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

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative Agent: (i) may consult with legal counsel (including counsel for the Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (ii) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement; (iii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement on the part of the Borrower or to inspect the property (including the books and records) of the Borrower; (iv) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, this Agreement or any other instrument or document furnished pursuant hereto; and (v) shall incur no liability under or in respect of this Agreement by acting upon any notice, consent, certificate or other instrument or writing (which may be by facsimile, e-mail, electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and signed or sent by the proper party or parties.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement, except for its or their respective own gross negligence or willful misconduct. Without limitation of limiting the generality of the foregoing, the Administrative Agent: (i) the Administrative Agent may consult with legal counsel (including counsel for the Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (ii) the Administrative Agent makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement; (iii) the Administrative Agent shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement on the part of the Borrower or to inspect the property (including the books and records) of the Borrower; (iv) the Administrative Agent shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, this Agreement or any other instrument or document furnished pursuant hereto; and (v) the Administrative Agent shall not incur no any liability under or in respect of this Agreement by acting upon any notice, consent, certificate or other instrument or writing (which may be by facsimile, e-mail, electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and signed or sent by the proper party or parties.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them as Administrative Agent under or in connection with this AgreementAgreement or any of the other Transaction Documents, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of limiting the foregoing, the Administrative Agent: (i) may consult with legal counsel (including counsel for the BorrowerSeller or the Originator), 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; (ii) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement; (iii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any of the other Transaction Documents on the part of the Borrower Seller, the Originator, or the Servicer or to inspect the property (including the books and records) of the BorrowerSeller, the Originator, or the Servicer; (iv) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value ofof this Agreement, or any of the perfection or priority of any lien or security interest created or purported to be created under or in connection with, this Agreement other Transaction Documents or any other instrument or document furnished pursuant heretohereto or thereto; and (v) shall incur no liability under or in respect of this Agreement or any of the other Transaction Documents by acting upon any noticenotice (including notice by telephone), consent, certificate or other instrument or writing (which may be by facsimile, e-mail, electronic message, Internet or intranet website posting or other distributiontelex) believed by it to be genuine and signed or sent by the proper party or parties.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative Agent: (i) may consult with legal counsel (including counsel for the Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (ii) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement; (iii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement on the part of the Borrower or to inspect the property (including the books and records) of the Borrower; (iv) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, this Agreement or any other instrument or document furnished pursuant hereto; and (v) shall incur no liability under or in respect of this Agreement by acting upon any notice, consent, certificate or other instrument or writing (which may be by facsimiletelecopier, e-mailtelegram, electronic message, Internet cable or intranet website posting or other distributiontelex) believed by it to be genuine and signed or sent by the proper party or parties.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them as Administrative Agent under or in connection with this AgreementAgreement or any of the other Transaction Documents, except for its or their own gross negligence negligence, bad faith or willful misconduct. Without limitation of the generality of limiting the foregoing, the Administrative Agent: (i) may consult with legal counsel (including counsel for the Borrower), independent 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; (ii) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made by any other Person in or in connection with this Agreement; (iii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any of the other Transaction Documents on the part of the Borrower or the Collateral Manager or to inspect the property (including the books and records) of the BorrowerBorrower or the Collateral Manager; (iv) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value ofof this Agreement, or any of the perfection or priority of any lien or security interest created or purported to be created under or in connection with, this Agreement other Transaction Documents or any other instrument or document furnished pursuant heretohereto or thereto; and (v) shall incur no liability under or in respect of this Agreement or any of the other Transaction Documents by acting upon any noticenotice (including notice by telephone), consent, certificate or other instrument or writing (which may be by facsimile, e-mail, electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and signed or sent by the proper party or parties.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them as Administrative Agent under or in connection with this AgreementAgreement or any of the other Transaction Documents, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of limiting the foregoing, the Administrative Agent: (i) may consult with legal counsel (including counsel for the BorrowerBorrower or the Originator), 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; (ii) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement; (iii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any of the other Transaction Documents on the part of the Borrower Borrower, the Originator, or the Servicer or to inspect the property (including the books and records) of the Borrower, the Originator, or the Servicer; (iv) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value ofof this Agreement, or any of the perfection or priority of any lien or security interest created or purported to be created under or in connection with, this Agreement other Transaction Documents or any other instrument or document furnished pursuant heretohereto or thereto; and (v) shall incur no liability under or in respect of this Agreement or any of the other Transaction Documents by acting upon any noticenotice (including notice by telephone), consent, certificate or other instrument or writing (which may be by facsimile, e-mail, electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and signed or sent by the proper party or parties.

