Common use of Reliance; Limitation on Liability Clause in Contracts

Reliance; Limitation on Liability. (a) Each of the Resigning Agent (solely with respect to performing its obligations under this Agreement) and the Successor Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing reasonably believed by it to be genuine and to have been executed or sent by the proper Person. Each of the Resigning Agent (solely with respect to performing its obligations under this Agreement) and the Successor Agent may also rely upon any statement made to it orally or by telephone and reasonably believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. Each of the Resigning Agent (solely with respect to performing its obligations under this Agreement) and the Successor Agent may consult with legal counsel, independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts upon which they rely in good faith. (b) Successor Agent shall be entitled to conclusively rely upon, and shall not incur any liability for relying upon, the records and other information supplied to it by the Resigning Agent, the Borrower or any of their respective Affiliates, and in no event shall the Successor Agent have any liability in respect of the calculations, determinations or distributions made by the Lenders or the Resigning Agent prior to the effectiveness of this Agreement, nor shall the Successor Agent have any liability after the effectiveness of this Agreement to the extent that any calculation, determination or distribution is made by it based in whole or in part on information supplied to it by the Resigning Agent, the Borrower or any of their respective Affiliates. (c) The parties hereto acknowledge and agree that, immediately after giving effect to this Agreement and the assignments contemplated by this Agreement, Wilmington, in its capacity as Successor Agent, shall have no obligation to (i) extend credit to any Person, or (ii) pay any cost or expense of, or fee to, any Person.

Reliance; Limitation on Liability. (ai) Each of the Resigning Agent (solely with respect to performing its obligations under this Agreement) and the Successor Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing reasonably believed by it to be genuine and to have been executed or sent by the proper Person. Each of the Resigning Agent (solely with respect to performing its obligations under this Agreement) and the Successor Agent may also rely upon any statement made to it orally or by telephone and reasonably believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. Each of the Resigning Agent (solely with respect to performing its obligations under this Agreement) and the Successor Agent may consult with legal counsel, independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts upon which they rely in good faith. (bii) Successor Agent shall be entitled to conclusively rely upon, and shall not incur any liability for relying upon, the records and other information supplied to it by the Resigning Agent, the Borrower or any of their respective Affiliates, and in no event shall the Successor Agent have any liability in respect of the calculations, determinations or distributions made by the Lenders or the Resigning Agent prior to the effectiveness of this Agreement, nor shall the Successor Agent have any liability after the effectiveness of this Agreement to the extent that any calculation, determination or distribution is made by it based in whole or in part on information supplied to it by the Resigning Agent, the Borrower or any of their respective Affiliates. (c) The parties hereto acknowledge and agree that, immediately after giving effect to this Agreement and the assignments contemplated by this Agreement, Wilmington, in its capacity as Successor Agent, shall have no obligation to (i) extend credit to any Person, or (ii) pay any cost or expense of, or fee to, any Person.. 135

Reliance; Limitation on Liability. (a) Each of the Resigning Existing Agent (solely with respect to performing its obligations under this Agreement) and the Successor Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing reasonably believed by it to be genuine and to have been executed or sent by the proper Person. Each of the Resigning Existing Agent (solely with respect to performing its obligations under this Agreement) and the Successor Agent may also rely upon any statement made to it orally or by telephone and reasonably believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. Each of the Resigning Existing Agent (solely with respect to performing its obligations under this Agreement) and the Successor Agent may consult with legal counsel, independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts upon which they rely in good faith. (b) The Successor Agent shall be entitled to conclusively rely upon, and shall not incur any liability for relying upon, the records records, registers and other information Information supplied to it by the Resigning Existing Agent, the Borrower Borrowers or any of their respective Affiliates, and in no event shall the Successor Agent have any liability in respect of the calculations, determinations or distributions made by the Lenders or the Resigning Existing Agent prior to the effectiveness of this Agreement, nor shall the Successor Agent have any liability after the effectiveness of this Agreement to the extent that any calculation, determination or distribution is made by it based in whole or in part on information supplied to it by the Resigning Existing Agent, the Borrower Borrowers or any of their respective Affiliates. (c) The parties hereto acknowledge and agree that, that immediately after giving effect to this Agreement the Effective Date and the assignments and amendments contemplated by this Agreement, Wilmington, in its capacity as Successor Administrative Agent, shall have no obligation to (i) extend credit to any Person, including, without limitation, in respect of any outstanding Letter of Credit, or (ii) pay any cost or expense of, or fee to, any Person, including, without limitation, the Insurance Advisor or the Construction Consultant, if any. (d) The parties hereto acknowledge and agree that Wilmington understands that all of the engagements with each of the Construction Consultant and the Insurance Advisor entered into by the Borrower, Bank of America, or any other party in connection with the Credit Agreement, the Disbursement Agreement and the other Loan Documents have either been terminated or have expired in accordance with their terms, and that Wilmington shall have no obligations or duties in respect of such engagements.

