Common use of Exculpation, Agent's Reliance, Etc Clause in Contracts

Exculpation, Agent's Reliance, Etc. Neither Agent nor any of its directors, officers, agents, attorneys, or employees shall be liable for any action taken or omitted to be taken by any of them under or in connection with this Agreement, INCLUDING THEIR NEGLIGENCE OF ANY KIND, EXCEPT THAT EACH SHALL BE LIABLE FOR ITS OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. Without limiting the generality of the foregoing, Agent (1) may treat the rights of any Participant under its Participation Agreement as continuing until Agent receives written notice of the assignment or transfer of those rights in accordance with such Participation Agreement, signed by such Participant and in form satisfactory to Agent; (2) may consult with legal counsel (including counsel for NAI), 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, unless the action taken or omitted constitutes misconduct; (3) makes no warranty or representation and shall not be responsible for any statements, warranties or representations made in or in connection with this Agreement or the other documents referenced herein; (4) 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 the Transaction Documents on the part of any party thereto, or to inspect the property (including the books and records) of any party thereto; (5) shall not be responsible to any Participant for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of any Transaction Document or any instrument or document furnished in connection therewith; (6) may rely upon the representations and warranties of NAI, Participants and Deposit Takers in exercising its powers hereunder; and (6) shall incur no liability under or in respect of the Transaction Documents by acting upon any notice, consent, certificate or other instrument or writing (including any telecopy, telegram, cable or telex) believed by it to be genuine and signed or sent by the proper Person or Persons.

Exculpation, Agent's Reliance, Etc. Neither Agent nor any of its directors, officers, agents, attorneys, or employees shall be liable for any action taken or omitted to be taken by any of them under or in connection with this Agreementthe Loan Documents, INCLUDING THEIR NEGLIGENCE OF ANY KIND, EXCEPT THAT EACH SHALL BE LIABLE FOR ITS OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCTexcept that each shall be liable for its own gross negligence or willful misconduct. Without limiting the generality of the foregoing, Agent (1a) may treat the rights payee of any Participant under its Participation Agreement Note as continuing the holder thereof until Agent receives written notice of the assignment or transfer of those rights thereof in accordance with such Participation this Agreement, signed by such Participant payee and in form satisfactory to Agent; (2b) may consult with legal counsel (including counsel for NAIBorrower), 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, unless the action taken or omitted constitutes misconduct; (3c) makes no warranty or representation to any other Lender Party and shall not be responsible to any other Lender Party for any statements, warranties or representations made in or in connection with this Agreement or the other documents referenced hereinLoan Documents; (4d) 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 the Transaction Loan Documents on the part of any party thereto, Restricted Person or to inspect the property (including the books and records) of any party theretoRestricted Person; (5e) shall not be responsible to any Participant other Lender Party for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of any Transaction Loan Document or any instrument or document furnished in connection therewith; (6f) may rely upon the representations and warranties of NAI, Participants each Restricted Person and Deposit Takers the Lenders in exercising its powers hereunder; and (6g) shall incur no liability under or in respect of the Transaction Loan Documents by acting upon any notice, consent, certificate or other instrument or writing (including any telecopy, telegram, cable or telex) believed by it to be genuine and signed or sent by the proper Person or Persons.

Exculpation, Agent's Reliance, Etc. Neither the Agent nor any of its directors, officers, agents, attorneys, attorneys or employees shall be liable to the Borrower or any other Lender Party for any action taken or omitted to be taken by any of it or them under or in connection with this Agreement, INCLUDING THEIR NEGLIGENCE OF ANY KIND, EXCEPT THAT EACH SHALL BE LIABLE FOR ITS OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. Without limiting any Loan Document (a) with the generality consent or at the request of the foregoingRequired Lenders (or, as provided in Section 9.3., all the Lenders), or (b) in any other circumstances, except for its or their own gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction. The Agent (1) makes no warranty or representation to any other Lender Party and shall not be responsible to any other Lender Party for any recitals, statements, warranties or representations made in, or in connection with, any Loan Document or for the execution, effectiveness, genuineness, validity, enforceability, collectibility, or sufficiency of any Loan Document or any financial information, opinions of counsel or other documents executed and delivered pursuant thereto, or for the financial condition of the Borrower. The Agent shall not be responsible to any Lender for the satisfaction of any condition specified in Article 3., except receipt of items required to be delivered to the Agent, or for the value, effectiveness, priority, genuineness, validity, of any Collateral or any Lien thereon. The Agent may treat the rights payee of any Participant under its Participation Agreement Note as continuing the holder thereof until the Agent receives written notice of the assignment or transfer of those rights in accordance with such Participation Agreement, related Assignment and Acceptance signed by such Participant holder and the assignee and in form satisfactory to the Agent; (2) may . The Agent shall be entitled to rely upon any notice, certificate or other writing believed by the Agent to be genuine and correct and to have been signed or sent by the proper Person or Persons. The Agent shall be entitled to consult with legal counsel (including counsel for NAI)counsel, independent public accountants and other experts selected by it the Agent and shall not be liable for any action taken or omitted to be taken act in good faith by it in accordance with reliance upon the advice of such counsel, accountants or experts, unless the action taken or omitted constitutes misconduct; (3) makes no warranty or representation counsel and shall not be responsible for any statements, warranties or representations made in or in connection with this Agreement or the other documents referenced herein; (4) 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 the Transaction Documents on the part of any party thereto, or to inspect the property (including the books experts concerning its actions and records) of any party thereto; (5) shall not be responsible to any Participant for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of any Transaction Document or any instrument or document furnished in connection therewith; (6) may rely upon the representations and warranties of NAI, Participants and Deposit Takers in exercising its powers duties hereunder; and (6) shall incur no liability under or in respect of the Transaction Documents by acting upon any notice, consent, certificate or other instrument or writing (including any telecopy, telegram, cable or telex) believed by it to be genuine and signed or sent by the proper Person or Persons.