Administrative Agent’s Reliance, Etc. Neither the any Administrative Agent nor any of its directors, officers, agents or employees of an Administrative Agent shall be liable for any action taken or omitted to be taken by it or them as Administrative Agent under or in connection with this AgreementAgreement or any of the other Transaction Documents, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of limiting the foregoing, the each Administrative Agent: (i) may consult with legal counsel (including counsel for the Borrowerany Parent Group Member), 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; (ii) makes no warranty or representation to any Lender Investor and shall not be responsible to any Lender Investor for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement; (iii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any of the other Transaction Documents on the part of any Parent Group Member or the Borrower Collection Agent or to inspect the property (including the books and records) of any Parent Group Member or the BorrowerCollection Agent; (iv) shall not be responsible to any Lender Investor for the due execution, legality, validity, enforceability, genuineness, sufficiency or value ofof this Agreement, or any of the perfection or priority of any lien or security interest created or purported to be created under or in connection with, this Agreement other Transaction Documents or any other instrument or document furnished pursuant heretohereto or thereto; and (v) shall incur no liability under or in respect of this Agreement or any of the other Transaction Documents by acting upon any noticenotice (including notice by telephone), consent, certificate or other instrument or writing (which may be by facsimile, e-mail, electronic message, Internet or intranet website posting or other distributiontelex) believed by it to be genuine and signed or sent by the proper party or parties.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative Agent: (i) may consult with legal counsel (including counsel for the Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (ii) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement; (iii) shall not have any duty to ascertain or to inquire as to the performance performance, observance or observance satisfaction of any of the terms, covenants or conditions of this Agreement on the part of the Borrower or the existence at any time of any Default or to inspect the property (including the books and records) of the Borrower; (iv) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or or, if applicable, the perfection or priority of any lien or security interest created or purported to be created under or in connection with, this Agreement or any other instrument or document furnished pursuant hereto; and (v) shall incur no liability under or in respect of this Agreement by acting upon any notice, consent, certificate or other instrument or writing (which may be by facsimiletelecopier, e-mail, telegram or electronic message, Internet or intranet website posting or other distributioncommunication) believed by it to be genuine and signed or sent by the proper party or parties.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them as Administrative Agent under or in connection with this AgreementAgreement or any of the other Transaction Documents, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of limiting the foregoing, the Administrative Agent: (i) may consult with legal counsel (including counsel for the BorrowerTransferor or the Seller), 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; (ii) makes no warranty or representation to any Lender Class Investor and shall not be responsible to any Lender Class Investor for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement; (iii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any of the other Transaction Documents on the part of the Borrower Transferor, the Collection Agent or Tech Data or to inspect the property (including the books and records) of the Borrower; Transferor, the Collection Agent or Tech Data (iv) shall not be responsible to any Lender Class Investor for the due execution, legality, validity, enforceability, genuineness, sufficiency or value ofof this Agreement, or any of the perfection or priority of any lien or security interest created or purported to be created under or in connection with, this Agreement other Transaction Documents or any other instrument or document furnished pursuant heretohereto or thereto; and (v) shall incur no liability under or in respect of this Agreement or any of the other Transaction Documents by acting upon any noticenotice (including notice by telephone), consent, certificate or other instrument or writing (which may be by facsimile, e-mail, electronic message, Internet or intranet website posting or other distributiontelex) believed by it to be genuine and signed or sent by the proper party or parties.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable to the Banks for any action taken or omitted to be taken by it or them under or in connection with this Agreement, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative Agent: (i) may consult with legal counsel (including counsel for the Borrower), independent public accountants and other experts selected by it and shall not be liable to the Banks 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; (ii) makes no warranty or representation to any Lender Bank and shall not be responsible to any Lender Bank for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement; (iii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement on the part of the Borrower or to inspect the property (including the books and records) of the BorrowerBorrower or any of its Subsidiaries; (iv) shall not be responsible to any Lender Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, this Agreement or any other instrument or document furnished pursuant hereto; and (v) shall incur no liability to the Banks under or in respect of this Agreement by acting upon any notice, consent, certificate or other instrument or writing (which may be by facsimiletelecopier, e-mailtelegram, electronic message, Internet cable or intranet website posting or other distributiontelex) believed by it to be genuine and signed or sent by the proper party or parties.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative Agent: (i) may consult with legal counsel (including counsel for the BorrowerCompany), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (ii) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement; (iii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement on the part of the Borrower Company or to inspect the property (including the books and records) of the BorrowerCompany; (iv) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, this Agreement or any other instrument or document furnished pursuant hereto; and (v) shall incur no liability under or in respect of this Agreement by acting upon any notice, consent, certificate or other instrument or writing (which may be by facsimiletelegram, e-mailtelecopy, electronic message, Internet cable or intranet website posting or other distributiontelex) believed by it to be genuine and signed or sent by the proper party or parties.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable to the Lenders for any action taken or omitted to be taken by it or them under or in connection with this Agreement, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative Agent: (i) may consult with legal counsel (including counsel for the Borrower), independent public accountants and other experts selected by it and shall not be liable to the Lenders 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; (ii) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement; (iii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement on the part of the Borrower or to inspect the property (including the books and records) of the BorrowerBorrower or any of its Subsidiaries; (iv) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, this Agreement or any other instrument or document furnished pursuant hereto; and (v) shall incur no liability to the Lenders under or in respect of this Agreement by acting upon any notice, consent, certificate or other instrument or writing (which may be by facsimiletelecopier, e-mailtelegram, electronic message, Internet cable or intranet website posting or other distributiontelex) believed by it to be genuine and signed or sent by the proper party or parties.