Common use of Agent’s Reliance Clause in Contracts

Agent’s Reliance. (a) Neither the Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement, the Notes or any of the other Loan Documents (i) with the consent or at the request of the Required Lenders or (ii) in the absence of its or their own gross negligence or willful misconduct (it being the express intention of the parties hereto that the Agent and its directors, officers, agents and employees shall have no liability for actions and omissions under this Section 12.2 resulting from their sole ordinary or contributory negligence). (b) Without limitation of the generality of the foregoing, the Agent: (i) may treat the payee of each Note, respectively, as the holder of such Note until the Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Agent; (ii) may consult with legal counsel (including counsel for any 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, the Swing Line Bank, or the Floor Plan Agent and shall not be responsible to any Lender, the Swing Line Bank, or the Floor Plan Agent for any statements, warranties or representations made in or in connection with this Agreement, any Note or any other Loan Document; (iv) 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, any Note or any other Loan Document or to inspect the property (including the books and records) of any Borrower; (v) shall not be responsible to any Lender, the Swing Line Bank or the Floor Plan Agent for the due execution, legality, validity, enforceability, collectability, genuineness, sufficiency or value of this Agreement, any Note, any other Loan Document or any other instrument or document furnished pursuant hereto or thereto; (vi) shall not be responsible to any Lender, the Swing Line Bank or the Floor Plan Agent for the perfection or priority of any Lien securing the Loans; and (vii) shall incur no liability under or in respect of this Agreement, any Note or any other Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by facsimile) reasonably believed by it to be genuine and signed or sent by the proper party or parties.

Agent’s Reliance. (a) Neither the Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement, the Notes or any of the other Loan Documents (i) with the consent or at the request of the Required Lenders or (ii) in the absence of Collateral Documents, except for its or their own gross negligence or willful misconduct (it being the express intention of the parties hereto that the Agent and its directors, officers, agents and employees shall have no liability for actions and omissions under this Section 12.2 resulting from their sole ordinary or contributory negligence). (b) misconduct. Without limitation of limiting the generality of the foregoing, the Agent: (i) may treat the payee of each Note, respectively, any of the Notes as the holder of such Note thereof until the Agent receives written notice of the assignment or transfer thereof thereof, signed by such payee and in form satisfactory to the Agent; (ii) may consult with legal counsel (including counsel for any 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 by it 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, the Swing Line Bank, or the Floor Plan Agent Bank and shall not be responsible to any Lender, the Swing Line Bank, or the Floor Plan Agent Bank for any statements, warranties or representations made in or in connection with this Agreement, any Note or any other Loan Documentthe Notes and the Collateral Documents; (iv) 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, any Note the Notes or any other Loan Document the Collateral Documents (except receipt of items expressly required to be delivered to the Agent hereunder), or to inspect the any property (including the books and records) of any the Borrower; (v) shall not be responsible to any Lender, the Swing Line Bank or the Floor Plan Agent for the due execution, legality, validity, enforceability, collectabilityenforce ability, genuineness, sufficiency or value of this Agreement, any Note, any other Loan Document or any other instrument or document furnished pursuant hereto or thereto; (vi) shall not be responsible to any Lender, the Swing Line Bank Notes or the Floor Plan Agent for the perfection or priority of any Lien securing the LoansCollateral Documents; and (viivi) shall incur no liability under or in respect of to this Agreement, any Note the Notes or any other Loan Document the Collateral Documents by acting upon any notice, consent, certificate or other instrument or writing (which may be by facsimile, telegram, cable or telex) reasonably believed by it to be genuine and signed or sent by the proper party or parties. The Agent shall not have a fiduciary relationship in respect of any 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. (a) Neither the Agent nor any of its directors, officers, agents or employees shall be liable to the Banks for any action taken or omitted to be taken by it or them under or in connection with this Agreement, the Notes or any of the other Loan Documents (i) with the consent or at the request of the Required Lenders Majority Banks or (ii) in the absence of its or their own gross negligence or willful misconduct (it being the express intention of the parties hereto that the Agent and its directorsmisconduct, officersIT BEING THE EXPRESS INTENTION OF THE PARTIES HERETO THAT THE AGENT AND ITS DIRECTORS, agents and employees shall have no liability for actions and omissions under this Section 12.2 resulting from their sole ordinary or contributory negligence)OFFICERS, AGENTS AND EMPLOYEES SHALL HAVE NO LIABILITY TO THE BANKS FOR ACTIONS AND OMISSIONS UNDER THIS SECTION RESULTING FROM THEIR SOLE ORDINARY OR CONTRIBUTORY NEGLIGENCE. (b) Without limitation of the generality of the foregoing, the Agent: (i) may treat the payee of each Note, respectively, Note and the Obligations as the holder of such Note thereof until the Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Agent; (ii) may consult with legal counsel (including counsel for any Borrowerthe Company), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (iii) makes no warranty or representation to any Lender, the Swing Line Bank, or the Floor Plan Agent Bank and shall not be responsible to any Lender, the Swing Line Bank, or the Floor Plan Agent Bank for any statements, warranties or representations made in or in connection with this Agreement, any Note or any other Loan Document; (iv) 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, any Note or any other Loan Document or to inspect the property (including the books and records) of any Borrowerthe Company; (v) shall not be responsible to any Lender, the Swing Line Bank or the Floor Plan Agent for the due execution, legality, validity, enforceability, collectabilitycollectibility, genuineness, sufficiency or value of this Agreement, any Note, any other Loan Document or any other instrument or document furnished pursuant hereto or thereto; (vi) shall not be responsible to any Lender, the Swing Line Bank or the Floor Plan Agent for the perfection or priority of any Lien securing the LoansObligations; and (vii) shall incur no liability under or in respect of this Agreement, any Note or any other Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by facsimiletelegram, telecopier or cable) reasonably believed by it to be genuine and signed or sent by the proper party or parties.

Agent’s Reliance. (a) Neither the Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement, the Notes or any of the other Loan Documents (i) with the consent or at the request of the Required Lenders or (ii) in the absence of its or their own gross negligence or willful misconduct as determined in a final, nonappealable judgment by a court of competent jurisdiction (it being the express intention of the parties hereto that the Agent and its directors, officers, agents and employees shall have no liability for actions and omissions under this Section 12.2 12.3 resulting from their sole ordinary or contributory negligence). (b) Without limitation of the generality of the foregoing, the Agent: (i) may treat the payee of each Note, respectively, as the holder of such Note until the Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Agent; (ii) may consult with legal counsel (including counsel for any 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, the Swing Line Bank, or the Floor Plan Agent and shall not be responsible to any Lender, the Swing Line Bank, or the Floor Plan Agent for any statements, warranties or representations made in or in connection with this Agreement, any Note or any other Loan Document; (iv) 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, any Note or any other Loan Document or to inspect the property (including the books and records) of any Borrower; (v) shall not be responsible to any Lender, the Swing Line Bank or the Floor Plan Agent for the due execution, legality, validity, enforceability, collectability, genuineness, sufficiency or value of this Agreement, any Note, any other Loan Document or any other instrument or document furnished pursuant hereto or thereto; (vi) shall not be responsible to any Lender, the Swing Line Bank or the Floor Plan Agent for the perfection or priority of any Lien securing the Loans; and (vii) shall incur no liability under or in respect of this Agreement, any Note or any other Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by facsimile) reasonably believed by it to be genuine and signed or sent by the proper party or parties.