Reliance; Limitation on Liability. (a) Each of the Resigning Existing Agent (solely with respect to performing its obligations under this Agreement) and the Successor Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing reasonably believed by it to be genuine and to have been executed or sent by the proper Person. Each of the Resigning Existing Agent (solely with respect to performing its obligations under this Agreement) and the Successor Agent may also rely upon any statement made to it orally or by telephone and reasonably believed by it to have been made by the proper Personperson, and shall not incur any liability for relying thereon. Each of the Resigning Existing Agent (solely with respect to performing its obligations under this Agreement) and the Successor Agent may consult with legal counsel, independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts upon which they rely in good faith. (b) The Successor Agent shall be entitled to conclusively rely upon, and shall not incur any liability for relying upon, the records records, registers and other information Information supplied to it by the Resigning Existing Agent, the Borrower or any of their respective Affiliates, and in no event shall the Successor Agent have any liability in respect of the calculations, determinations or distributions made by the Lenders or the Resigning Existing Agent prior to the effectiveness of this Agreement, nor shall the Successor Agent have any liability after the effectiveness of this Agreement to the extent that any calculation, determination or distribution is made by it based in whole or in part on information supplied to it by the Resigning Existing Agent, the Borrower or any of their respective Affiliates. (c) The parties hereto acknowledge and agree that, that immediately after giving effect to this Agreement the Effective Date and the assignments and amendments contemplated by this Agreement, Wilmington, in its capacity as Successor Disbursement Agent, shall have no obligation to (i) extend credit to any Person, or (ii) pay any cost or expense of, or fee to, any Person, including, without limitation, the Insurance Advisor or the Construction Consultant, if any.

Reliance; Limitation on Liability. (a) Each of the Resigning Agent (solely with respect to performing its obligations under this Agreement) and the Successor Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing reasonably believed by it to be genuine and to have been executed or sent by the proper Person. Each of the Resigning Agent (solely with respect to performing its obligations under this Agreement) and the Successor Agent may also rely upon any statement made to it orally or by telephone and reasonably believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. Each of the Resigning Agent (solely with respect to performing its obligations under this Agreement) and the Successor Agent may consult with legal counsel, independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts upon which they rely in good faith. (b) The Successor Agent shall be entitled to conclusively rely upon, and shall not incur any liability for relying upon, the records and other information supplied to it by the Resigning Agent, the Borrower Loan Parties, any Lender or any of their respective Affiliates, Affiliates and in no event shall the Successor Agent have any liability in respect of the calculations, determinations or distributions made by the Lenders Lenders, any of the Loan Parties or the Resigning Agent prior to the effectiveness of this AgreementEffective Date, nor shall the Successor Agent have any liability after the effectiveness of this Agreement with respect to the extent that any calculation, determination or distribution that is made by it based in whole or in part (but solely to the extent of such part) on information supplied to it by the Resigning Agent, any Lender, any of the Borrower Loan Parties or any of their respective Affiliates. (b) The Resigning Agent shall be entitled to conclusively rely upon, and shall not incur any liability for relying upon, the records and other information supplied to it by the Successor Agent, the Loan Parties, any Lender or any of their respective Affiliates and in no event shall the Resigning Agent have any liability in respect of the calculations, determinations or distributions made by the Lenders, any of the Loan Parties or the Successor Agent after the Retirement Date, nor shall the Resigning Agent have any liability with respect to any calculation, determination or distribution that is made by it based in whole or in part (but solely to the extent of such part) on information supplied to it by the Successor Agent, any Lender, any of the Loan Parties or any of their respective Affiliates. (c) The parties hereto acknowledge and agree that, immediately after giving effect to this Agreement and the assignments contemplated by this Agreement, WilmingtonBofA, in its capacity as Successor Agent, shall have no obligation to, in each case other than to the extent expressly required by the Credit Agreement and the other Loan Documents, (i) extend credit to any Person, or (ii) pay any cost or expense of, or fee to, any Person, including, without limitation, the Resigning Agent or the Lenders.