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative Agent: (i) may consult with legal counsel (including counsel for the Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (ii) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement; (iii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement on the part of the Borrower or to inspect the property (including the books and records) of the BorrowerBorrower except as specifically set forth in this Agreement; (iv) shall not be responsible to any Lender for the due execution, legality, validity, enforceabilityenforce ability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, this Agreement or any other instrument or document furnished pursuant hereto; and (v) shall incur no liability under or in respect of this Agreement by acting upon any notice, consent, certificate or other instrument or writing (which may be by facsimiletelecopier, e-mail, electronic message, Internet telegram or intranet website posting or other distributiontelex) believed by it to be genuine and signed or sent by the proper party or parties.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them as Administrative Agent under or in connection with this AgreementAgreement or any of the other Transaction Documents, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of limiting the foregoing, the Administrative Agent: (i) may consult with legal counsel (including counsel for the BorrowerSellers or the Originators), 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; (ii) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement; (iii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any of the other Transaction Documents on the part of the Borrower Sellers, the Originators, or the Servicer or to inspect the property (including the books and records) of the BorrowerSellers, the Originators, or the Servicer; (iv) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value ofof this Agreement, or any of the perfection or priority of any lien or security interest created or purported to be created under or in connection with, this Agreement other Transaction Documents or any other instrument or document furnished pursuant heretohereto or thereto; and (v) shall incur no liability under or in respect of this Agreement or any of the other Transaction Documents by acting upon any noticenotice (including notice by telephone), consent, certificate or other instrument or writing (which may be by facsimile, e-mail, electronic message, Internet or intranet website posting or other distributiontelex) believed by it to be genuine and signed or sent by the proper party or parties.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreementthe Credit Documents, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative Agent: Agent (ia) may treat any Lender that has signed this Agreement, an Assignment and Assumption or a Joinder Agreement as the holder of the applicable portion of the Obligations; (b) may consult with legal counsel (including legal counsel for the Borrowerany Credit Party), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such legal counsel, accountants or experts; (iic) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreementthe Credit Documents; (iiid) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement any Credit Document on the part of the Borrower any Credit Party or to inspect the property (including the books and records) of the Borrowerany Credit Party; (ive) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, this Agreement Credit Document or any other instrument or document furnished pursuant heretothereto; and (vf) shall incur no liability under or in respect of this Agreement any Credit Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by facsimile, e-mail, electronic message, Internet telecopier or intranet website posting or other distributionotherwise) believed by it to be genuine and signed or sent by the proper party or parties.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable to the Banks for any action taken or omitted to be taken by it or them under or in connection with this Agreement, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative Agent: (i) may consult with legal counsel (including counsel for the BorrowerCompany), independent public accountants and other experts selected by it and shall not be liable to the Banks 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; (ii) makes no warranty or representation to any Lender Bank and shall not be responsible to any Lender Bank for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement; (iii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement on the part of the Borrower Company or to inspect the property (including the books and records) of the BorrowerCompany or any of its Subsidiaries; (iv) shall not be responsible to any Lender Bank for the due executionexecution (other than its own), legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, this Agreement or any other related agreement, instrument or document furnished pursuant hereto; and (v) shall incur no liability to the Banks under or in respect of this Agreement by acting upon any notice, consent, certificate or other instrument or writing (which may be by facsimiletelecopier, e-mailtelegram, electronic message, Internet cable or intranet website posting or other distributiontelex) reasonably believed by it to be genuine and signed or sent by the proper party or parties.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them as Administrative Agent under or in connection with this AgreementAgreement or any of the other Transaction Documents, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of limiting the foregoing, the Administrative Agent: (i) may consult with legal counsel (including counsel for the BorrowerSeller or the Originator), 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; (ii) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement; (iii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any of the other Transaction Documents on the part of the Borrower Seller, the Originator, or the Servicer or to inspect the property (including the books and records) of the BorrowerSeller, the Originator, or the Servicer; (iv) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value ofof this Agreement, or any of the perfection or priority of any lien or security interest created or purported to be created under or in connection with, this Agreement other Transaction Documents or any other instrument or document furnished pursuant heretohereto or thereto; and (v) shall incur no liability under or in respect of this Agreement or any of the other Transaction Documents by acting upon any noticenotice (including notice by telephone), consent, certificate or other instrument or writing (which may be by facsimile, e-mail, electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and signed or sent by the proper party or parties.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative Agent: Agent (i) may consult with legal counsel (including counsel for the BorrowerSeller), 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; (ii) makes no warranty or representation to any Lender Person and shall not be responsible to any Lender Person for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement; (iii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement on the part of the Borrower Seller, or of any Transfer Agreement on the part of the Seller or the Originator a party thereto, or to inspect the property (including the books and records) of the BorrowerSeller or any Originator; (iv) shall not be responsible to any Lender Purchaser for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, of this Agreement or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, this Transfer Agreement or any other instrument or document furnished pursuant hereto; and (v) shall incur no liability under or in respect of this Agreement by acting upon any notice, consent, certificate or other instrument or writing (which may be by facsimile, e-mailtelegram, electronic message, Internet cable or intranet website posting or other distributiontelex) believed by it to be genuine and signed or sent by the proper party or parties.