Exculpation, Agent's Reliance, Etc. Neither Agent nor any of its directors, officers, agentsAgents, attorneys, or employees shall be liable for any action taken or omitted to be taken by any of them under or in connection with this Agreementthe Loan Documents, INCLUDING THEIR NEGLIGENCE OF ANY KINDincluding their negligence of any kind, EXCEPT THAT EACH SHALL BE LIABLE FOR ITS OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCTexcept that each shall be liable for its own gross negligence or willful misconduct. Without limiting the generality of the foregoing, Agent (1a) may treat the rights Person whose name is set forth on the Register as the holder of any Participant under its Participation Agreement Obligation as continuing the holder thereof until Agent receives written notice of the assignment or transfer of those rights thereof in accordance with such Participation this Agreement, signed by such Participant Person and in the form required under Section 10.5(c) payee and in form satisfactory to Agent; (2b) may consult with legal counsel (including counsel for NAIBorrower), 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, unless the action taken or omitted constitutes misconduct; (3c) makes no warranty or representation to any other Lender and shall not be responsible to any other Lender Party for any statements, warranties or representations made in or in connection with this Agreement or the other documents referenced hereinLoan Documents; (4d) 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 the Transaction Loan Documents on the part of any party thereto, Restricted Person or to inspect the property (including the books and records) of any party theretoRestricted Person; (5e) shall not be responsible to any Participant other Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of any Transaction Loan Document or any instrument or document furnished in connection therewith; (6f) may rely upon the representations and warranties of NAI, Participants and Deposit Takers each Restricted Person or Lender Party in exercising its powers hereunder; and (6g) shall incur no liability under or in respect of the Transaction Loan Documents by acting upon any notice, consent, certificate or other instrument or writing (including any telecopyfacsimile, telegram, cable or telex) believed by it to be genuine and signed or sent by the proper Person or Persons.

Exculpation, Agent's Reliance, Etc. Neither Agent nor any of its directors, officers, agents, attorneys, or employees shall be liable for any action taken or omitted to be taken by any of them under or in connection with this Agreement, INCLUDING THEIR NEGLIGENCE OF ANY KIND, EXCEPT THAT EACH SHALL BE LIABLE FOR ITS OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. Without limiting the generality of the foregoing, Agent (1) may treat the rights of any Participant under its Participation Agreement as continuing until Agent receives written notice of the assignment or transfer of those rights in accordance with such Participation Agreement, signed by such Participant and in form satisfactory to Agent; (2) may consult with legal counsel (including counsel for NAI), 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, unless the action taken or omitted constitutes misconduct; (3) makes no warranty or representation and shall not be responsible for any statements, warranties or representations made in or in connection with this Agreement or the other documents referenced herein; (4) 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 the Transaction Documents on the part of any party thereto, or to inspect the property (including the books and records) of any party thereto; (5) shall not be responsible to any Participant for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of any Transaction Document or any instrument or document furnished in connection therewith; (6) may rely upon the representations and warranties of NAI, Participants and Deposit Takers in exercising its powers hereunder; and (67) shall incur no liability under or in respect of the Transaction Documents by acting upon any notice, consent, certificate or other instrument or writing (including any telecopy, telegram, cable or telex) believed by it to be genuine and signed or sent by the proper Person or Persons.

Exculpation, Agent's Reliance, Etc. Neither Agent nor any of its directors, officers, agents, attorneys, or employees shall be liable for any action taken or omitted to be taken by any of them under or in connection with this Agreementthe Loan Documents, INCLUDING THEIR NEGLIGENCE OF ANY KIND, EXCEPT THAT EACH SHALL BE LIABLE FOR ITS OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCTexcept that each shall be liable for its own gross negligence or willful misconduct. Without limiting the generality of the foregoing, Agent (1a) may treat the rights payee of any Participant under its Participation Agreement Note as continuing the holder thereof until Agent receives written notice of the assignment or transfer of those rights thereof in accordance with such Participation this Agreement, signed by such Participant payee and in form satisfactory to Agent; (2b) may consult with legal counsel (including counsel for NAIBorrower), 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, unless the action taken or omitted constitutes misconduct; (3c) makes no warranty or representation to any other Lender and shall not be responsible to any other Lender Party for any statements, warranties or representations made in or in connection with this Agreement or the other documents referenced hereinLoan Documents; (4d) 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 the Transaction Loan Documents on the part of any party thereto, Restricted Person or to inspect the property (including the books and records) of any party theretoRestricted Person; (5e) shall not be responsible to any Participant other Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of any Transaction Loan Document or any instrument or document furnished in connection therewith; (6f) may rely upon the representations and warranties of NAI, Participants and Deposit Takers each Restricted Person or Lender Party in exercising its powers hereunder; and (6g) shall incur no liability under or in respect of the Transaction Loan Documents by acting upon any notice, consent, certificate or other instrument or writing (including any telecopyfacsimile, telegram, cable or telex) believed by it to be genuine and signed or sent by the proper Person or Persons.

Exculpation, Agent's Reliance, Etc. Neither Agent nor any Issuer nor any of its their directors, officers, agents, attorneys, or employees shall be liable for any action taken or omitted to be taken by any of them under or in connection with this Agreementthe Loan Documents, INCLUDING THEIR NEGLIGENCE OF ANY KIND, EXCEPT THAT EACH SHALL BE LIABLE FOR ITS OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCTexcept that each shall be liable for its own gross negligence or willful misconduct. Without limiting the generality of the foregoing, Agent and Issuers (1a) may treat the rights payee of any Participant under its Participation Agreement Note as continuing the holder thereof until Agent receives written notice of the assignment or transfer of those rights thereof in accordance with such Participation this Agreement, signed by such Participant payee and in form satisfactory to Agent; (2b) may consult with legal counsel (including counsel for NAIBorrower), 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, unless the action taken or omitted constitutes misconduct; (3c) makes no warranty or representation to any other Lender Party and shall not be responsible to any other Lender Party for any statements, warranties or representations made in or in connection with this Agreement or the other documents referenced hereinLoan Documents; (4d) 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 the Transaction Loan Documents on the part of any party thereto, Restricted Person or to inspect the property (including the books and records) of any party theretoRestricted Person; (5e) shall not be responsible to any Participant other Lender Party for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of any Transaction Loan Document or any instrument or document furnished in connection therewith; (6f) may rely upon the representations and warranties of NAI, Participants each Restricted Person and Deposit Takers the Lenders in exercising its powers hereunder; and (6g) shall incur no liability under or in respect of the Transaction Loan Documents by acting upon any notice, consent, certificate or other instrument or writing (including any telecopy, telegram, cable or telex) believed by it to be genuine and signed or sent by the proper Person or Persons.