Reliance; Limitation on Liability. (a) Each of the Resigning Agent (solely with respect to performing its obligations under this Agreement) and the Successor Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing reasonably believed by it to be genuine and to have been executed or sent by the proper Person. Each of the Resigning Agent (solely with respect to performing its obligations under this Agreement) and the Successor Agent may also rely upon any statement made to it orally or by telephone and reasonably believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. Each of the Resigning Agent (solely with respect to performing its obligations under this Agreement) and the Successor Agent may consult with legal counsel, independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts upon which they rely in good faith. (b) Successor Agent shall be entitled to conclusively rely upon, and shall not incur any liability for relying upon, the records and other information supplied to it by the Resigning Agent, the Borrower Borrowers or any of their respective Affiliates, and in no event shall the Successor Agent have any liability in respect of the calculations, determinations or distributions made by the Lenders or the Resigning Agent prior to the effectiveness of this Agreement, nor shall the Successor Agent have any liability after the effectiveness of this Agreement to the extent that any calculation, determination or distribution is made by it based in whole or in part on information supplied to it by the Resigning Agent, the Borrower Borrowers or any of their respective Affiliates. (c) The parties hereto acknowledge and agree that, immediately after giving effect to this Agreement and the assignments contemplated by this Agreement, Wilmington, in its capacity as Successor Agent, shall have no obligation to (i) extend credit to any Person, or (ii) pay any cost or expense of, or fee to, any Person.

Reliance; Limitation on Liability. (a) Each of the Resigning Agent (solely with respect to performing its obligations under this AgreementAmendment) and the Successor Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing reasonably believed by it to be genuine and to have been executed or sent by the proper Person. Each of the Resigning Agent (solely with respect to performing its obligations under this AgreementAmendment) and the Successor Agent may also rely upon any statement made to it orally or by telephone and reasonably believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. Each of the Resigning Agent (solely with respect to performing its obligations under this AgreementAmendment) and the Successor Agent may consult with legal counsel, independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts upon which they rely in good faith. (b) Successor Agent shall be entitled to conclusively rely upon, and shall not incur any liability for relying upon, the records and other information supplied to it by the Resigning Agent, the Borrower or any of their respective Affiliates, and in no event shall the Successor Agent have any liability in respect of the calculations, determinations or distributions made by the Lenders or the Resigning Agent prior to the effectiveness of this AgreementAmendment, nor shall the Successor Agent have any liability after the effectiveness of this Agreement Amendment to the extent that any calculation, determination or distribution is made by it based in whole or in part on information supplied to it by the Resigning Agent, the Borrower or any of their respective Affiliates. (c) The parties hereto acknowledge and agree that, immediately after giving effect to this Agreement and the assignments contemplated by this Agreement, Wilmington, in its capacity as Successor Agent, shall have no obligation to (i) extend credit to any Person, or (ii) pay any cost or expense of, or fee to, any Person.