Administrative Agent’s Reliance, Etc. Neither the any Administrative Agent nor any of its directors, officers, agents or employees of an Administrative Agent shall be liable for any action taken or omitted to be taken by it or them as Administrative Agent under or in connection with this AgreementAgreement or any of the other Transaction Documents, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of limiting the foregoing, the each Administrative Agent: (i) may consult with legal counsel (including counsel for the Borrowerany Parent Group Member), 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; (ii) makes no warranty or representation to any Lender Investor and shall not be responsible to any Lender Investor for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement; (iii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any of the other Transaction Documents on the part of any Parent Group Member or the Borrower Collection Agent or to inspect the property (including the books and records) of any Parent Group Member or the BorrowerCollection Agent; (iv) shall not be responsible to any Lender Investor for the due execution, legality, validity, enforceability, genuineness, sufficiency or value ofof this Agreement, or any of the perfection or priority of any lien or security interest created or purported to be created under or in connection with, this Agreement other Transaction Documents or any other instrument or document furnished pursuant heretohereto or thereto; and (v) shall incur no liability under or in respect of this Agreement or any of the other Transaction Documents by acting upon any noticenotice (including notice by telephone), consent, certificate or other instrument or writing (which may be by facsimile, e-mail, electronic message, Internet or intranet website posting or other distributiontelex) believed by it to be genuine and signed or sent by the proper party or parties.. ​

Administrative Agent’s Reliance, Etc. Neither the any Administrative Agent nor any of its directors, officers, agents or employees of an Administrative Agent shall be liable for any action taken or omitted to be taken by it or them as Administrative Agent under or in connection with this AgreementAgreement or any of the other Transaction Documents, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of limiting the foregoing, the each Administrative Agent: (i) may consult with legal counsel (including counsel for the Borrowerany Parent Group Member), 56 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; (ii) makes no warranty or representation to any Lender Investor and shall not be responsible to any Lender Investor for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement; (iii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any of the other Transaction Documents on the part of any Parent Group Member or the Borrower Collection Agent or to inspect the property (including the books and records) of any Parent Group Member or the BorrowerCollection Agent; (iv) shall not be responsible to any Lender Investor for the due execution, legality, validity, enforceability, genuineness, sufficiency or value ofof this Agreement, or any of the perfection or priority of any lien or security interest created or purported to be created under or in connection with, this Agreement other Transaction Documents or any other instrument or document furnished pursuant heretohereto or thereto; and (v) shall incur no liability under or in respect of this Agreement or any of the other Transaction Documents by acting upon any noticenotice (including notice by telephone), consent, certificate or other instrument or writing (which may be by facsimile, e-mail, electronic message, Internet or intranet website posting or other distributiontelex) believed by it to be genuine and signed or sent by the proper party or parties.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative Agent: (i) may consult with legal counsel (including counsel for the BorrowerCompany), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (ii) makes no warranty or representation to any Lender Bank and shall not be responsible to any Lender Bank for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement; (iii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement on the part of the Borrower Company or to inspect the property (including the books and records) of the BorrowerCompany; (iv) shall not be responsible to any Lender Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, this Agreement or any other instrument or document furnished pursuant hereto; and (v) shall incur no liability under or in respect of this Agreement by acting upon any notice, consent, certificate or other instrument or writing (which may be by facsimiletelecopier, e-mailtelegram, electronic message, Internet cable or intranet website posting or other distributiontelex) believed by it to be genuine and signed or sent by the proper party or parties.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreementthe Loan Documents, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative Agent: (ia) may consult with legal counsel (including counsel for the BorrowerACE), 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; (iib) makes no warranty or representation to any Lender Bank and shall not be responsible to any Lender Bank for any statementsstatement, warranties warranty or representations representation (whether written or oral) made in or in connection with this the Loan Documents (except for statements, warranties and representations made to ACE in the Pricing Agreement); (iiic) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement any Loan Document on the part of the Borrower ACE or to inspect the property (including the books and records) of the BorrowerACE; (ivd) shall not be responsible to any Lender Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest Lien created or purported to be created under or in connection with, this Agreement any Loan Document or any other instrument or document furnished pursuant heretothereto; and (ve) shall incur no liability under or in respect of this Agreement any Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by facsimile, e-mail, electronic message, Internet or intranet website posting or other distribution) reasonably believed by it to be genuine and signed or sent by the proper party or parties.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreementthe Loan Documents, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative Agent: (ia) may consult with legal counsel (including counsel for the Borrowerany Loan Party), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (iib) makes no warranty or representation to any Lender Party and shall not be responsible to any Lender Party for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreementthe Loan Documents; (iiic) shall not have any duty to ascertain or to inquire as to the performance performance, observance or observance satisfaction of any of the terms, covenants or conditions of this Agreement any Loan Document on the part of any Loan Party or the Borrower existence at any time of any Default under the Loan Documents or to inspect the property (including the books and records) of the Borrowerany Loan Party; (ivd) shall not be responsible to any Lender Party for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, this Agreement any Loan Document or any other instrument or document furnished pursuant heretothereto; and (ve) shall incur no liability under or in respect of this Agreement any Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by facsimiletelegram, e-mail, telecopy or electronic message, Internet or intranet website posting or other distributioncommunication) believed by it to be genuine and signed or sent by the proper party or parties.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative Agent: Agent (i) may consult with legal counsel (including counsel for the BorrowerSeller), 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; (ii) makes no warranty or representation to any Lender Person and shall not be responsible to any Lender Person for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement; (iii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement on the part of the Borrower Seller, or of any Transfer Agreement on the part of the Seller or the Originator a party thereto, or to inspect the property (including the books and records) of the BorrowerSeller or any Originator; (iv) shall not be responsible to any Lender Secondary Purchaser for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, of this Agreement or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, this Transfer Agreement or any other instrument or document furnished pursuant hereto; and (v) shall incur no liability under or in respect of this Agreement by acting upon any notice, consent, certificate or other instrument or writing (which may be by facsimile, e-mailtelegram, electronic message, Internet cable or intranet website posting or other distributiontelex) believed by it to be genuine and signed or sent by the proper party or parties.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreementthe Loan Documents, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative Agent: (ia) may consult with legal counsel (including counsel for the Borrowerany Loan Party), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (iib) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreementthe Loan Documents; (iiic) shall not have any duty to ascertain or to inquire as to the performance performance, observance or observance satisfaction of any of the terms, covenants or conditions of this Agreement any Loan Document on the part of any Loan Party or the Borrower existence at any time of any Default under the Loan Documents or to inspect the property (including the books and records) of the Borrowerany Loan Party; (ivd) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, this Agreement any Loan Document or any other instrument or document furnished pursuant heretothereto; and (ve) shall incur no liability under or in respect of this Agreement any Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by facsimiletelegram, e-mail, telecopy or electronic message, Internet or intranet website posting or other distributioncommunication) believed by it to be genuine and signed or sent by the proper party or parties.