Exculpation, Agent's Reliance, Etc. Neither Agent nor any of its directors, officers, agentsAgents, attorneys, or employees shall be liable for any action taken or omitted to be taken by any of them under or in connection with this Agreementthe Loan Documents, INCLUDING THEIR NEGLIGENCE OF ANY KINDincluding their negligence of any kind, EXCEPT THAT EACH SHALL BE LIABLE FOR ITS OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCTexcept that each shall be liable for its own gross negligence or willful misconduct. Without limiting the generality of the foregoing, Agent (1a) may treat the rights Person whose name is set forth on the Register as the holder of any Participant under its Participation Agreement Obligation as continuing the holder thereof until Agent receives written notice of the assignment or transfer of those rights thereof in accordance with such Participation this Agreement, signed by such Participant Person and in the form required under Section 10.5(c) and in form satisfactory to Agent; (2b) may consult with legal counsel (including counsel for NAIBorrower), 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, unless the action taken or omitted constitutes misconduct; (3c) makes no warranty or representation to any other Lender and shall not be responsible to any other Lender Party for any statements, warranties or representations made in or in connection with this Agreement or the other documents referenced hereinLoan Documents; (4d) 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 the Transaction Loan Documents on the part of any party thereto, Restricted Person or to inspect the property (including the books and records) of any party theretoRestricted Person; (5e) shall not be responsible to any Participant other Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of any Transaction Loan Document or any instrument or document furnished in connection therewith; (6f) may rely upon the representations and warranties of NAI, Participants and Deposit Takers each Restricted Person or Lender Party in exercising its powers hereunder; and (6g) shall incur no liability under or in respect of the Transaction Loan Documents by acting upon any notice, consent, certificate or other instrument or writing (including any telecopyfacsimile, telegram, cable or telex) believed by it to be genuine and signed or sent by the proper Person or Persons.

Exculpation, Agent's Reliance, Etc. Neither Agent nor any of its directors, officers, agentsAgents, attorneys, or employees shall be liable for any action taken or omitted to be taken by any of them under or in connection with this Agreementthe Loan Documents, INCLUDING THEIR NEGLIGENCE OF ANY KINDincluding their negligence of any kind, EXCEPT THAT EACH SHALL BE LIABLE FOR ITS OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCTexcept that each shall be liable for its own gross negligence or willful misconduct. Without limiting the generality of the foregoing, Agent (1a) may shall treat the rights Person whose name is set forth on the Register as the holder of any Participant under its Participation Agreement Obligation as continuing the holder thereof until Agent receives written notice of the assignment or transfer of those rights thereof in accordance with such Participation this Agreement, signed by such Participant Person and in the form required under Section 10.5(c) and in form satisfactory to Agent; (2b) may consult with legal counsel (including counsel for NAIBorrower), 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, unless the action taken or omitted constitutes misconduct; (3c) makes no warranty or representation to any other Lender and shall not be responsible to any other Lender Party for any statements, warranties or representations made in or in connection with this Agreement or the other documents referenced hereinLoan Documents; (4d) 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 the Transaction Loan Documents on the part of any party thereto, Restricted Person or to inspect the property (including the books and records) of any party theretoRestricted Person; (5e) shall not be responsible to any Participant other Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of any Transaction Loan Document or any instrument or document furnished in connection therewith; (6f) may rely upon the representations and warranties of NAI, Participants and Deposit Takers each Restricted Person or Lender Party in exercising its powers hereunder; and (6g) shall incur no liability under or in respect of the Transaction Loan Documents by acting upon any notice, consent, certificate or other instrument or writing (including any telecopyfacsimile, telegram, cable or telex) believed by it to be genuine and signed or sent by the proper Person or Persons.

Exculpation, Agent's Reliance, Etc. Neither Agent nor any of its directors, officers, agents, attorneys, or employees shall be liable for any action taken or omitted to be taken by any of them under or in connection with this Agreementthe Loan Documents, INCLUDING THEIR NEGLIGENCE OF ANY KIND, EXCEPT THAT EACH SHALL BE LIABLE FOR ITS OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCTexcept that each shall be liable for its own gross negligence or willful misconduct. Without limiting the generality of the foregoing, Agent (1a) may treat the rights payee of any Participant under its Participation Agreement Note as continuing the holder thereof until Agent receives written notice of the assignment or transfer of those rights thereof in accordance with such Participation this Agreement, signed by such Participant payee and in form satisfactory to Agent; (2b) may consult with legal counsel (including counsel for NAIBorrower), 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, unless the action taken or omitted constitutes misconduct; (3c) makes no warranty or representation to any other Bank and shall not be responsible to any other Bank for any statements, warranties or representations made in or in connection with this Agreement or the other documents referenced hereinLoan Documents; (4d) 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 the Transaction Loan Documents on the part of any party thereto, Related Person or to inspect the property (including the books and records) of any party theretoRelated Person; (5e) shall not be responsible to any Participant other Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of any Transaction Loan Document or any instrument or document furnished in connection therewith; (6f) may rely upon the representations and warranties of NAI, Participants each Related Person and Deposit Takers the Banks in exercising its powers hereunder; and (6g) shall incur no liability under or in respect of the Transaction Loan Documents by acting upon any notice, consent, certificate or other instrument or writing (including any telecopy, telegram, cable or telex) believed by it to be genuine and signed or sent by the proper Person or Persons.

Exculpation, Agent's Reliance, Etc. Neither Agent nor any ---------------------------------- of its directors, officers, agents, attorneys, or employees shall be liable for any action taken or omitted to be taken by any of them under or in connection with this Agreement, INCLUDING THEIR NEGLIGENCE OF ANY KIND, EXCEPT THAT EACH SHALL BE LIABLE FOR ITS OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCTexcept that each shall be liable for its own gross negligence or willful misconduct. Without limiting the generality of the foregoing, Agent (1) may treat the rights of any Participant under its Participation Agreement as continuing until Agent receives written notice of the assignment or transfer of those rights in accordance with such Participation Agreement, signed by such Participant and in form satisfactory to Agent; (2) may consult with legal counsel (including counsel for NAIExtreme), 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, unless the action taken or omitted constitutes misconduct; (3) makes no warranty or representation and shall not be responsible for any statements, warranties or representations made in or in connection with this Agreement or the other documents referenced herein; (4) 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 the Transaction Documents on the part of any party thereto, or to inspect the property (including the books and records) of any party thereto; (5) shall not be responsible to any Participant for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of any Transaction Document or any instrument or document furnished in connection therewith; (6) may rely upon the representations and warranties of NAIExtreme, Participants and Deposit Takers in exercising its powers hereunder; and (67) shall incur no liability under or in respect of the Transaction Documents by acting upon any notice, consent, certificate or other instrument or writing (including any telecopy, telegram, cable or telex) believed by it to be genuine and signed or sent by the proper Person or Persons.