Agent’s Reliance. (a) Neither the Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreementthe Loan Documents, the Notes or any of the other Loan Documents (i) with the consent or at the request of the Required Lenders or (ii) in the absence of except for its or their own gross negligence or willful misconduct (it being the express intention of the parties hereto that the Agent and its directors, officers, agents and employees shall have no liability for actions and omissions under this Section 12.2 resulting from their sole ordinary or contributory negligence). (b) misconduct. Without limitation of limiting the generality of the foregoing, the Agent: (i) may treat the payee of each Note, respectively, any of the Notes as the holder of such Note thereof until the Agent receives written notice of the assignment or transfer thereof thereof, signed by such payee and in form satisfactory to the Agent; (ii) may consult with legal counsel (including counsel for any 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 by it 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, the Swing Line Bank, or the Floor Plan Agent Lender and shall not be responsible to any Lender, the Swing Line Bank, or the Floor Plan Agent Lender for any statements, warranties or representations made in or in connection with this Agreement, any Note or any other the Loan DocumentDocuments; (iv) 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, any Note the Notes or any other Loan Document the Collateral Documents (except receipt of items expressly required to be delivered to the Agent hereunder), or to inspect the any property (including the books and records) of any the Borrower; (v) shall not be responsible to any Lender, the Swing Line Bank or the Floor Plan Agent Lender for the due execution, legality, validity, enforceability, collectabilityenforce ability, genuineness, sufficiency or value of this Agreement, any Note, any other of the Loan Document or any other instrument or document furnished pursuant hereto or thereto; (vi) shall not be responsible to any Lender, the Swing Line Bank or the Floor Plan Agent for the perfection or priority of any Lien securing the LoansDocuments; and (viivi) shall incur no liability under or in respect of this Agreement, any Note or any other to the Loan Document Documents by acting upon any notice, consent, certificate or other instrument or writing (which may be by facsimile, telegram, cable or telex) reasonably believed by it to be genuine and signed or sent by the proper party or parties. The Agent shall not have a fiduciary relationship in respect of any 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. (a) Neither the Agent nor any of its directors, officers, agents or employees shall be liable to the Banks for any action taken or omitted to be taken by it or them under or in connection with this Agreement, the Notes or any of the other Loan Documents (i) with the consent or at the request of the Required Lenders Majority Banks or (ii) in the absence of its or their own gross negligence or willful misconduct (it being the express intention of the parties hereto that the Agent and its directorsmisconduct, officersIT BEING THE EXPRESS INTENTION OF THE PARTIES HERETO THAT THE AGENT AND ITS DIRECTORS, agents and employees shall have no liability for actions and omissions under this Section 12.2 resulting from their sole ordinary or contributory negligence)OFFICERS, AGENTS AND EMPLOYEES SHALL HAVE NO LIABILITY TO THE BANKS FOR ACTIONS AND OMISSIONS UNDER THIS SECTION RESULTING FROM THEIR SOLE ORDINARY OR CONTRIBUTORY NEGLIGENCE. (b) Without limitation of the generality of the foregoing, the Agent: (i) may treat the payee of each Note, respectively, Note and the Obligations as the holder of such Note thereof until the Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Agent; (ii) may consult with legal counsel (including counsel for any Borrowerthe Company), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (iii) makes no warranty or representation to any Lender, the Swing Line Bank, or the Floor Plan Agent Bank and shall not be responsible to any Lender, the Swing Line Bank, or the Floor Plan Agent Bank for any statements, warranties or representations made in or in connection with this Agreement, any Note or any other Loan Document; (iv) 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, any Note or any other Loan Document or to inspect the property (including the books and records) of any Borrowerthe Company; (v) shall not be responsible to any Lender, the Swing Line Bank or the Floor Plan Agent for the due execution, legality, validity, enforceability, collectabilitycollectibility, genuineness, sufficiency or value of this Agreement, any Note, any other Loan Document or any other instrument or document furnished pursuant hereto or thereto; (vi) shall not be responsible to any Lender, the Swing Line Bank or the Floor Plan Agent for the perfection or priority of any Lien securing the LoansObligations; and (vii) shall incur no liability to the Banks under or in respect of this Agreement, any Note or any other Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by facsimiletelegram, telecopier or cable) reasonably believed by it to be genuine and signed or sent by the proper party or parties.

Agent’s Reliance. (a) Neither the Agent nor any of its directors, officers, agents or employees shall be liable to the Banks for any action taken or omitted to be taken by it or them under or in connection with this Agreement, the Notes or any of the other Loan Documents (i) with the consent or at the request of the Required Lenders Majority Banks or (ii) in the absence of its or their own gross negligence or willful misconduct (misconduct, it being the express intention of the parties hereto that the Agent and its directors, officers, agents and employees shall have no liability to the Banks for actions and omissions under this Section 12.2 resulting from their sole ordinary or contributory negligence). (b) Without limitation of the generality of the foregoing, the Agent: (i) may treat the payee of each Note, respectively, Note and the Obligations as the holder of such Note thereof until the Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Agent; (ii) may consult with legal counsel (including counsel for any Borrowerthe Company), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (iii) makes no warranty or representation to any Lender, the Swing Line Bank, or the Floor Plan Agent Bank and shall not be responsible to any Lender, the Swing Line Bank, or the Floor Plan Agent Bank for any statements, warranties or representations made in or in connection with this Agreement, any Note or any other Loan Document; (iv) 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, any Note or any other Loan Document or to inspect the property (including the books and records) of any Borrowerthe Company; (v) shall not be responsible to any Lender, the Swing Line Bank or the Floor Plan Agent for the due execution, legality, validity, enforceability, collectabilitycollectibility, genuineness, sufficiency or value of this Agreement, any Note, any other Loan Document or any other instrument or document furnished pursuant hereto or thereto; (vi) shall not be responsible to any Lender, the Swing Line Bank or the Floor Plan Agent for the perfection or priority of any Lien securing the LoansObligations; and (vii) shall incur no liability to the Banks under or in respect of this Agreement, any Note or any other Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by facsimiletelegram, telecopier or cable) reasonably believed by it to be genuine and signed or sent by the proper party or parties.