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative Agent: (i) may consult with legal counsel (including counsel for the Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (ii) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement; (iii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement on the part of the Borrower or to inspect the property (including the books and records) of the BorrowerBorrower except as specifically set forth in this Agreement; (iv) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, this Agreement or any other instrument or document furnished pursuant hereto; and (v) shall incur no liability under or in respect of this Agreement by acting upon any notice, consent, certificate or other instrument or writing (which may be by facsimiletelecopier, e-mail, electronic message, Internet telegram or intranet website posting or other distributiontelex) believed by it to be genuine and signed or sent by the proper party or parties.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative Agent: (i) may consult with legal counsel (including counsel for the Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (ii) makes no warranty or representation to any Lender Bank and shall not be responsible to any Lender Bank for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement; (iii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement on the part of the Borrower or to inspect the property (including the books and records) of the Borrower; (iv) shall not be responsible to any Lender Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, this Agreement or any other instrument or document furnished pursuant hereto; and (v) shall incur no liability under or in respect of this Agreement by acting upon any notice, consent, certificate or other instrument or writing (which may be including, without limitation, by facsimile, e-mail, electronic message, Internet or intranet website posting or other distributiontelecopy) believed by it to be genuine and signed or sent by the proper party or parties.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreementthe Loan Documents, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative Agent: (ia) may consult with legal counsel (including counsel for the Borrowerany Loan Party), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (iib) makes no warranty or representation to any Lender Party and shall not be responsible to any Lender Party for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreementthe Loan Documents; (iiic) shall not have any duty to ascertain or to inquire as to the performance performance, observance or observance satisfaction of any of the terms, covenants or conditions of this Agreement any Loan Document on the part of any Loan Party or the Borrower existence at any time of any Default under the Loan Documents or to inspect the property (including the books and records) of the Borrowerany Loan Party; (ivd) shall not be responsible to any Lender Party for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, this Agreement any Loan Document or any other instrument or document furnished pursuant heretothereto; and (ve) shall incur no liability under or in respect of this Agreement any Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by facsimiletelegram, e-mail, telecopy or electronic message, Internet or intranet website posting or other distributioncommunication) believed by it to be genuine and signed or sent by the proper party or parties.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative Agent: (i) may treat the payee of any Note as the holder thereof until Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to Administrative Agent; (ii) may consult with legal counsel (including counsel for the Borrower)counsel, independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (iiiii) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement; (iiiiv) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement on the part of the Borrower or to inspect the property (including the books and records) of the Borrower; (ivv) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, this Agreement or any other instrument or document furnished pursuant hereto; and (vvi) shall incur no liability under or in respect of this Agreement by acting upon any notice, consent, certificate or other instrument or writing (which may be by facsimile, e-mail, electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and signed or sent by the proper party or parties.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreementthe Loan Documents, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative Agent: (ia) may consult with legal counsel (including counsel for the Borrowerany Loan Party), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (iib) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreementthe Loan Documents; (iiic) shall not have any duty to ascertain or to inquire as to the performance performance, observance or observance satisfaction of any of the terms, covenants or conditions of this Agreement any Loan Document on the part of any Loan Party or the Borrower existence at any time of any Default under the Loan Documents or to inspect the property (including the books and records) of the Borrowerany Loan Party; (ivd) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, this Agreement any Loan Document or any other instrument or document furnished pursuant heretothereto; and (ve) shall incur no liability under or in respect of this Agreement any Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by facsimile, e-mail, electronic message, Internet or intranet website posting or other distributioncommunication) believed by it to be genuine and signed or sent by the proper party or parties.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents agents, or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement, except for its or their own gross negligence or willful wilful misconduct. Without limitation of the generality of the foregoing, the Administrative Agent: (i) may consult with legal counsel (including counsel for the Borrower), independent public accountants accountants, and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants accountants, or experts; (ii) makes no warranty or representation to any Lender Bank and shall not be responsible to any Lender Bank for any statements, warranties warranties, or representations (whether written or oral) made in or in connection with this Agreement; (iii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants covenants, or conditions of this Agreement on the part of the Borrower or to inspect the property (including the books and records) of the Borrower; (iv) shall not be responsible to any Lender Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency sufficiency, or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, this Agreement or any other instrument or document furnished pursuant hereto; and (v) shall incur no liability under or in respect of this Agreement by acting upon any notice, consent, certificate certificate, or other instrument or writing (which may be by facsimiletelecopy, e-mail, electronic message, Internet telegram or intranet website posting or other distributioncable) believed by it to be genuine and signed or sent by the proper party or parties.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them as Administrative Agent under or in connection with this AgreementAgreement or any of the other Transaction Documents, except for its or their own gross negligence negligence, bad faith or willful misconduct. Without limitation of the generality of limiting the foregoing, the Administrative Agent: (i) may consult with legal counsel (including counsel for the Borrower), independent 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; (ii) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made by any other Person in or in connection with this Agreement; (iii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any of the other Transaction Documents on the part of the Borrower or the Collateral Manager or to inspect the property (including the books and records) of the BorrowerBorrower or the Collateral Manager; (iv) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value ofof this Agreement, or any of the perfection or priority of any lien or security interest created or purported to be created under or in connection with, this Agreement other Transaction Documents or any other instrument or document furnished pursuant heretohereto or thereto; and (v) shall incur no liability under or in respect of this Agreement or any of the other Transaction Documents by acting upon any noticenotice (including notice by telephone), consent, certificate or other instrument or writing (which may be by facsimile, e-mail, electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and signed or sent by the proper party or parties. Section 11.4.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreementthe Loan Documents, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative Agent: (ia) may consult with legal counsel (including counsel for the Borrowerany Loan Party), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (iib) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreementthe Loan Documents; (iiic) shall not have any duty to ascertain or to inquire as to the performance performance, observance or observance satisfaction of any of the terms, covenants or conditions of this Agreement any Loan Document on the part of any Loan Party or the Borrower existence at any time of any Default under the Loan Documents or to inspect the property (including the books and records) of the Borrowerany Loan Party; (ivd) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, this Agreement any Loan Document or any other instrument or document furnished pursuant heretothereto; and (ve) shall incur no liability under or in respect of this any LSP Gen Finance Second Lien Credit Agreement Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by facsimiletelegram, e-mail, telecopy or electronic message, Internet or intranet website posting or other distributioncommunication) believed by it to be genuine and signed or sent by the proper party or parties.