Exculpation, Agent's Reliance, Etc. Neither Agent nor any of its directorsNEITHER AGENT NOR ANY OF ---------------------------------- ITS DIRECTORS, officersOFFICERS, agentsAGENTS, attorneysATTORNEYS, or employees shall be liable for any action taken or omitted to be taken by any of them under or in connection with this AgreementOR EMPLOYEES SHALL BE LIABLE FOR ANY ACTION TAKEN OR OMITTED TO BE TAKEN BY ANY OF THEM UNDER OR IN CONNECTION WITH THE LOAN DOCUMENTS, INCLUDING THEIR NEGLIGENCE OF ANY KIND, EXCEPT THAT EACH SHALL BE LIABLE FOR ITS OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. Without limiting the generality of the foregoing, Agent (1a) may treat the rights payee of any Participant under its Participation Agreement Note as continuing the holder thereof until Agent receives written notice of the assignment or transfer of those rights thereof in accordance with such Participation this Agreement, signed by such Participant payee and in form satisfactory to Agent; (2b) may consult with legal counsel (including counsel for NAIBorrower), 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, unless the action taken or omitted constitutes misconduct; (3c) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations made in or in connection with this Agreement or the other documents referenced hereinLoan Documents; (4d) 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 the Transaction Loan Documents on the part of any party thereto, Related Person or to inspect the property (including the books and records) of any party theretoRelated Person; (5e) shall not be responsible to any Participant Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of any Transaction Loan Document or any instrument or document furnished in connection therewith; (6f) may rely upon the representations and warranties of NAI, Participants the Related Persons and Deposit Takers Lenders in exercising its powers hereunder; and (6g) shall incur no liability under or in respect of the Transaction Loan Documents by acting upon any notice, consent, certificate or other instrument or writing (including any telecopy, telegram, cable or telex) believed by it to be genuine and signed or sent by the proper Person or Persons.

Exculpation, Agent's Reliance, Etc. Neither Agent nor any of its directors, officers, agents, attorneys, or employees shall be liable for any action taken or omitted to be taken by any of them under or in connection with this Agreementthe Loan Documents, INCLUDING THEIR NEGLIGENCE OF ANY KIND, EXCEPT THAT EACH SHALL BE LIABLE FOR ITS OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCTexcept that each shall be liable for its own gross negligence or willful misconduct. Without limiting the generality of the foregoing, Agent (1a) may treat the rights payee of any Participant under its Participation Agreement Note as continuing the holder thereof until Agent receives written notice of the assignment or transfer of those rights thereof in accordance with such Participation this Agreement, signed by such Participant payee and in form satisfactory to Agent; (2b) may consult with legal counsel (including counsel for NAIBorrower), 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, unless the action taken or omitted constitutes misconduct; (3c) makes no warranty or representation to any other Bank Party and shall not be responsible to any other Bank Party for any statements, warranties or representations made in or in connection with this Agreement or the other documents referenced hereinLoan Documents; (4d) 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 the Transaction Loan Documents on the part of any party thereto, Restricted Person or to inspect the property (including the books and records) of any party theretoRestricted Person; (5e) shall not be responsible to any Participant other Bank Party for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of any Transaction Loan Document or any instrument or document furnished in connection therewith; (6f) may rely upon the representations and warranties of NAI, Participants each Restricted Person and Deposit Takers the Lenders in exercising its powers hereunder; and (6g) shall incur no liability under or in respect of the Transaction Loan Documents by acting upon any notice, consent, certificate or other instrument or writing (including any telecopy, telegram, cable or telex) believed by it to be genuine and signed or sent by the proper Person or Persons.

Exculpation, Agent's Reliance, Etc. Neither the Agent ---------------------------------- nor any of its directors, officers, agents, attorneys, attorneys or employees shall be liable to the Borrower, any Affiliate of the Third Amended and Restated Senior Secured Credit Agreement Borrower, any Subsidiary of the Borrower, or any other Lender Party for any action taken or omitted to be taken by any of it or them under or in connection with this Agreement, INCLUDING THEIR NEGLIGENCE OF ANY KIND, EXCEPT THAT EACH SHALL BE LIABLE FOR ITS OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. Without limiting any Loan Document (a) with the generality consent or at the request of the foregoingRequired Lenders (or, as provided in Section 9.03, all the Lenders), or (b) in any other circumstances, except for its or their own gross negligence or wilful misconduct as determined by a final judgment of a court of competent jurisdiction. The Agent (1) makes no warranty or representation to any other Lender and shall not be responsible to any other Lender for any recitals, statements, warranties or representations made in, or in connection with, any Loan Document or for the execution, effectiveness, genuineness, validity, enforceability, collectibility, or sufficiency of any Loan Document or any financial information, opinions of counsel or other documents executed and delivered pursuant thereto, or for the financial condition of the Borrower, any Affiliate of the Borrower, or any Subsidiary of the Borrower. The Agent shall not be responsible to any Lender for the satisfaction of any condition specified in Article III. The Agent may treat the rights payee of any Participant under its Participation Agreement Note as continuing the holder thereof until the Agent receives written notice of the related assignment or transfer of those rights in accordance with such Participation Agreement, and acceptance documentation signed by such Participant holder and the assignee and in form satisfactory to the Agent; (2) may . The Agent shall be entitled to rely upon any notice, certificate or other writing believed by the Agent to be genuine and correct and to have been signed or sent by the proper Person or Persons. The Agent shall be entitled to consult with legal counsel (including counsel for NAI)counsel, independent public accountants and other experts selected by it the Agent and shall not be liable for any action taken or omitted to be taken act in good faith by it in accordance with reliance upon the advice of such counsel, accountants or experts, unless the action taken or omitted constitutes misconduct; (3) makes no warranty or representation counsel and shall not be responsible for any statements, warranties or representations made in or in connection with this Agreement or the other documents referenced herein; (4) 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 the Transaction Documents on the part of any party thereto, or to inspect the property (including the books experts concerning its actions and records) of any party thereto; (5) shall not be responsible to any Participant for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of any Transaction Document or any instrument or document furnished in connection therewith; (6) may rely upon the representations and warranties of NAI, Participants and Deposit Takers in exercising its powers duties hereunder; and (6) shall incur no liability under or in respect of the Transaction Documents by acting upon any notice, consent, certificate or other instrument or writing (including any telecopy, telegram, cable or telex) believed by it to be genuine and signed or sent by the proper Person or Persons.