Agent’s Reliance. (a) Neither the Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement, the Notes or any of the other Loan Documents (i) with the consent or at the request of the Required Lenders or (ii) in the absence of Collateral Documents, except for its or their own gross negligence or willful misconduct (it being the express intention of the parties hereto that the Agent and its directors, officers, agents and employees shall have no liability for actions and omissions under this Section 12.2 resulting from their sole ordinary or contributory negligence). (b) misconduct. Without limitation of limiting the generality of the foregoing, the Agent: (i) may treat the payee of each Note, respectively, any of the Notes as the holder of such Note thereof until the Agent receives written notice of the assignment or transfer thereof thereof, signed by such payee and in form satisfactory to the Agent; (ii) may consult with legal counsel (including counsel for any 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 by it 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, the Swing Line Bank, or the Floor Plan Agent Bank and shall not be responsible to any Lender, the Swing Line Bank, or the Floor Plan Agent Bank for any statements, warranties or representations made in or in connection with this Agreement, any Note or any other Loan Documentthe Notes and the Collateral Documents; (iv) 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, any Note the Notes or any other Loan Document the Collateral Documents (except receipt of items expressly required to be delivered to the Agent hereunder), or to inspect the any property (including the books and records) of any the Borrower; (v) shall not be responsible to any Lender, the Swing Line Bank or the Floor Plan Agent for the due execution, legality, validity, enforceability, collectabilityenforce ability, genuineness, sufficiency or value of this Agreement, any Note, any other Loan Document or any other instrument or document furnished pursuant hereto or thereto; (vi) shall not be responsible to any Lender, the Swing Line Bank Notes or the Floor Plan Agent for the perfection or priority of any Lien securing the LoansCollateral Documents; and (viivi) shall incur no liability under or in respect of to this Agreement, any Note the Notes or any other Loan Document the Collateral Documents by acting upon any notice, consent, certificate or other instrument or writing (which may be by facsimile, telegram, cable or telex) reasonably believed by it to be genuine and signed or sent by the proper party or parties. The Agent shall not have a fiduciary relationship in respect of any 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. (a) Neither None of the Agent Agents nor any of its directors, officers, agents or employees shall be liable to the Banks for any action taken or omitted to be taken by it or them under or in connection with this Agreement, the Notes or any of the other Loan Documents (i) with the consent or at the request of the Required Lenders Majority Banks or (ii) in the absence of its or their own gross negligence or willful misconduct (it being the express intention of the parties hereto that the Agent and its directorsmisconduct, officersIT BEING THE EXPRESS INTENTION OF THE PARTIES HERETO THAT EACH AGENT AND ITS DIRECTORS, agents and employees shall have no liability for actions and omissions under this Section 12.2 resulting from their sole ordinary or contributory negligence)OFFICERS, AGENTS AND EMPLOYEES SHALL HAVE NO LIABILITY TO THE BANKS FOR ACTIONS AND OMISSIONS UNDER THIS SECTION RESULTING FROM THEIR SOLE ORDINARY OR CONTRIBUTORY NEGLIGENCE. (b) Without limitation of the generality of the foregoing, the each Agent: (i) may treat the payee of each Note, respectively, Note and the Obligations as the holder of such Note thereof until the Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the AgentAgents; (ii) may consult with legal counsel (including counsel for any Borrowerthe Company), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (iii) makes no warranty or representation to any Lender, the Swing Line Bank, or the Floor Plan Agent Bank and shall not be responsible to any Lender, the Swing Line Bank, or the Floor Plan Agent Bank for any statements, warranties or representations made in or in connection with this Agreement, any Note or any other Loan Document; (iv) 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, any Note or any other Loan Document or to inspect the property (including the books and records) of any Borrowerthe Company; (v) shall not be responsible to any Lender, the Swing Line Bank or the Floor Plan Agent for the due execution, legality, validity, enforceability, collectabilitycollectibility, genuineness, sufficiency or value of this Agreement, any Note, any other Loan Document or any other instrument or document furnished pursuant hereto or thereto; (vi) shall not be responsible to any Lender, the Swing Line Bank or the Floor Plan Agent for the perfection or priority of any Lien securing the LoansObligations; and (vii) shall incur no liability under or in respect of this Agreement, any Note or any other Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by facsimiletelegram, telecopier or cable) reasonably believed by it to be genuine and signed or sent by the proper party or parties.

Agent’s Reliance. (a) Etc. Neither the Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it them or them under or in connection with this Agreement, the Notes or any of the other Loan Documents (i) with the consent or at the request of the Required Lenders or (ii) in the absence of except for its or their own gross negligence or willful misconduct (it being the express intention of the parties hereto that the Agent and its directors, officers, agents and employees shall have no liability for actions and omissions under this Section 12.2 resulting from their sole ordinary or contributory negligence). (b) misconduct. Without limitation of the generality of the foregoing, the Agent: (i) may treat the payee of each Note, respectively, as the holder of such Note until the Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Agent; (ii) may consult with legal counsel (including counsel for any 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; (iiiii) makes no warranty or representation to any Lender, the Swing Line Bank, Bank or the Floor Plan Agent Issuing Bank and shall not be responsible to any Lender, the Swing Line Bank, Bank or the Floor Plan Agent Issuing Bank for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement, any Note Agreement or any other Loan Credit Document; (iviii) except as otherwise expressly provided herein, shall not have any duty to ascertain or to inquire as to the satisfaction, performance or observance of any of the terms, covenants or conditions of this Agreement, any Note Agreement or any other Loan Credit Document on the part of any Credit Party or to inspect the property (including the books and records) of any BorrowerCredit Party; (viv) shall not be responsible to any Lender, the Swing Line Bank or Issuing Bank for the Floor Plan Agent perfection, priority, existence, sufficiency or value of any security, guaranty or insurance or for the due execution, legality, validity, enforceability, collectability, genuineness, sufficiency or value of this Agreement, any Note, any other Loan Credit Document or any other instrument or document furnished pursuant hereto or thereto; (vi) shall not be responsible to any Lender, the Swing Line Bank or the Floor Plan Agent for the perfection or priority of any Lien securing the Loans; and (viiv) shall incur no liability under or in respect of this Agreement, any Note or any other Loan Credit Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by facsimiletelecopier, telegram, cable, telex or otherwise) reasonably believed by it in its reasonable judgment to be genuine and signed or sent by the proper party or parties; (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 (vii) may 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 accepts 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 not amend, waive or otherwise modify Section 3.2, Section 6.1(b) or any other provision applicable to any Credit Party, whether in respect of such Revolving Credit Advance or any other Revolving Credit Advance or matter.

Agent’s Reliance. (a) Neither the Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement, the Notes or any of the other Loan Documents (i) with the consent or at the request of the Required Lenders or (ii) in the absence of its or their own gross negligence or willful misconduct (it being the express intention of the parties hereto that the Agent and its directors, officers, agents and employees shall have no liability for actions and omissions under this Section 12.2 resulting from their sole ordinary or contributory negligence). (b) Without limitation of the generality of the foregoing, the Agent: (i) may treat the payee of each NoteNote and the Swing Line Bank, respectively, as the holder of such Note until the Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Agent; (ii) may consult with legal counsel (including counsel for any 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, the Swing Line Bank, or the Floor Plan Agent and shall not be responsible to any Lender, the Swing Line Bank, or the Floor Plan Agent for any statements, warranties or representations made in or in connection with this Agreement, any Note or any other Loan Document; (iv) 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, any Note or any other Loan Document or to inspect the property (including the books and records) of any Borrower; (v) shall not be responsible to any Lender, the Swing Line Bank or the Floor Plan Agent for the due execution, legality, validity, enforceability, collectability, genuineness, sufficiency or value of this Agreement, any Note, any other Loan Document or any other instrument or document furnished pursuant hereto or thereto; (vi) shall not be responsible to any Lender, the Swing Line Bank or the Floor Plan Agent for the perfection or priority of any Lien securing the Loans; and (vii) shall incur no liability under or in respect of this Agreement, any Note or any other Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by facsimile) reasonably believed by it to be genuine and signed or sent by the proper party or parties.