Administrative Agent’s Reliance, Etc. Neither the ------------------------------------ Administrative Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative Agent: Agent (i) may consult with legal counsel (including counsel for the BorrowerSeller), 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; (ii) makes no warranty or representation to any Lender Person and shall not be responsible to any Lender Person for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement; (iii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement on the part of the Borrower Seller, or of any Transfer Agreement on the part of the Seller or the Originator a party thereto, or to inspect the property (including the books and records) of the BorrowerSeller or any Originator; (iv) shall not be responsible to any Lender Secondary Purchaser for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, of this Agreement or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, this Transfer Agreement or any other instrument or document furnished pursuant hereto; and (v) shall incur no liability under or in respect of this Agreement by acting upon any notice, consent, certificate or other instrument or writing (which may be by facsimile, e-mailtelegram, electronic message, Internet cable or intranet website posting or other distributiontelex) believed by it to be genuine and signed or sent by the proper party or parties.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative Agent: (ia) may consult with legal counsel (including counsel for the Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (iib) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement; (iiic) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement on the part of the Borrower or to inspect the property (including the books and records) of the BorrowerBorrower except as specifically set forth in this Agreement; (ivd) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, this Agreement or any other instrument or document furnished pursuant hereto; and (ve) shall incur no liability under or in respect of this Agreement by acting upon any notice, consent, certificate or other instrument or writing (which may be by facsimiletelecopier, e-mail, electronic message, Internet telegram or intranet website posting or other distributiontelex) believed by it to be genuine and signed or sent by the proper party or parties.

Administrative Agent’s Reliance, Etc. Neither the ------------------------------------ Administrative Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative Agent: Agent (i) may consult with legal counsel (including counsel for the BorrowerSeller), 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; (ii) makes no warranty or representation to any Lender Person and shall not be responsible to any Lender Person for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement; (iii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement on the part of the Borrower Seller, or of any Transfer Agreement on the part of the Seller or the Originator a party thereto, or to inspect the property (including the books and records) of the BorrowerSeller or any Originator; (iv) shall not be responsible to any Lender Purchaser for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, of this Agreement or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, this Transfer Agreement or any other instrument or document furnished pursuant hereto; and (v) shall incur no liability under or in respect of this Agreement by acting upon any notice, consent, certificate or other instrument or writing (which may be by facsimile, e-mailtelegram, electronic message, Internet cable or intranet website posting or other distributiontelex) believed by it to be genuine and signed or sent by the proper party or parties.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable to any Bank for any action taken or omitted to be taken by it or them by such directors, officers, agents or employees under or in connection with this AgreementAgreement or the Notes, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative Agent: (i) may consult with legal counsel (including counsel for the Borrower)counsel, independent public accountants and other experts selected by it and shall not be liable to any Bank 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; (ii) makes no warranty or representation to any Lender Bank and shall not be responsible to any Lender Bank for any statements, warranties or representations (whether written or oral) made in or in connection with this AgreementAgreement or the Notes; (iii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or the Notes on the part of the Borrower Company or to inspect the property (including the books and records) of the BorrowerCompany; (iv) shall not be responsible to any Lender Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, of this Agreement or the perfection or priority of any lien or security interest created or purported to be created under or in connection withNotes, this Agreement or any other instrument or document furnished pursuant heretothereto; and (v) shall incur no liability under or in respect of to this Agreement or the Notes by acting upon any notice, consent, certificate or other instrument or writing (which may be by facsimiletelegram, e-mailfacsimile transmission, electronic message, Internet cable or intranet website posting or other distributiontelex) believed by it to be genuine and signed or sent by the proper party or parties.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreementthe Loan Documents, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative Agent: (ia) may consult with legal counsel (including counsel for the Borrowerany Loan Party), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (iib) makes no warranty or representation to any Lender Party and shall not be responsible to any Lender Party for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreementthe Loan Documents; (iiic) shall not have any duty to ascertain or to inquire as to the performance performance, observance or observance satisfaction of any of the terms, covenants or conditions of this Agreement any Loan Document on the part of any Loan Party or the Borrower existence at any time of any Default under the Loan Documents or to inspect the property (including the books and records) of the Borrowerany Loan Party; (ivd) shall not be responsible to any Lender Party for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, this Agreement Loan Document or any other instrument or document furnished pursuant heretothereto; and (ve) shall incur no liability under or in respect of this Agreement any Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by facsimiletelegram, e-mail, telecopy or electronic message, Internet or intranet website posting or other distributioncommunication) believed by it to be genuine and signed or sent by the proper party or parties.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them as Administrative Agent under or in connection with this AgreementAgreement or any of the other Principal Agreements, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of limiting the foregoing, the Administrative Agent: (i) may consult with legal counsel (including counsel for the BorrowerTransferor and the Servicer), 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; (ii) makes no warranty or representation to any Lender Conduit Purchaser or any Alternate Purchaser and shall not be responsible to any Lender Conduit Purchaser or any Alternate Purchaser for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement; (iii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any of the other Principal Agreements on the part of the Borrower Transferor or the Servicer or to inspect the property (including the books and records) of the BorrowerTransferor or the Servicer; (iv) shall not be responsible to any Lender Conduit Purchaser or any Alternate Purchaser for the due execution, legality, validity, enforceability, genuineness, sufficiency or value ofof this Agreement, or any of the perfection or priority of any lien or security interest created or purported to be created under or in connection with, this Agreement other Principal Agreements or any other instrument or document furnished pursuant heretohereto or thereto; and (v) shall incur no liability under or in respect of this Agreement or any of the other Principal Agreements by acting upon any noticenotice (including notice by telephone), consent, certificate or other instrument or writing (which may be by facsimile, e-mail, electronic message, Internet or intranet website posting or other distributiontelex) believed by it to be genuine and signed or sent by the proper party or parties.