Exculpation, Agent's Reliance, Etc. Neither Agent nor any of its directors, officers, agents, attorneys, or employees shall be liable for any action taken or omitted to be taken by any of them under or in connection with this Agreement, INCLUDING THEIR NEGLIGENCE OF ANY KIND, EXCEPT THAT EACH SHALL BE LIABLE FOR ITS OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCTexcept that this sentence shall not excuse any such Person from liability for its own Misconduct. Without limiting the generality of the foregoing, Agent (1) may treat the rights of any Participant under its Participation Agreement as continuing until Agent receives written notice of the assignment or transfer of those rights in accordance with such Participation Agreement, signed by such Participant and in form satisfactory to Agent; (2) may consult with legal counsel (including counsel for NAIInformix), 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, unless the action taken or omitted constitutes misconductMisconduct; (3) makes no warranty or representation and shall not be responsible for any statements, warranties or representations made in or in connection with this Agreement or the other documents referenced herein; (4) 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 the Transaction Documents on the part of any party thereto, or to inspect the property (including the books and records) of any party thereto; (5) shall not be responsible to any Participant for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of any Transaction Document or any instrument or document furnished in connection therewith; (6) may rely upon the representations and warranties of NAIInformix, Participants and Deposit Takers in exercising its powers hereunder; and (6) shall incur no liability under or in respect of the Transaction Documents by acting upon any notice, consent, certificate or other instrument or writing (including any telecopy, telegram, cable or telex) believed by it to be genuine and signed or sent by the proper Person or Persons.

Exculpation, Agent's Reliance, Etc. Neither Agent nor any of its directors, officers, agents, attorneys, or employees shall be liable for any action taken or omitted to be taken by any of them under or in connection with this Agreement, INCLUDING THEIR NEGLIGENCE OF ANY KIND, EXCEPT THAT EACH SHALL BE LIABLE FOR ITS OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCTexcept that each shall be liable for its own gross negligence or willful misconduct. Without limiting the generality of the foregoing, Agent (1) may treat the rights of any Participant under its Participation Agreement as continuing until Agent receives written notice of the assignment or transfer of those rights in accordance with such Participation Agreement, signed by such Participant and in form satisfactory to Agent; (2) may consult with legal counsel (including counsel for NAI), 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, unless the action taken or omitted constitutes misconduct; (3) makes no warranty or representation and shall not be responsible for any statements, warranties or representations made in or in connection with this Agreement or the other documents referenced herein; (4) 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 the Transaction Documents on the part of any party thereto, or to inspect the property (including the books and records) of any party thereto; (5) shall not be responsible to any Participant for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of any Transaction Document or any instrument or document furnished in connection therewith; (6) may rely upon the representations and warranties of NAI, Participants and Deposit Takers in exercising its powers hereunder; and (67) shall incur no liability under or in respect of the Transaction Documents by acting upon any notice, consent, certificate or other instrument or writing (including any telecopy, telegram, cable or telex) believed by it to be genuine and signed or sent by the proper Person or Persons.

Exculpation, Agent's Reliance, Etc. Neither Agent nor any of ---------------------------------- its directors, officers, agents, attorneys, or employees shall be liable for any action taken or omitted to be taken by any of them under or in connection with this Agreementthe Loan Documents, INCLUDING THEIR NEGLIGENCE OF ANY KIND, EXCEPT THAT EACH SHALL BE LIABLE FOR ITS OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCTexcept that each shall be liable for its own gross negligence or willful misconduct. Without limiting the generality of the foregoing, Agent (1a) may treat the rights payee of any Participant under its Participation Agreement Note as continuing the holder thereof until Agent receives written notice of the assignment or transfer of those rights thereof in accordance with such Participation this Agreement, signed by such Participant payee and in form satisfactory to Agent; (2b) may consult with legal counsel (including counsel for NAIBorrower), 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, unless the action taken or omitted constitutes misconduct; (3c) makes no warranty or representation to any other Lender and shall not be responsible to any other Lender Party for any statements, warranties or representations made in or in connection with this Agreement or the other documents referenced hereinLoan Documents; (4d) 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 the Transaction Loan Documents on the part of any party thereto, Restricted Person or to inspect the property (including the books and records) of any party theretoRestricted Person; (5e) shall not be responsible to any Participant other Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of any Transaction Loan Document or any instrument or document furnished in connection therewith; (6f) may rely upon the representations and warranties of NAI, Participants and Deposit Takers each Restricted Person or Lender Party in exercising its powers hereunder; and (6g) shall incur no liability under or in respect of the Transaction Loan Documents by acting upon any notice, consent, certificate or other instrument or writing (including any telecopy, telegram, cable or telex) believed by it to be genuine and signed or sent by the proper Person or Persons.

Exculpation, Agent's Reliance, Etc. (a) Neither Agent nor any of its directors, officers, agents, attorneys, or employees shall be liable for any action taken or omitted to be taken by any of them under or in connection with this Agreementthe Loan Documents, INCLUDING THEIR NEGLIGENCE OF ANY KIND, EXCEPT THAT EACH SHALL BE LIABLE FOR ITS OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCTexcept that each shall be liable for its own gross negligence or willful misconduct. Without limiting the generality of the foregoing, Agent (1a) may treat the rights payee of any Participant under its Participation Agreement Note as continuing the holder thereof until Agent receives written notice of the assignment or transfer of those rights thereof in accordance with such Participation this Agreement, signed by such Participant payee and in form satisfactory to Agent; (2) b may consult with legal counsel (including counsel for NAIthe Related Persons), 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, unless the action taken or omitted constitutes misconduct; (3c) makes no warranty or representation to any other Bank Party and shall not be responsible to any other Bank Party for any statements, warranties or representations made in or in connection with this Agreement or the other documents referenced hereinLoan Documents; (4d) 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 the Transaction Loan Documents on the part of any party thereto, the Related Persons or to inspect the property (including the books and records) of any party theretothe Related Persons; (5e) shall not be responsible to any Participant other Bank Party for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of any Transaction Loan Document or any instrument or document furnished in connection therewith; (6f) may rely upon the representations and warranties of NAI, Participants the Related Persons and Deposit Takers the Lenders in exercising its powers hereunder; and (6g) shall incur no liability under or in respect of the Transaction Loan Documents by acting upon any notice, consent, certificate or other instrument or writing (including any telecopy, telegram, cable or telex) believed by it to be genuine and signed or sent by the proper Person or Persons.

