made in or in connection with this Agreement, the Notes, or any Collateral Document or any other Loan Document Documents; (d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants, covenants or conditions of this Agreement, the Notes, or any of the Collateral Documents or any other Loan Documents Document on the part of any Person party hereto or thereto Loan Party or to inspect any asset the property (including the books and records) of Borrower or any of its SubsidiariesLoan Party; (e) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiencysufficiency or value of, or value the perfection or priority of this Agreementany Lien created or purported to be created under or in connection with, the Notes, or any Collateral Loan Document or any other Loan Document, or any other instrument or document furnished pursuant hereto or thereto; (f) shall not be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document; (g) shall not be responsible to any Lender for (A) determining whether or not any of the transactions contemplated hereby qualifies as a highly leveraged or similar transaction ("HLT") as defined by any bank regulatory authority from time to time, (B) notifying any Lender regarding the HLT status of any transaction contemplated hereby or of any change in that status, or (C) the correctness of any determination as to HLT status, and (h) shall incur no liability under or in respect of this Agreement, the Notes, or any Collateral Document or any other Loan Document by acting upon any notice, consent, certificate, certificate or other instrument or writing (which may be by telegram, cable, telefacsimile, telegram or telextelecopy) believed by them it to be genuine and signed or sent by the proper Person party or Persons; and (g) may execute and deliver, and shall incur no liability under or in respect to this Agreement, the Notes, or any Collateral Document by executing and delivering, or executing or delivering any other document, instrument or agreement releasing any Collateral in connection with such execution and delivery of, a Release in respect of any Purchase Notice received by itparties.

Agent’s Reliance. Agent Etc. None of the Agents and none of their respective Affiliates, directors, officers, agents, or employees shall not be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreementthe Loan Papers (i) with the consent or at the request of the Majority Banks (or all the Banks, if required) or (ii) in the Notes, any Purchase Notice, any Release, absence of its or any Collateral Document or any other Loan Document, except for its their own gross negligence or willful misconductmisconduct (it being the express intention of the parties that the Agents and their respective directors, officers, agents, and employees shall have no liability for actions and omissions under this Section 8.2 resulting from their ordinary contributory negligence). Without limiting limitation of the generality of the foregoing, Agent: each Agent (ai) may treat the payee of any each Loan or Note as the holder thereof until such Agent receives written notice of the assignment or transfer thereof signed by such payee and accepts an assignment and acceptance entered into by the Lender which is the payee of in form satisfactory to such Note, as assignor, and an assignee as provided in Section 11.8Agent; (bii) may consult with legal counselcounsel (including counsel for the Company), independent public accountants, and other experts selected by them it and shall not be liable for any action taken or omitted to be taken in good faith by Agent it in accordance with the advice of such counsel, accountants, or experts; (ciii) makes no warranty or representation to any Lender Bank and shall not be responsible to any Lender Bank for any statements, warranties, or representations made by or on behalf of the Company in or in connection with this Agreement, the Notes, or any Collateral Document or any other Loan Document Paper; (div) except as otherwise expressly provided herein, shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants, or conditions of this Agreement, the Notes, or any of the Collateral Documents or any other Loan Documents on the part of any Person party hereto or thereto Paper or to inspect any asset the property (including the books and records) of Borrower the Company or any of its Subsidiaries; (ev) shall not be responsible to any Lender Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency, or value of this Agreement, the Notes, or any Collateral Document or any other Loan Document, Paper or any other instrument or document furnished pursuant hereto or thereto; and (fvi) shall incur no liability under or in respect of this Agreement, the Notes, or any Collateral Document or any other Loan Document Paper by acting upon any notice, consent, certificate, or other instrument or writing (which may be by telegram, cable, telefacsimile, or telextelecopier) reasonably believed by them it to be genuine and signed or sent by the proper Person party or Persons; and (g) may execute and deliver, and shall incur no liability under or in respect to this Agreement, the Notes, or any Collateral Document by executing and delivering, or executing or delivering any other document, instrument or agreement releasing any Collateral in connection with such execution and delivery of, a Release in respect of any Purchase Notice received by itparties.