Agent’s Reliance. (a) Neither the Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement, the Notes or any of the other Loan Documents (i) with the consent or at the request of the Required Lenders Majority Banks or (ii) in the absence of its or their own gross negligence or willful misconduct (it being the express intention of the parties hereto that the Agent and its directorsIT BEING THE EXPRESS INTENTION OF THE PARTIES HERETO THAT THE AGENT AND ITS DIRECTORS, officersOFFICERS, agents and employees shall have no liability for actions and omissions under this Section 12.2 resulting from their sole ordinary or contributory negligenceAGENTS AND EMPLOYEES SHALL HAVE NO LIABILITY FOR ACTIONS AND OMISSIONS UNDER THIS SECTION RESULTING FROM THEIR SOLE ORDINARY OR CONTRIBUTORY NEGLIGENCE). (b) Without limitation of the generality of the foregoing, the Agent: (i) may treat the payee of each Note, respectively, Note and the Obligations as the holder of such Note thereof until the Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Agent; (ii) may consult with legal counsel (including counsel for any Borrowerthe Company), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (iii) makes no warranty or representation to any Lender, the Swing Line Bank, or the Floor Plan Agent Bank and shall not be responsible to any Lender, the Swing Line Bank, or the Floor Plan Agent Bank for any statements, warranties or representations made in or in connection with this Agreement, any Note or any other Loan Document; (iv) 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, any Note or any other Loan Document or to inspect the property (including the books and records) of any Borrowerthe Company; (v) shall not be responsible to any Lender, the Swing Line Bank or the Floor Plan Agent for the due execution, legality, validity, enforceability, collectabilitycollectibility, genuineness, sufficiency or value of this Agreement, any Note, any other Loan Document or any other instrument or document furnished pursuant hereto or thereto; (vi) shall not be responsible to any Lender, the Swing Line Bank or the Floor Plan Agent for the perfection or priority of any Lien securing the LoansObligations; and (vii) shall incur no liability under or in respect of this Agreement, any Note or any other Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by facsimiletelegram, telecopier or cable) reasonably believed by it to be genuine and signed or sent by the proper party or parties.

Agent’s Reliance. (a) Neither the Agent nor any of its directors, officers, agents or employees shall be liable to the Lenders for any action taken or omitted to be taken by it or them under or in connection with this Agreement, the Notes or any of the other Loan Documents (i) with the consent or at the request of the Required Majority Lenders or (ii) in the absence of its or their own gross negligence or willful misconduct (it being the express intention of the parties hereto that the Agent and its directorsIT BEING THE EXPRESS INTENTION OF THE PARTIES HERETO THAT THE AGENT AND ITS DIRECTORS, officersOFFICERS, agents and employees shall have no liability for actions and omissions under this Section 12.2 resulting from their sole ordinary or contributory negligenceAGENTS AND EMPLOYEES SHALL HAVE NO LIABILITY FOR ACTIONS AND OMISSIONS UNDER THIS SECTION 10.02 RESULTING FROM THEIR SOLE ORDINARY OR CONTRIBUTORY NEGLIGENCE). (b) Without limitation of the generality of the foregoing, the Agent: (i) may treat the payee of each Note, respectively, Note and the Obligations as the holder of such Note thereof until the Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Agent; (ii) may consult with legal counsel (including counsel for any Borrowerthe Company), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (iii) makes no warranty or representation to any Lender, the Swing Line Bank, or the Floor Plan Agent Lender and shall not be responsible to any Lender, the Swing Line Bank, or the Floor Plan Agent Lender for any statements, warranties or representations made in or in connection with this Agreement, any Note or any other Loan Document; (iv) 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, any Note or any other Loan Document or to inspect the property (including the books and records) of any Borrowerthe Company; (v) shall not be responsible to any Lender, the Swing Line Bank or the Floor Plan Agent Lender for the due execution, legality, validity, enforceability, collectabilitycollectibility, genuineness, sufficiency or value of this Agreement, any Note, any other Loan Document or any other instrument or document furnished pursuant hereto or thereto; (vi) shall not be responsible to any Lender, the Swing Line Bank or the Floor Plan Agent Lender for the perfection or priority of any Lien securing the LoansObligations; and (vii) shall incur no liability under or in respect of this Agreement, any Note or any other Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by facsimiletelegram, telecopier or cable) reasonably believed by it to be genuine and signed or sent by the proper party or parties.

Agent’s Reliance. (a) Neither the Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement, the Notes or any of the other Loan Documents (i) with the consent or at the request of the Required Lenders or (ii) in the absence of except for its or their own gross negligence or willful misconduct (it being the express intention of the parties hereto that the Agent and its directors, officers, agents and employees shall have no liability for actions and omissions under this Section 12.2 resulting from their sole ordinary or contributory negligence). (b) misconduct. Without limitation of the generality of the foregoing, the Agent: (i) may treat the payee of each Note, respectively, Lender that made any Advance as the holder of such Note the Debt resulting therefrom until the Agent receives written notice of the assignment or transfer thereof signed and accepts an Assignment and Acceptance entered into by such payee Lender, as assignor, and an Eligible Assignee, as assignee, as provided in form satisfactory to the AgentSection 9.07; (ii) may consult with legal counsel (including counsel for any BorrowerLoan Party), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (iii) makes no warranty or representation to any Lender, the Swing Line Bank, or the Floor Plan Agent Lender and shall not be responsible to any Lender, the Swing Line Bank, or the Floor Plan Agent Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement, any Note or any other the Loan DocumentDocuments; (iv) except as otherwise expressly provided herein, 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, any Note or any other Loan Document on the part of any Loan Party or the existence at any time of any Default or to inspect the property (including the books and records) of any BorrowerLoan Party; (v) shall not be responsible to any Lender, the Swing Line Bank or the Floor Plan Agent Lender for the due execution, legality, validity, enforceability, collectability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, this Agreement, any Note, any other Loan Document Agreement or any other instrument or document furnished pursuant hereto or thereto; (vi) shall not be responsible to any Lender, the Swing Line Bank or the Floor Plan Agent for the perfection or priority of any Lien securing the Loanshereto; and (viivi) shall incur no liability under or in respect of this Agreement, any Note or any other Loan Document Agreement by acting upon any notice, consent, certificate or other instrument or writing (which may be by facsimiletelecopier or other electronic transmission) reasonably believed by it to be genuine and signed or sent by the proper party or parties.

Agent’s Reliance. (a) Neither the Agent nor any of its their directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreementthe Loan Documents, the Notes or any of the other Loan Documents (i) with the consent or at the request of the Required Lenders or (ii) in the absence of except for its or their own gross negligence or willful misconduct (it being the express intention of the parties hereto that the Agent and its directors, officers, agents and employees shall have no liability for actions and omissions under this Section 12.2 resulting from their sole ordinary or contributory negligence). (b) misconduct. Without limitation of limiting the generality of the foregoing, the each Agent: (ia) may treat the payee of each Note, respectively, any Note as the holder thereof until, in the case of the Administrative Agent, the Administrative Agent receives and accepts an Assignment and Acceptance entered into by the Lender that is the payee of such Note until Note, as assignor, and an Eligible Assignee, as assignee, or, in the case of any other Agent, such Agent receives written has received notice of from the assignment or transfer thereof signed by Administrative Agent that it has received and accepted such payee Assignment and Acceptance, in form satisfactory to the Agenteach case as provided in Section 9.07; (iib) may consult with legal counsel (including counsel for any BorrowerLoan Party), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (iiic) makes no warranty or representation to any Lender, the Swing Line Bank, or the Floor Plan Agent Lender and shall not be responsible to any Lender, the Swing Line Bank, or the Floor Plan Agent Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement, any Note or any other the Loan DocumentDocuments; (ivd) 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, any Note or any other Loan Document on the part of any Loan Party or to inspect the property (including the books and records) of any BorrowerLoan Party; (ve) shall not be responsible to any Lender, the Swing Line Bank or the Floor Plan Agent Lender for the due execution, legality, validity, enforceability, collectability, genuineness, sufficiency or value of, or the perfection or priority of this Agreementany Lien created or purported to be created under or in connection with, any Note, any other Loan Document or any other instrument or document furnished pursuant hereto or thereto; (vif) 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 LenderLender 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 Swing Line Bank or the Floor Plan Agent for the perfection or priority HLT status of any Lien securing transaction contemplated hereby or of any change in that status, or (C) the Loans; correctness of any determination as to HLT status, and (viih) shall incur no liability under or in respect of this Agreement, any Note or any other Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by facsimiletelegram or telecopy) reasonably believed by it to be genuine and signed or sent by the proper party or parties. (b) In addition, the Agents may consult with legal counsel (including counsel for any Borrower), 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 it in accordance with the advice of such counsel, independent public accountants or experts. The Agents may deem and treat the payee of any Note as the holder thereof for all purposes hereof unless and until a notice of the assignment or transfer thereof shall have been filed with the Administrative Agent.