Exculpation, Agent's Reliance, Etc. Neither Agent nor any of its directors, officers, agents, attorneys, or employees shall be liable for any action taken or omitted to be taken by any of them under or in connection with this Agreement, INCLUDING THEIR NEGLIGENCE OF ANY KIND, EXCEPT THAT EACH SHALL BE LIABLE FOR ITS OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCTexcept that each shall be liable for its own gross negligence or willful misconduct. Without limiting the generality of the foregoing, Agent (1) may treat the rights of any Participant under its Participation Agreement as continuing until Agent receives written notice of the assignment or transfer of those rights in accordance with such Participation Agreement, signed by such Participant and in form satisfactory to Agent; (2) may consult with legal counsel (including counsel for NAISpecialty Laboratories), 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, unless the action taken or omitted constitutes misconduct; (3) makes no warranty or representation and shall not be responsible for any statements, warranties or representations made in or in connection with this Agreement or the other documents referenced herein; (4) 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 the Transaction Operative Documents on the part of any party thereto, or to inspect the property (including the books and records) of any party thereto; (5) shall not be responsible to any Participant for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of any Transaction Operative Document or any instrument or document furnished in connection therewith; (6) may rely upon the representations and warranties of NAISpecialty Laboratories, Participants and Deposit Takers in exercising its powers hereunder; and (67) shall incur no liability under or in respect of the Transaction Operative Documents by acting upon any notice, consent, certificate or other instrument or writing (including any telecopy, telegram, cable or telex) believed by it to be genuine and signed or sent by the proper Person or Persons.

Exculpation, Agent's Reliance, Etc. Neither Agent nor any of its directors, officers, agents, attorneys, or employees shall be liable to any Lender for any action taken or omitted to be taken by any of them under or in connection with this Agreementthe Loan Documents, INCLUDING THEIR NEGLIGENCE OF ANY KIND, EXCEPT THAT EACH SHALL BE LIABLE FOR ITS OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCTexcept that each shall be liable for its own gross negligence or willful misconduct. Without limiting the generality of the foregoing, Agent (1a) may treat the rights payee of any Participant under its Participation Agreement Note as continuing the holder thereof until Agent receives written notice of the assignment or transfer of those rights thereof in accordance with such Participation this Agreement, signed by such Participant payee and in form satisfactory to Agent; (2b) may consult with legal counsel (including counsel for NAIBorrower), 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, unless the action taken or omitted constitutes misconduct; (3c) makes no warranty or representation to any other Bank Party and shall not be responsible to any other Bank Party for any statements, warranties or representations made in or in connection with this Agreement or the other documents referenced hereinLoan Documents; (4d) 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 the Transaction Loan Documents on the part of any party thereto, Restricted Person or to inspect the property (including the books and records) of any party theretoRestricted Person; (5e) shall not be responsible to any Participant other Bank Party for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of any Transaction Loan Document or any instrument or document furnished in connection therewith; (6f) may rely upon the representations and warranties of NAI, Participants each Restricted Person and Deposit Takers the Lenders in exercising its powers hereunder; and (6g) shall incur no liability under or in respect of the Transaction Loan Documents by acting upon any notice, consent, certificate or other instrument or writing (including any telecopy, telegram, cable or telex) believed by it to be genuine and signed or sent by the proper Person or Persons.

Exculpation, Agent's Reliance, Etc. Neither Agent nor any of its directors, officers, agents, attorneys, or employees shall be liable for any action taken or omitted to be taken by any of them under or in connection with this Agreementthe Loan Documents, INCLUDING THEIR NEGLIGENCE OF ANY KIND, EXCEPT THAT EACH SHALL BE LIABLE FOR ITS OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCTexcept that each shall be liable for its own gross negligence or willful misconduct. Without limiting the generality of the foregoing, Agent (1a) may treat the rights payee of any Participant under its Participation Agreement Note as continuing the holder thereof until Agent receives written notice of the assignment or transfer of those rights thereof in accordance with such Participation this Agreement, signed by such Participant payee and in form satisfactory to Agent; (2b) may consult with legal counsel (including counsel for NAIBorrower), independent public accountants and other experts selected by it and shall not be 66 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, unless the action taken or omitted constitutes misconduct; (3c) makes no warranty or representation to any other Bank Party and shall not be responsible to any other Bank Party for any statements, warranties or representations made in or in connection with this Agreement or the other documents referenced hereinLoan Documents; (4d) 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 the Transaction Loan Documents on the part of any party thereto, Restricted Person or to inspect the property (including the books and records) of Borrower or any party theretoof its Subsidiaries; (5e) shall not be responsible to any Participant other Bank Party for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of any Transaction Loan Document or any instrument or document furnished in connection therewith; (6f) may rely upon the representations and warranties of NAI, Participants each Restricted Person and Deposit Takers the Lenders in exercising its powers hereunder; and (6g) shall incur no liability under or in respect of the Transaction Loan Documents by acting upon any notice, consent, certificate or other instrument or writing (including any telecopy, telegram, cable or telex) believed by it to be genuine and signed or sent by the proper Person or Persons; and (h) shall not be obligated to initiate or conduct any litigation or collection proceedings.