Agent’s Reliance. Without limiting any other provision hereof that is protective of Agent, except as otherwise specifically provided herein, Agent (and any Subagent) shall not be liable for any action taken or omitted to be taken by it under or in connection with this Security Agreement, the Notes, any Purchase Notice, any Release, or any Collateral Document or any other Loan Document, except for its own gross negligence or willful misconduct. Without limiting the generality of the foregoing, Agent: Agent (and any Subagent): (a) may treat any Person believed by it to be the payee holder of any Note interest in any Collateral as the holder thereof until Agent (or such Subagent) receives and accepts an a written notification from such Person or its representative, notifying Agent (or such Subagent) of the transfer or assignment and acceptance entered into by the Lender which is the payee of such Noteinterest to an assignee, as assignor, which notice shall identify the name and an assignee as provided in Section 11.8address of such assignee; (b) may treat any Person believed by it to be the representative of a class of interests as the continuing representative of such class of interests until Agent (or such Subagent) receives and accepts a notification from such Person that a new representative has been designated for such class of interests, which notice shall identify the name and address of such new representative; (c) may consult with legal counsel, independent public accountants, and other advisors and experts selected by them it, and shall not be liable for any action taken or omitted to be taken in good faith by Agent it in accordance with the advice of such counsel, accountants, advisors, or experts; (cd) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties, or representations made in or in connection with this Security Agreement, the Notes, or any Collateral Document or any other Loan Document ; (de) 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 Notes, or any of the Collateral Documents or any other Loan Documents Security Agreement on the part of any Person party hereto or thereto or to inspect the Collateral or any asset (including the books and records) of Borrower or any of its SubsidiariesGrantor; (ef) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency, or value of this Agreement, the Notes, or any Collateral Document or any other Loan Document, Security Agreement or any other instrument or document furnished pursuant hereto or thereto, or any Collateral or the perfection of any Lien on the Collateral; and (fg) shall incur no liability under or in respect of this Agreement, the Notes, Security Agreement or any Collateral Document or any other Loan Document by acting upon any notice, consent, certificate, or other instrument or writing (which may be sent by telegram, cable, telefacsimile, or telextelefacsimile electronic mail) believed by them it to be genuine and signed or sent by the proper Person Person. Neither Agent nor any Subagent affirmatively shall take any action to release or Persons; terminate any existing financing statement, mortgage or other registration or filing that relates to the perfection of any security interest or Lien on Collateral, other than (A) with the written consent of the Lenders or (B) in conformity with and (g) may execute and deliver, and shall incur no liability under or in respect to as permitted by the provisions of this Security Agreement, the Notesincluding, or any Collateral Document by executing and deliveringwithout limitation, or executing or delivering any other document, instrument or agreement releasing any Collateral in connection with such execution any sale, transfer or other disposition permitted by this Security Agreement. Neither Agent nor any Subagent affirmatively shall take any action to release any existing security interest or Lien on Collateral granted pursuant to this Security Agreement, other than (x) with the written consent of the Lenders or (y) in conformity with and delivery ofas permitted by the provisions of this Security Agreement, a Release including without limitation, in respect of connection with any Purchase Notice received sale, transfer or other disposition permitted by itthis Security Agreement.