Agent’s Reliance. (a) Neither Etc. None of the Agent nor any Agents and none of its their respective Affiliates, directors, officers, agents agents, or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement, the Notes or any of the other Loan Documents Papers (i) with the consent or at the request of the Required Lenders Majority Banks (or all the Banks, if required) or (ii) in the absence of its or their own gross negligence or willful misconduct (it being the express intention of the parties hereto that the Agent Agents and its their respective directors, officers, agents agents, and employees shall have no liability for actions and omissions under this Section 12.2 8.2 resulting from their sole ordinary or contributory negligence). (b) . Without limitation of the generality of the foregoing, the Agent: each Agent (i) may treat the payee of each Note, respectively, Loan or Note as the holder of thereof until such Note until the Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the such Agent; (ii) may consult with legal counsel (including counsel for any Borrowerthe Company), independent public accountants accountants, and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants accountants, or experts; (iii) makes no warranty or representation to any Lender, the Swing Line Bank, or the Floor Plan Agent Bank and shall not be responsible to any Lender, the Swing Line Bank, or the Floor Plan Agent Bank for any statements, warranties warranties, or representations made by or on behalf of the Company in or in connection with this Agreement, any Note or any other Loan DocumentPaper; (iv) 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 covenants, or conditions of this Agreement, any Note or any other Loan Document Paper or to inspect the property (including the books and records) of the Company or any Borrowerof its Subsidiaries; (v) shall not be responsible to any Lender, the Swing Line Bank or the Floor Plan Agent for the due execution, legality, validity, enforceability, collectability, genuineness, sufficiency sufficiency, or value of this Agreement, any Note, any other Loan Document Paper or any other instrument or document furnished pursuant hereto or thereto; and (vi) shall not be responsible to any Lender, the Swing Line Bank or the Floor Plan Agent for the perfection or priority of any Lien securing the Loans; and (vii) shall incur no liability under or in respect of this Agreement, any Note or any other Loan Document Paper by acting upon any notice, consent, certificate certificate, or other instrument or writing (which may be by facsimiletelecopier) reasonably believed by it to be genuine and signed or sent by the proper party or parties.

Agent’s Reliance. (a) Neither None of the Agent nor Agents, their agents or any of its directors, officers, agents or employees shall their respective Affiliates will be liable for any action taken or omitted to be taken by it or any of them under or in connection with this Agreementthe Documents, the Notes or any of the other Loan Documents (i) with the consent or at the request of the Required Lenders or (ii) in the absence of except that each will be liable for its or their own gross negligence or willful misconduct (it being the express intention of the parties hereto that the Agent and its directors, officers, agents and employees shall have no liability for actions and omissions under this Section 12.2 resulting from their sole ordinary or contributory negligence). (b) as finally determined by a Government Instrumentality. Without limitation of limiting the generality of the foregoing, the Agent: Agents: (ia) may treat the payee of each Note, respectively, any Note as the holder of such Note thereof until the Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in a form satisfactory to the Administrative Agent; ; (iib) may consult with qualified legal counsel (including counsel for any the Borrower’s Counsel), independent public accountants and other experts selected by it and shall will not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; ; (iiic) makes make no representation or warranty or representation to any Lender, the Swing Line Bank, or the Floor Plan Agent Lender and shall will not be responsible to any Lender, the Swing Line Bank, or the Floor Plan Agent Lender for any statementsstatement, warranties representation or representations warranty made in or in connection with this Agreement, any Note or any other Loan Document; the Documents; (ivd) except as otherwise expressly provided herein, shall will not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement, any Note or any other Loan Document the Documents or to inspect the property (including Project or the books and records) records or any other property of any Borrower; Imperium Party, any Project Party or any Affiliate thereof; (ve) shall will not be responsible to any Lender, the Swing Line Bank or the Floor Plan Agent Lender for the due execution, legality, validity, enforceability, collectability, genuineness, sufficiency or value of this Agreement, any Note, any other Loan Document or any other document or instrument or document furnished pursuant hereto thereto, or thereto; (vi) shall not be responsible to any Lender, the Swing Line Bank or the Floor Plan Agent for the perfection or priority failure of any Lien securing the LoansPerson to perform its obligations under any Document; and and (viif) shall will incur no liability under or in respect of this Agreement, any Note Financing Agreement or any other Loan Document or otherwise by acting upon any notice, consent, waiver, certificate or other writing or instrument or writing (which may be by facsimileincluding facsimiles, telexes, telegrams and cables) reasonably believed by it to be genuine and signed or sent by the proper party Person or partiesPersons.

Agent’s Reliance. (a) Etc. Neither the Agent nor any of its Affiliates nor any of their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement, the Notes Agreement or any of the other Loan Documents (i) with the consent or at the request of the Required Lenders or (ii) in the absence of Documents, except for damages caused by its or their own gross negligence or willful misconduct (it being the express intention of the parties hereto that the Agent and its directors, officers, agents and employees shall have no liability for actions and omissions under this Section 12.2 resulting from their sole ordinary or contributory negligence). (b) misconduct. Without limitation of the generality of the foregoing, the Agent: (ia) may treat the payee of each Note, respectively, any Note as the holder of such Note thereof until the Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Agent; (iib) may consult with legal counsel (including counsel for any 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; (iiic) makes no warranty or representation to any Lender, the Swing Line Bank, or the Floor Plan Agent Lender and shall not be responsible to any Lender, the Swing Line Bank, or the Floor Plan Agent Lender for any statements, warranties or representations made in or in connection with this Agreement, any Note Agreement or any the other Loan DocumentDocuments; (ivd) 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, any Note Agreement or any the other Loan Document Documents on the part of any Borrower or to inspect the property Collateral (including the books and records) of any Borrower; (ve) shall not be responsible to any Lender, the Swing Line Bank or the Floor Plan Agent Lender for the due execution, legality, validity, enforceability, collectability, genuineness, sufficiency or value of this Agreement, any Note, any Agreement or the other Loan Document Documents or any other instrument or document furnished pursuant hereto or thereto; (vi) shall not be responsible to any Lender, the Swing Line Bank or the Floor Plan Agent for the perfection or priority of any Lien securing the Loans; and (viif) shall incur no liability under or in respect of this Agreement, any Note Agreement or any the other Loan Document Documents by acting upon any notice, consent, certificate or other instrument or writing (which may be by facsimiletelecopy, telegram, cable or telex) reasonably believed by it to be genuine and signed or sent by the proper party or parties.. - 67 -