Exculpation, Agent's Reliance, Etc. Neither Agent nor any of its directors, officers, agents, attorneys, or employees shall be liable for any action taken or omitted to be taken by any of them under or in connection with this Agreementthe Loan Documents, INCLUDING THEIR NEGLIGENCE OF ANY KIND, EXCEPT THAT EACH SHALL BE LIABLE FOR ITS OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCTexcept that each shall be liable for its own gross negligence or willful misconduct. Without limiting the generality of the foregoing, Agent (1a) may treat the rights payee of any Participant under its Participation Agreement Note as continuing the holder thereof until Agent receives written notice of the assignment or transfer of those rights thereof in accordance with such Participation this Agreement, signed by such Participant payee and in form satisfactory to Agent; (2b) may consult with legal counsel (including counsel for NAIBorrower), 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, unless the action taken or omitted constitutes misconduct; (3c) makes no warranty or representation to any other Bank Party and shall not be responsible to any other Bank Party for any statements, warranties or representations made in or in connection with this Agreement or the other documents referenced hereinLoan Documents; (4d) 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 the Transaction Loan Documents on the part of any party thereto, Restricted Person or to inspect the property (including the books and records) of any party theretoRestricted Person; (5e) shall not be responsible to any Participant other Bank Party for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of any Transaction Loan Document or any instrument or document furnished in connection therewith; (6f) may rely upon the representations and warranties of NAI, Participants each Restricted Person and Deposit Takers the Lenders in exercising its powers hereunder; and (6g) shall incur no liability under or in respect of the Transaction Loan Documents by acting upon any notice, consent, certificate or other instrument or writing (including any telecopyfacsimile, telegram, cable or telex) believed by it to be genuine and signed or sent by the proper Person or Persons.

Exculpation, Agent's Reliance, Etc. Neither Agent nor any of ---------------------------------- its directors, officers, agents, attorneys, or employees shall be liable for any action taken or omitted to be taken by any of them under or in connection with this Agreement, INCLUDING THEIR NEGLIGENCE OF ANY KIND, EXCEPT THAT EACH SHALL BE LIABLE FOR ITS OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCTexcept that each shall be liable for its own gross negligence or willful misconduct. Without limiting the generality of the foregoing, Agent (1) may treat the rights of any Participant under its Participation Agreement as continuing until Agent receives written notice of the assignment or transfer of those rights in accordance with such Participation Agreement, signed by such Participant and in form satisfactory to Agent; (2) may consult with legal counsel (including counsel for NAIExtreme), 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, unless the action taken or omitted constitutes misconduct; (3) makes no warranty or representation and shall not be responsible for any statements, warranties or representations made in or in connection with this Agreement or the other documents referenced herein; (4) 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 the Transaction Documents on the part of any party thereto, or to inspect the property (including the books and records) of any party thereto; (5) shall not be responsible to any Participant for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of any Transaction Document or any instrument or document furnished in connection therewith; (6) may rely upon the representations and warranties of NAIExtreme, Participants and Deposit Takers in exercising its powers hereunder; and (67) shall incur no liability under or in respect of the Transaction Documents by acting upon any notice, consent, certificate or other instrument or writing (including any telecopy, telegram, cable or telex) believed by it to be genuine and signed or sent by the proper Person or Persons.

Exculpation, Agent's Reliance, Etc. Neither Agent nor any of its directors, officers, agents, attorneys, or employees shall be liable for any action taken or omitted to be taken by any of them under or in connection with this Agreementthe Loan Documents, INCLUDING THEIR NEGLIGENCE OF ANY KIND, EXCEPT THAT EACH SHALL BE LIABLE FOR ITS OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCTexcept that each shall be liable for its own gross negligence or willful misconduct. Without limiting the generality of the foregoing, Agent (1a) may treat the rights payee of any Participant under its Participation Agreement Note as continuing the holder thereof until Agent receives written notice of the assignment or transfer of those rights thereof in accordance with such Participation this Agreement, signed by such Participant payee and in form satisfactory to Agent; (2b) may consult with legal counsel (including counsel for NAIBorrower), 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, unless the action taken or omitted constitutes misconduct; (3c) makes no warranty or representation to any other Bank Party and shall not be responsible to any other Bank Party for any statements, warranties or representations made in or in connection with this Agreement or the other documents referenced hereinLoan Documents; (4d) 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 the Transaction Loan Documents on the part of any party thereto, Restricted Person or to inspect the property (including the books and records) of Borrower or any party theretoof its Subsidiaries; (5e) shall not be responsible to any Participant other Bank Party for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of any Transaction Loan Document or any instrument or document furnished in connection therewith; (6f) may rely upon the representations and warranties of NAI, Participants each Restricted Person and Deposit Takers the Lenders in exercising its powers hereunder; and (6g) shall incur no liability under or in respect of the Transaction Loan Documents by acting upon any notice, consent, certificate or other instrument or writing (including any telecopy, telegram, cable or telex) believed by it to be genuine and signed or sent by the proper Person or Persons; and (h) shall not be obligated to initiate or conduct any litigation or collection proceedings.

Exculpation, Agent's Reliance, Etc. Neither Agent nor any of its directors, officers, agents, attorneys, or employees shall be liable for any action taken or omitted to be taken by any of them under or in connection with this Agreement, INCLUDING THEIR NEGLIGENCE OF ANY KIND, EXCEPT THAT EACH SHALL BE LIABLE FOR ITS OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. Without limiting the generality of the foregoing, Agent (1) may treat the rights of any Participant under its Participation Agreement as continuing until Agent receives written notice of the assignment or transfer of those rights in accordance with such Participation Agreement, signed by such Participant and in form satisfactory to Agent; (2) may consult with legal counsel (including counsel for NAI), independent public accountants and other experts selected by it and shall not be liable for any action taken or 22 omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts, unless the action taken or omitted constitutes misconduct; (3) makes no warranty or representation and shall not be responsible for any statements, warranties or representations made in or in connection with this Agreement or the other documents referenced herein; (4) 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 the Transaction Documents on the part of any party thereto, or to inspect the property (including the books and records) of any party thereto; (5) shall not be responsible to any Participant for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of any Transaction Document or any instrument or document furnished in connection therewith; (6) may rely upon the representations and warranties of NAI, Participants and Deposit Takers in exercising its powers hereunder; and (6) shall incur no liability under or in respect of the Transaction Documents by acting upon any notice, consent, certificate or other instrument or writing (including any telecopy, telegram, cable or telex) believed by it to be genuine and signed or sent by the proper Person or Persons.