Administrative Agent’s Reliance, Etc. Neither the ------------------------------------- Administrative Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them as Administrative Agent under or in connection with this AgreementAgreement (including, without limitation, the Administrative Agent's servicing, administering or collecting Receivables as Servicer pursuant to Section 4.01 hereof), except for its or their own gross negligence or willful misconduct. Without limitation of the generality of limiting the foregoing, the Administrative Agent: (i) may consult with legal counsel (including counsel for the Borrower)counsel, independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (ii) makes no warranty or representation to any Lender Owner and shall not be responsible to any Lender Owner for any statements, warranties or representations (whether written or oral) made in or by the Seller in connection with this Agreement; (iii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement on the part of the Borrower Seller or the Servicer or to inspect the property (including the books and records) of the BorrowerSeller or the Servicer; (iv) shall not be responsible to any Lender Owner for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, this Agreement or any other instrument or document furnished pursuant hereto; and (v) shall incur no liability under or in respect of this Agreement by acting upon any noticenotice (including notice by telephone), consent, certificate or other instrument or writing (which may be by facsimile, e-mail, electronic message, Internet or intranet website posting or other distributiontelex) believed by it in good faith to be genuine and signed or sent by the proper party or parties.

Administrative Agent’s Reliance, Etc. Neither the ------------------------------------- Administrative Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them as Administrative Agent under or in connection with this AgreementCertificate Purchase Agreement or any related agreement or document, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of limiting the foregoing, the Administrative Agent: (i) may consult with legal counsel (including counsel for the Borrower)counsel, independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (ii) makes no warranty or representation to any Lender the Purchasers and shall not be responsible to any Lender the Purchasers for any statements, warranties or representations made by the Seller or NFC (whether written or oralin any capacity) made in or in connection with this Agreementany Series Document; (iii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement any Series Document on the part of the Borrower Seller or NFC (in any capacity) or to inspect the property (including the books and records) of the BorrowerSeller or NFC (in any capacity); (iv) shall not be responsible to any Lender Purchaser for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, this Certificate Purchase Agreement or any other instrument or document furnished pursuant hereto; and (v) shall incur no liability under or in respect of this Certificate Purchase Agreement by acting upon any noticenotice (including notice by telephone), consent, certificate or other instrument or writing (which may be by facsimile, e-mail, electronic message, Internet or intranet website posting or other distributiontelex) believed by it in good faith to be genuine and signed or sent by the proper party or parties.

Administrative Agent’s Reliance, Etc. Neither None of the Administrative Agent nor Agent, any of its Affiliates or any of their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it it, him, her or them under or in connection with this AgreementAgreement or the other Loan Documents, except for its its, his, her or their own gross negligence or willful misconduct. Without limitation of the generality of limiting the foregoing, the Administrative Agent: Agent (ia) may rely on the Register to the extent set forth in Section 10.2(c), (b) may consult with legal counsel (including counsel for to the Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; , (iic) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written made by or oral) made on behalf of the Borrower or any of its Subsidiaries in or in connection with this Agreement; Agreement or any other Loan Document, (iiid) shall not have any duty to ascertain or to inquire either as to the performance or observance of any term, covenant or condition of the terms, covenants or conditions of this Agreement on the part of the Borrower or to inspect the property (including the books and records) of the Borrower; (iv) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, this Agreement or any other instrument Loan Document, as to the financial condition of the Borrower or document furnished pursuant hereto; as to the existence or possible existence of any Default or Event of Default and (ve) shall incur no liability under or in respect of this Agreement or any other Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which writing may be by facsimile, e-a telecopy or electronic mail, electronic message, Internet ) or intranet website posting or other distribution) any telephone message believed by it to be genuine and signed or sent by the proper party or parties.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement, except for its or their own gross negligence or willful misconduct. Without limitation of limiting the generality of the foregoing, the Administrative Agent: (ia) may treat the payee of any Note as the holder thereof until the Administrative Agent receives and accepts an assignment entered into by the Bank which is the payee of such Note, as assignor, and an Eligible Assignee, as assignee, as provided in Section 2.18; (b) may consult with legal counsel (including counsel for the BorrowerBorrowers ), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or other experts; (iic) makes no warranty or representation to any Lender Bank and shall not be responsible to any Lender Bank for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement; (iiid) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement on the part of the any Borrower or to inspect the property (including the books and records) of the any Borrower; (ive) shall not be responsible to any Lender Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, this Agreement or any other instrument or document furnished pursuant hereto; and (vf) shall incur no liability under or in respect of this Agreement by acting upon any notice, consent, certificate or other instrument or writing (which may be by facsimiletelecopier, e-mailtelegram, electronic message, Internet cable or intranet website posting or other distributiontelex) believed by it to be genuine and signed or sent by the proper party or parties.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them as Administrative Agent under or in connection with this AgreementAgreement or any of the other Transaction Documents, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of limiting the foregoing, the Administrative Agent: (i) may consult with legal counsel (including counsel for the BorrowerSeller or the Originator), 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; (ii) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement; (iii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any of the other Transaction Documents on the part of the Borrower Seller, 105 the Originator, or the Servicer or to inspect the property (including the books and records) of the BorrowerSeller, the Originator, or the Servicer; (iv) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value ofof this Agreement, or any of the perfection or priority of any lien or security interest created or purported to be created under or in connection with, this Agreement other Transaction Documents or any other instrument or document furnished pursuant heretohereto or thereto; and (v) shall incur no liability under or in respect of this Agreement or any of the other Transaction Documents by acting upon any noticenotice (including notice by telephone), consent, certificate or other instrument or writing (which may be by facsimile, e-mail, electronic message, Internet or intranet website posting or other distributiontelex) believed by it to be genuine and signed or sent by the proper party or parties.