Agent’s Reliance. Without limiting any other provision hereof that is protective of Agent, except as otherwise specifically provided herein, Agent (aand any Subagent) 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 Security Agreement, the Notes or any of the other Loan Documents (i) with the consent or at the request of the Required Lenders or (ii) in the absence of except for its or their own gross negligence or willful misconduct (it being the express intention of the parties hereto that the Agent and its directors, officers, agents and employees shall have no liability for actions and omissions under this Section 12.2 resulting from their sole ordinary or contributory negligence). (b) misconduct. Without limitation of limiting the generality of the foregoing, the Agent: Agent (iand any Subagent): (a) may treat any Person believed by it to be the payee holder of each Note, respectively, any interest in any Collateral as the holder thereof until Agent (or such Subagent) receives and accepts a written notification from such Person or its representative, notifying Agent (or such Subagent) of the transfer or assignment of such Note until interest to an assignee, which notice shall identify the Agent receives written notice name and address of the assignment or transfer thereof signed by such payee and in form satisfactory to the Agentassignee; (iib) 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 (including counsel for any Borrower)counsel, independent public accountants accountants, and other advisors and experts selected by it it, and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants accountants, advisors, or experts; (iiid) makes no warranty or representation to any Lender, the Swing Line Bank, or the Floor Plan Agent Lender and shall not be responsible to any Lender, the Swing Line Bank, or the Floor Plan Agent Lender for any statements, warranties warranties, or representations made in or in connection with this Security Agreement, any Note or any other Loan Document; (ive) 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 covenants, or conditions of this Agreement, Security Agreement on the part of any Note or any other Loan Document Person party thereto or to inspect the property Collateral or any asset (including the books and records) of any BorrowerGrantor; (vf) shall not be responsible to any Lender, the Swing Line Bank or the Floor Plan Agent Lender for the due execution, legality, validity, enforceability, collectability, genuineness, sufficiency sufficiency, or value of this Agreement, any Note, any other Loan Document Security Agreement or any other instrument or document furnished pursuant hereto or thereto; (vi) shall not be responsible to , or any Lender, the Swing Line Bank Collateral or the Floor Plan Agent for the perfection or priority of any Lien securing on the LoansCollateral; and (viig) shall incur no liability under or in respect of this Agreement, any Note Security Agreement or any other Loan Document Collateral by acting upon any notice, consent, certificate certificate, or other instrument or writing (which may be sent by facsimiletelefacsimile electronic mail) reasonably believed by it to be genuine and signed or sent by the proper party Person. Neither Agent nor any Subagent affirmatively shall take any action to release or partiesterminate 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 as permitted by the provisions of this Security Agreement, including, without limitation, in connection with 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 as permitted by the provisions of this Security Agreement, including without limitation, in connection with any sale, transfer or other disposition permitted by this Security Agreement.

Agent’s Reliance. (a) Neither the Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement, the Notes or any of the other Loan Documents (i) with the consent or at the request of the Required Lenders or (ii) in the absence of Collateral Documents, except for its or their own gross negligence or willful misconduct (it being the express intention of the parties hereto that the Agent and its directors, officers, agents and employees shall have no liability for actions and omissions under this Section 12.2 resulting from their sole ordinary or contributory negligence). (b) misconduct. Without limitation of limiting the generality of the foregoing, the Agent: (i) may treat the payee of each Note, respectively, any of the Notes as the holder of such Note thereof until the Agent receives written notice of the assignment or transfer thereof thereof, signed by such payee and in form satisfactory to the Agent; (ii) may consult with legal counsel (including counsel for any 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 by it 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, the Swing Line Bank, or the Floor Plan Agent Bank and shall not be responsible to any Lender, the Swing Line Bank, or the Floor Plan Agent Bank for any statements, warranties or representations made in or in connection with this Agreement, any Note or any other Loan Documentthe Notes and the Collateral Documents; (iv) 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, any Note the Notes or any other Loan Document the Collateral Documents (except receipt of items expressly required to be delivered to the Agent hereunder), or to inspect the any property (including the books and records) of any the Borrower; (v) shall not be responsible to any Lender, the Swing Line Bank or the Floor Plan Agent for the due execution, legality, validity, enforceability, collectability, genuineness, sufficiency or value of this Agreement, any Note, any other Loan Document or any other instrument or document furnished pursuant hereto or thereto; (vi) shall not be responsible to any Lender, the Swing Line Bank Notes or the Floor Plan Agent for the perfection or priority of any Lien securing the LoansCollateral Documents; and (viivi) shall incur no liability under or in respect of to this Agreement, any Note the Notes or any other Loan Document the Collateral Documents by acting upon any notice, consent, certificate or other instrument or writing (which may be by facsimile, telegram, cable or telex) reasonably believed by it to be genuine and signed or sent by the proper party or parties. The Agent shall not have a fiduciary relationship in respect of any 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. (a) Neither the Agent nor any of its directors, officers, agents or employees shall be liable to the Lenders for any action taken or omitted to be taken by it or them under or in connection with this Agreement, the Notes or any of the other Loan Documents (i) with the consent or at the request of the Required Majority Lenders or (ii) in the absence of its or their own gross negligence or willful misconduct (it being the express intention of the parties hereto that the Agent and its directorsIT BEING THE EXPRESS INTENTION OF THE PARTIES HERETO THAT THE AGENT AND ITS DIRECTORS, officersOFFICERS, agents and employees shall have no liability for actions and omissions under this Section 12.2 resulting from their sole ordinary or contributory negligenceAGENTS AND EMPLOYEES SHALL HAVE NO LIABILITY FOR ACTIONS AND OMISSIONS UNDER THIS SECTION 10.02 RESULTING FROM THEIR SOLE ORDINARY OR CONTRIBUTORY NEGLIGENCE). (b) Without limitation of the generality of the foregoing, the Agent: (i) may treat the payee of each Note, respectively, Note and the Obligations as the holder of such Note thereof until the Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Agent; (ii) may consult with legal counsel (including counsel for any Borrowerthe Company), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (iii) makes no warranty or representation to any Lender, the Swing Line Bank, or the Floor Plan Agent Lender and shall not be responsible to any Lender, the Swing Line Bank, or the Floor Plan Agent Lender for any statements, warranties or representations made in or in connection with this Agreement, any Note or any other Loan Document; (iv) 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, any Note or any other Loan Document or to inspect the property (including the books and records) of any Borrower; the Company, (v) shall not be responsible to any Lender, the Swing Line Bank or the Floor Plan Agent Lender for the due execution, legality, validity, enforceability, collectabilitycollectibility, genuineness, sufficiency or value of this Agreement, any Note, any other Loan Document or any other instrument or document furnished pursuant hereto or thereto; (vi) shall not be responsible to any Lender, the Swing Line Bank or the Floor Plan Agent Lender for the perfection or priority of any Lien securing the LoansObligations; and (vii) shall incur no liability under or in respect of this Agreement, any Note or any other Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by facsimiletelegram, telecopier, cable or telex) reasonably believed by it to be genuine and signed or sent by the proper party or parties.