Exculpation, Agent's Reliance, Etc. (a) Neither Agent nor any of its directors, officers, agents, attorneys, or employees shall be liable for any action taken or omitted to be taken by any of them under or in connection with this Agreementthe Loan Documents, INCLUDING THEIR NEGLIGENCE OF ANY KINDincluding their negligence of any kind, EXCEPT THAT EACH SHALL BE LIABLE FOR ITS OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCTexcept that each shall be liable for its own gross negligence or willful misconduct. Without limiting the generality of the foregoing, Agent (1i) may treat the rights payee of any Participant under its Participation Agreement Note as continuing the holder thereof until Agent receives written notice of the assignment or transfer of those rights thereof in accordance with such Participation this Loan Agreement, signed by such Participant payee and in form satisfactory to Agent; (2ii) may consult with legal counsel (including counsel for NAIBorrower), 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, unless the action taken or omitted constitutes misconduct; (3iii) makes no warranty or representation to any other Bank Party and shall not be responsible to any other Bank Party for any statements, warranties or representations made in or in connection with this Agreement or the other documents referenced hereinLoan Documents; (4iv) 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 the Transaction Loan Documents on the part of any party thereto, Borrower or to inspect the property (including the books and records) of any party theretoBorrower; (5v) shall not be responsible to any Participant other Bank Party for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of any Transaction Loan Document or any instrument or document furnished in connection therewith; (6vi) may rely upon the representations and warranties of NAI, Participants Borrower and Deposit Takers the Lenders in exercising its powers hereunder; and (6vii) shall incur no liability under or in respect of the Transaction Loan Documents by acting upon any notice, consent, certificate or other instrument or writing (including any telecopy, telegram, cable or telex) believed by it to be genuine and signed or sent by the proper Person or Persons.

Exculpation, Agent's Reliance, Etc. Neither Agent nor any ---------------------------------- of its directors, officers, agents, attorneys, or employees shall be liable for any action taken or omitted to be taken by any of them under or in connection with this Agreementthe Loan Documents, INCLUDING THEIR NEGLIGENCE OF ANY KIND, EXCEPT THAT EACH SHALL BE LIABLE FOR ITS OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCTexcept that each shall be liable for its own gross negligence or willful misconduct. Without limiting the generality of the foregoing, Agent (1a) may treat the rights payee of any Participant under its Participation Agreement Note as continuing the holder thereof until Agent receives written notice of the assignment or transfer of those rights thereof in accordance with such Participation this Agreement, signed by such Participant payee and in form satisfactory to Agent; (2b) may consult with legal counsel (including counsel for NAIBorrower), 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, unless the action taken or omitted constitutes misconduct; (3c) makes no warranty or representation to any other Bank and shall not be responsible to any other Bank for any statements, warranties or representations made in or in connection with this Agreement or the other documents referenced hereinLoan Documents; (4d) 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 the Transaction Loan Documents on the part of any party thereto, Related Person or to inspect the property (including the books and records) of any party theretoRelated Person; (5e) shall not be responsible to any Participant other Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of any Transaction Loan Document or any instrument or document furnished in connection therewith; (6f) may rely upon the representations and warranties of NAI, Participants each Related Person and Deposit Takers the Banks in exercising its powers hereunder; and (6g) shall incur no liability under or in respect of the Transaction Loan Documents by acting upon any notice, consent, certificate or other instrument or writing (including any telecopy, telegram, cable or telex) believed by it to be genuine and signed or sent by the proper Person or Persons.

Exculpation, Agent's Reliance, Etc. Neither any Agent nor any of its directors, officers, agents, attorneys, or employees shall be liable for any action taken or omitted to be taken by any of them under or in connection with this Agreementthe Loan Documents, INCLUDING THEIR NEGLIGENCE OF ANY KIND, EXCEPT THAT EACH SHALL BE LIABLE FOR ITS OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCTexcept that each shall be liable for its own gross negligence or willful misconduct. Without limiting the generality of the foregoing, each Agent (1a) may treat the rights payee of any Participant under its Participation Agreement Note as continuing the holder thereof until such Agent receives written notice of the assignment or transfer of those rights thereof in accordance with such Participation this Agreement, signed by such Participant payee and in form satisfactory to such Agent; (2b) may consult with legal counsel (including counsel for NAIany 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, unless the action taken or omitted constitutes misconduct; (3c) makes no warranty or representation to any other Lender Party and shall not be responsible to any other Lender Party for any statements, warranties or representations made in or in connection with this Agreement or the other documents referenced hereinLoan Documents; (4d) 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 the Transaction Loan Documents on the part of any party thereto, Restricted Person or to inspect the property (including the books and records) of any party theretoRestricted Person; (5e) shall not be responsible to any Participant other Lender Party for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of any Transaction Loan Document or any instrument or document furnished in connection therewith; (6f) may rely upon the representations and warranties of NAI, Participants and Deposit Takers each Restricted Person or Lender Party in exercising its powers hereunder; and (6g) shall incur no liability under or in respect of the Transaction Loan Documents by acting upon any notice, consent, certificate or other instrument or writing (including any telecopyfacsimile, telegram, cable or telex) believed by it to be genuine and signed or sent by the proper Person or Persons.

Exculpation, Agent's Reliance, Etc. Neither Agent nor any of its directors, officers, agents, attorneys, or employees shall be liable for any action taken or omitted to be taken by any of them under or in connection with this Agreementthe Loan Documents, INCLUDING THEIR NEGLIGENCE OF ANY KINDincluding their negligence of any kind, EXCEPT THAT EACH SHALL BE LIABLE FOR ITS OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCTexcept that each shall be liable for its own gross negligence or willful misconduct. Without limiting the generality of the foregoing, Agent (1a) may treat the rights payee of any Participant under its Participation Agreement Note as continuing the holder thereof until Agent receives written notice of the assignment or transfer of those rights thereof in accordance with such Participation this Agreement, signed by such Participant payee and in form satisfactory to Agent; (2b) may consult with legal counsel (including counsel for NAIBorrower), 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, unless the action taken or omitted constitutes misconduct; (3c) makes no warranty or representation to any other Lender and shall not be responsible to any other Lender Party for any statements, warranties or representations made in or in connection with this Agreement or the other documents referenced hereinLoan Documents; (4d) shall not have any duty duty. to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of the Transaction Loan Documents on the part of any party thereto, Restricted Person or to inspect the property (including the books and records) of any party theretoRestricted Person; (5e) shall not be responsible to any Participant other Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of any Transaction Loan Document or any instrument or document furnished in connection therewith; (6f) may rely upon the representations and warranties of NAI, Participants and Deposit Takers each Restricted Person or Lender Party in exercising its powers hereunder; and (6g) shall incur no liability under or in respect of the Transaction Loan Documents by acting upon any notice, consent, certificate or other instrument or writing (including any telecopy, telegram, cable or telex) believed by it to be genuine and signed or sent by the proper Person or Persons.