Agent’s Reliance. Neither any Agent nor any of their respective directors, officers, agents or employees shall not be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement, the Notes, any Purchase Notice, any Release, or any Collateral Document or any other Loan DocumentDocuments, except for its or their own gross negligence or willful misconduct. Without limiting limitation of the generality of the foregoing, each Agent: (a) may treat the payee of any Note as the holder thereof until until, in the case of the Administrative Agent, the Administrative Agent receives and accepts an assignment Assignment and acceptance Acceptance entered into by the Lender which that is the payee of such Note, as assignor, and an assignee Eligible Assignee, as assignee, or, in the case of any other Agent, such Agent has received notice from the Administrative Agent that it has received and accepted such Assignment and Acceptance, in each case as provided in Section 11.89.07; (b) may consult with legal counselcounsel (including counsel for the Borrower), independent public accountants, accountants and other experts selected by them it and shall not be liable for any action taken or omitted to be taken in good faith by Agent it in accordance with the advice of such counsel, accountants, accountants or experts; (c) makes no warranty or representation to any Lender Party and shall not be responsible to any Lender Party for any statements, warranties, warranties or representations (whether written or oral) made in or in connection with this Agreement, the Notes, or any Collateral Document or any other Loan Document Documents; (d) shall not have any duty to ascertain or to inquire as to the performance TODCO - Omnibus Credit Agreement 75 or observance of any of the terms, covenants, covenants or conditions of this Agreement, the Notes, or any of the Collateral Documents or any other Loan Documents Document on the part of any Person party hereto or thereto the Borrower or to inspect any asset the property (including the books and records) of Borrower or any of its Subsidiariesthe Borrower; (e) shall not be responsible to any Lender Party for the due execution, legality, validity, enforceability, genuineness, sufficiencysufficiency or value of, or value the perfection or priority of this Agreementany lien or security interest created or purported to be created under or in connection with, the Notes, or any Collateral Loan Document or any other Loan Document, or any other instrument or document furnished pursuant hereto or thereto; and (f) shall incur no liability under or in respect of this Agreement, the Notes, or any Collateral Document or any other Loan Document by acting upon any notice, consent, certificate, certificate or other instrument or writing (which may be by telegram, cable, telefacsimile, telecopy or telex) believed by them it to be genuine and signed or sent by the proper Person party or Persons; and (g) may execute and deliver, and shall incur no liability under or in respect to this Agreement, the Notes, or any Collateral Document by executing and delivering, or executing or delivering any other document, instrument or agreement releasing any Collateral in connection with such execution and delivery of, a Release in respect of any Purchase Notice received by itparties.

Agent’s Reliance. Neither the Agents nor any of their directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement and the Notes, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Agents: (i) may treat the payee of any of the Notes as the holder thereof until the Administrative Agent receives written notice of the assignment or transfer thereof, signed by such payee and in form satisfactory to the Administrative Agent; (ii) may consult with legal counsel (including counsel for the Company), 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 under or in connection with this Agreement, the Notes, any Purchase Notice, any Release, or any Collateral Document or any other Loan Document, except for its own gross negligence or willful misconduct. Without limiting the generality of the foregoing, Agent: (a) may treat the payee of any Note as the holder thereof until Agent receives and accepts an assignment and acceptance entered into by the Lender which is the payee of such Note, as assignor, and an assignee as provided in Section 11.8; (b) may consult with legal counsel, independent public accountants, and other experts selected by them and shall not be liable for any action taken or omitted to be taken in good faith by Agent in accordance with the advice of such counsel, accountants, accountants or experts; (ciii) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties, warranties or representations made in or in connection with this Agreement, Agreement and the Notes, or any Collateral Document or any other Loan Document ; (div) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants, covenants or conditions of this Agreement, Agreement and the Notes, or any of the Collateral Documents or any other Loan Documents on the part of any Person party hereto or thereto Notes or to inspect any asset property (including the books and records) of Borrower or any of its Subsidiariesthe Companies; (ev) shall not be responsible to any Lender for the due execution, - 33 - legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of this Agreement, Agreement and the Notes, or any Collateral Document or any other Loan Document, Notes or any other instrument or document furnished pursuant hereto or thereto; and (fvi) shall incur no liability under or in respect of to this Agreement, Agreement and the Notes, or any Collateral Document or any other Loan Document Notes by acting upon any notice, consent, certificate, certificate or other instrument or writing (which may be by facsimile, telegram, cable, telefacsimile, cable or telex) believed by them it to be genuine and signed or sent by the proper Person party or Persons; and (g) may execute and deliver, and shall incur no liability under or in respect to this Agreement, the Notes, or any Collateral Document by executing and delivering, or executing or delivering any other document, instrument or agreement releasing any Collateral in connection with such execution and delivery of, a Release in respect of any Purchase Notice received by itparties.