Agent’s Reliance. (a) Neither the No Agent nor or any of its their respective directors, officers, agents agents, attorneys, or employees shall be liable for any action taken or omitted to be taken by it or any of them under or in connection with this Agreementthe Loan Documents, the Notes or including their negligence of any of the other Loan Documents (i) with the consent or at the request of the Required Lenders or (ii) in the absence of kind, except that each shall be liable for its or their own gross negligence or willful misconduct (it being the express intention of the parties hereto that the Agent and its directors, officers, agents and employees shall have no liability for actions and omissions under this Section 12.2 resulting from their sole ordinary or contributory negligence). (b) misconduct. Without limitation of limiting the generality of the foregoing, the each Agent: : (ia) may treat the payee of each Note, respectively, any Note as the holder of such Note thereof until the Administrative Agent receives written notice of the assignment or transfer thereof in accordance with this Agreement, signed by such payee and in form satisfactory to the Administrative Agent; ; (iib) may consult with legal counsel (including counsel for any Borrower), independent public accountants and other experts selected by it such Agent and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; ; (iiic) makes no warranty or representation to any Lender, the Swing Line Bank, Lender or the Floor Plan to any other Agent and shall not be responsible to any Lender, the Swing Line Bank, Lender or the Floor Plan Agent for any statements, warranties or representations made in or in connection with this Agreement, any Note or the Loan Documents by any other Loan Document; Person; (ivd) 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 Loan Documents on the part of any Note or any other Loan Document Obligor or to inspect the property (including the books and records) of any Borrower; Obligor; (ve) shall not be responsible to any Lender, the Swing Line Bank Lender or the Floor Plan to any other Agent for the due executionexecution (other than its own due execution and delivery), legality, validity, enforceability, collectabilitygenuineness, genuinenessexistence, sufficiency or value of this Agreementany Loan Document, any Note, any other Loan Document the Credit Facility Agreement or any other instrument or document furnished pursuant hereto in connection herewith, or thereto; any collateral; (vif) may rely upon the representations and warranties of any Obligor and the Lenders in exercising its powers hereunder; (g) shall not be responsible to any Lender, the Swing Line Bank or the Floor Plan Agent for the perfection or priority satisfaction of any Lien securing the Loanscondition specified in Article 3, except receipt by an Agent of items required to be delivered to such Agent; and 63 (viih) shall incur no liability under or in respect of this Agreement, any Note or any other the Loan Document Documents by acting upon any notice, consent, certificate or other instrument or writing (which may be by facsimileincluding any telecopy, telegram, cable or telex) reasonably believed by it to be genuine and signed or sent by the proper party Person or partiesPersons.

Agent’s Reliance. (a) 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 Notes, any Purchase Notice, any Release, or any of the other Loan Documents (i) with the consent or at the request of the Required Lenders or (ii) in the absence of Collateral Document, except for its or their own gross negligence or willful misconduct (it being the express intention of the parties hereto that the Agent and its directors, officers, agents and employees shall have no liability for actions and omissions under this Section 12.2 resulting from their sole ordinary or contributory negligence). (b) wilful misconduct. Without limitation of limiting the generality of the foregoing, the Agent: (ia) may treat the payee of each Note, respectively, 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 until the Agent receives written notice of the assignment or transfer thereof signed by such payee Note, as assignor, and an assignee as provided in form satisfactory to the AgentSection 11.8; (iib) may consult with legal counsel (including counsel for any Borrower)counsel, independent public accountants accountants, and other experts selected by it them and shall not be liable for any action taken or omitted to be taken in good faith by it them in accordance with the advice of such counsel, accountants accountants, or experts; (iiic) makes no warranty or representation to any Lender, the Swing Line Bank, or the Floor Plan Agent Lender and shall not be responsible to any Lender, the Swing Line Bank, or the Floor Plan Agent Lender for any statements, warranties warranties, or representations made in or in connection with this Agreement, any Note the Notes, or any other Loan Collateral Document; (ivd) 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 covenants, or conditions of this Agreement, any Note the Notes, or any other Loan Document of the Collateral Documents on the part of any Person party hereto or thereto or to inspect the property any asset (including the books and records) of Borrower or any Borrowerof its subsidiaries; (ve) shall not be responsible to any Lender, the Swing Line Bank or the Floor Plan Agent Lender for the due execution, legality, validity, enforceability, collectability, genuineness, sufficiency sufficiency, or value of this Agreement, the Notes, or any NoteCollateral Document, any other Loan Document or any other instrument or document furnished pursuant hereto or thereto; (vi) shall not be responsible to any Lender, the Swing Line Bank or the Floor Plan Agent for the perfection or priority of any Lien securing the Loans; and (viif) shall incur no liability under or in respect of this Agreement, any Note the Notes, or any other Loan Collateral Document by acting upon any notice, consent, certificate certificate, or other instrument or writing (which may be by facsimiletelegram, cable, telefacsimile, or telex) reasonably believed by it them to be genuine and signed or sent by the proper party Person or partiesPersons; 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. (a) Neither the No Agent nor or any of its their respective directors, officers, agents agents, attorneys, or employees shall be liable for any action taken or omitted to be taken by it or any of them under or in connection with this Agreementthe Loan Documents, the Notes or including their negligence of any of the other Loan Documents (i) with the consent or at the request of the Required Lenders or (ii) in the absence of kind, except that each shall be liable for its or their own gross negligence or willful misconduct (it being the express intention of the parties hereto that the Agent and its directors, officers, agents and employees shall have no liability for actions and omissions under this Section 12.2 resulting from their sole ordinary or contributory negligence). (b) misconduct. Without limitation of limiting the generality of the foregoing, the each Agent: : (ia) may treat the payee of each Note, respectively, any Note as the holder of such Note thereof until the Administrative Agent receives written notice of the assignment or transfer thereof in accordance with this Agreement, signed by such payee and in form satisfactory to the Administrative Agent; ; (iib) may consult with legal counsel (including counsel for any Borrower), independent public accountants and other experts selected by it such Agent and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; ; (iiic) makes no warranty or representation to any Lender, the Swing Line Bank, Lender or the Floor Plan to any other Agent and shall not be responsible to any Lender, the Swing Line Bank, Lender or the Floor Plan Agent for any statements, warranties or representations made in or in connection with this Agreement, any Note or the Loan Documents by any other Loan Document; Person; (ivd) 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 Loan Documents on the part of any Note or any other Loan Document Obligor or to inspect the property (including the books and records) of any Borrower; Obligor; (ve) shall not be responsible to any Lender, the Swing Line Bank Lender or the Floor Plan to any other Agent for the due executionexecution (other than its own due execution and delivery), legality, validity, enforceability, collectabilitygenuineness, genuinenessexistence, sufficiency or value of this Agreementany Loan Document, any Note, any other Loan Document the Credit Facility Agreement or any other instrument or document furnished pursuant hereto in connection herewith, or thereto; any collateral; (vif) may rely upon the representations and warranties of any Obligor and the Lenders in exercising its powers hereunder; (g) shall not be responsible to any Lender, the Swing Line Bank or the Floor Plan Agent for the perfection or priority satisfaction of any Lien securing the Loanscondition specified in Article 3, except receipt by an Agent of items required to be delivered to such Agent; and and (viih) shall incur no liability under or in respect of this Agreement, any Note or any other the Loan Document Documents by acting upon any notice, consent, certificate or other instrument or writing (which may be by facsimileincluding any telecopy, telegram, cable or telex) reasonably believed by it to be genuine and signed or sent by the proper party Person or partiesPersons.

Agent’s Reliance. (a) Neither the Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement, the Notes or any of the other Loan Documents (i) with the consent or at the request of the Required Lenders or (ii) in the absence of its or their own gross negligence or willful misconduct as determined in a final, nonappealable judgment by a court of competent jurisdiction (it being the express intention of the parties hereto that the Agent and its directors, officers, agents and employees shall have no liability for actions and omissions under this Section 12.2 resulting from their sole ordinary or contributory negligence). (b) Without limitation of the generality of the foregoing, the Agent: (i) may treat the payee of each Note, respectively, as the holder of such Note until the Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Agent; (ii) may consult with legal counsel (including counsel for any 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, the Swing Line Bank, or the Floor Plan Agent and shall not be responsible to any Lender, the Swing Line Bank, or the Floor Plan Agent for any statements, warranties or representations made in or in connection with this Agreement, any Note or any other Loan Document; (iv) 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, any Note or any other Loan Document or to inspect the property (including the books and records) of any Borrower; (v) shall not be responsible to any Lender, the Swing Line Bank or the Floor Plan Agent for the due execution, legality, validity, enforceability, collectability, genuineness, sufficiency or value of this Agreement, any Note, any other Loan Document or any other instrument or document furnished pursuant hereto or thereto; (vi) shall not be responsible to any Lender, the Swing Line Bank or the Floor Plan Agent for the perfection or priority of any Lien securing the Loans; and (vii) shall incur no liability under or in respect of this Agreement, any Note or any other Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by facsimile) reasonably believed by it to be genuine and signed or sent by the proper party or parties.and

Agent’s Reliance. (a) Neither the Agent nor any of its directors, officers, agents or employees shall be liable to the Lenders for any action taken or omitted to be taken by it or them under or in connection with this Agreement, the Notes or any of the other Loan Documents (i) with the consent or at the request of the Required Requisite Lenders or (ii) in the absence of its or their own gross negligence or willful misconduct (it being the express intention of the parties hereto that the Agent and its directors, officers, agents and employees shall have no liability for actions and omissions under this Section 12.2 resulting from their sole ordinary or contributory negligence).and (b) Without limitation of the generality of the foregoing, the Agent: (i) may treat the payee of each Note, respectively, Note and the Obligations as the holder of such Note thereof until the Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Agent; (ii) may consult with legal counsel (including counsel for any 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, the Swing Line Bank, or the Floor Plan Agent Lender and shall not be responsible to any Lender, the Swing Line Bank, or the Floor Plan Agent Lender for any statements, warranties or representations made in or in connection with this Agreement, any Note or any other Loan Document; (iv) 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, any Note or any other Loan Document or to inspect the property (including the books and records) of any the Borrower; (v) shall not be responsible to any Lender, the Swing Line Bank or the Floor Plan Agent Lender for the due execution, legality, validity, enforceability, collectabilitycollectibility, genuineness, sufficiency or value of this Agreement, Agreement any Note, any other Loan Document or any other instrument or document furnished pursuant hereto or thereto; (vi) shall not be responsible to any Lender, the Swing Line Bank or the Floor Plan Agent Lender for the perfection or priority of any Lien securing the LoansObligations; and (vii) shall incur no liability under or in respect of this Agreement, any Note or any other Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by facsimiletelegram, telecopier, cable or telex) reasonably believed by it to be genuine and signed or sent by the proper party or parties.

Agent’s Reliance. (a) Neither Etc None of the Agent nor or any of its Affiliates or any of the respective directors, officers, agents or employees of the Agent or any such Affiliate shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement, the Notes Agreement or any of the other Loan Documents (i) with the consent or at the request of the Required Lenders or (ii) in the absence of Documents, except for its or their own gross negligence or willful misconduct (it being the express intention of the parties hereto that the Agent and its directors, officers, agents and employees shall have no liability for actions and omissions under this Section 12.2 resulting from their sole ordinary or contributory negligence). (b) misconduct. Without limitation of the generality of the foregoing, the Agent: Agent (i) may treat the payee of each Note, respectively, any Note as the holder of thereof until such Note until the Agent receives written notice of the assignment or transfer thereof signed by such payee and has been assigned in form satisfactory to the Agentaccordance with Section 10.7; (ii) may rely on the Register to the extent set forth in Section 10.7(c), (iii) may consult with legal counsel (including including, without limitation, counsel for any Borrowerto the Borrowers), independent public accountants and other experts reasonably selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (iiiiv) makes no warranty or representation to any Lender, the Swing Line Bank, or the Floor Plan Agent Lender Party and shall not be responsible to any Lender, the Swing Line Bank, or the Floor Plan Agent Lender Party for any statementsstatement, warranties warranty or representations representation (whether written or oral) made in or in connection with this Agreement, any Note Agreement or any of the other Loan DocumentDocuments; (ivv) 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, any Note Agreement or any of the other Loan Document Documents on the part of any Borrower or to inspect the property (including including, without limitation, the books and records) of any Borrower; unless specifically so requested by the Lenders; (vvi) shall not be responsible to any Lender, the Swing Line Bank or the Floor Plan Agent Lender Party for the due execution, legality, validity, enforceability, collectability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with any Loan Document, of this Agreement, Agreement or any Note, any of the other Loan Document Documents or any other instrument or document furnished pursuant hereto or thereto; (vi) shall not be responsible to any Lender, the Swing Line Bank or the Floor Plan Agent for the perfection or priority of any Lien securing the Loans; and (vii) shall incur no liability under or in respect of this Agreement, any Note Agreement or any of the other Loan Document Documents by acting upon any notice, consent, certificate or other instrument or writing (which may be by facsimiletelegram, telecopy, cable or telex) reasonably believed by it to be genuine and signed or sent by the proper party or parties.

Agent’s Reliance. (a) Neither the Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement, the Notes or any of the other Loan Documents (i) with the consent or at the request of the Required Lenders or (ii) in the absence of its or their own gross negligence or willful misconduct (it being the express intention of the parties hereto that the Agent and its directors, officers, agents and employees shall have no liability for actions and omissions under this Section 12.2 8.2 resulting from their sole ordinary or contributory negligence). (b) Without limitation of the generality of the foregoing, the Agent: (i) may treat the payee of each Note, respectively, Note as the holder of such Note until the Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Agent; (ii) may consult with legal counsel (including counsel for any 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, the Swing Line Bank, or the Floor Plan Agent Lender and shall not be responsible to any Lender, the Swing Line Bank, or the Floor Plan Agent Lender for any statements, warranties or representations made in or in connection with this Agreement, any Note or any other Loan Document; (iv) 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, any Note or any other Loan Document or to inspect the property (including the books and records) of any the Borrower; (v) shall not be responsible to any Lender, the Swing Line Bank or the Floor Plan Agent Lender for the due execution, legality, validity, enforceability, collectability, genuineness, sufficiency or value of this Agreement, any Note, any other Loan Document or any other instrument or document furnished pursuant hereto or thereto; (vi) shall not be responsible to any Lender, the Swing Line Bank or the Floor Plan Agent Lender for the perfection or priority of any Lien securing the Loans; and (vii) shall incur no liability under or in respect of this Agreement, any Note or any other Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by facsimile) reasonably believed by it to be genuine and signed or sent by the proper party or parties.