Administrative Agent’s Reliance, Etc. Neither the any Administrative Agent nor any of its directors, officers, agents or employees of an Administrative Agent shall be liable for any action taken or omitted to be taken by it or them as Administrative Agent under or in connection with this AgreementAgreement or any of the other Transaction Documents, ​ 128 ​ except for its or their own gross negligence or willful misconduct. Without limitation of the generality of limiting the foregoing, the each Administrative Agent: (i) may consult with legal counsel (including counsel for the Borrowerany Parent Group Member), 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; (ii) makes no warranty or representation to any Lender Investor and shall not be responsible to any Lender Investor for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement; (iii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any of the other Transaction Documents on the part of any Parent Group Member or the Borrower Collection Agent or to inspect the property (including the books and records) of any Parent Group Member or the BorrowerCollection Agent; (iv) shall not be responsible to any Lender Investor for the due execution, legality, validity, enforceability, genuineness, sufficiency or value ofof this Agreement, or any of the perfection or priority of any lien or security interest created or purported to be created under or in connection with, this Agreement other Transaction Documents or any other instrument or document furnished pursuant heretohereto or thereto; and (v) shall incur no liability under or in respect of this Agreement or any of the other Transaction Documents by acting upon any noticenotice (including notice by telephone), consent, certificate or other instrument or writing (which may be by facsimile, e-mail, electronic message, Internet or intranet website posting or other distributiontelex) believed by it to be genuine and signed or sent by the proper party or parties.. ​

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them as Administrative Agent under or in connection with this AgreementAgreement or any other Transaction Document, except for in the absence of its or their own gross negligence or willful misconduct. Without limitation of limiting the generality of the foregoing, the Administrative Agent: (ia) may consult with legal counsel (including counsel for the BorrowerBorrower or the Servicer), independent certified 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; (iib) makes no warranty or representation to any Lender Secured Party (whether written or oral) and shall not be responsible to any Lender Secured Party for any statements, warranties or representations (whether written or oral) made in or in connection with this AgreementAgreement or any other Transaction Document; (iiic) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any other Transaction Document on the part of the Borrower Borrower, the Servicer or any other Person or to inspect the property (including the books and records) of the Borrower, the Servicer or any other Person; (ivd) shall not be responsible to any Lender Secured Party for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, this Agreement or any other instrument or document furnished pursuant heretoTransaction Document; and (ve) shall incur no liability under or in respect of this Agreement or any other Transaction Document by acting upon any noticenotice (including notice by telephone), consent, certificate or other instrument or writing (which may be by facsimile, e-mail, electronic message, Internet telecopier or intranet website posting or other distributiontelex) believed by it to be genuine and signed or sent by the proper party or parties.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative Agent: (i) may consult with legal counsel (including counsel for the BorrowerBorrowers), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (ii) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement; (iii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement on the part of the any Borrower or to inspect the property (including the books and records) of the any Borrower; (iv) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, this Agreement or any other instrument or document furnished pursuant hereto; and (v) shall incur no liability under or in respect of this Agreement by acting upon any notice, consent, certificate or other instrument or writing (which may be by facsimile, e-mail, electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and signed or sent by the proper party or parties.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them as Administrative Agent under or in connection with this AgreementCertificate Purchase Agreement or any related agreement or document, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of limiting the foregoing, the Administrative Agent: (i) may consult with legal counsel (including counsel for the Borrower)counsel, independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (ii) makes no warranty or representation to any Lender the Purchasers and shall not be responsible to any Lender the Purchasers for any statements, warranties or representations made by the Seller or DFS (whether written or oralin any capacity) made in or in connection with this Agreementany Series Document; (iii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement any Series Document on the part of the Borrower Seller or DFS (in any capacity) or to inspect the property (including the books and records) of the BorrowerSeller or DFS (in any capacity); (iv) shall not be responsible to any Lender Purchaser for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, this Certificate Purchase Agreement or any other instrument or document furnished pursuant hereto; and (v) shall incur no liability under or in respect of this Certificate Purchase Agreement by acting upon any noticenotice (including notice by telephone), consent, certificate or other instrument or writing (which may be by facsimile, e-mail, electronic message, Internet or intranet website posting or other distributiontelex) believed by it in good faith to be genuine and signed or sent by the proper party or parties.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall will be liable for any action taken or omitted to be taken by it or them as Administrative Agent under or in connection with this AgreementAgreement or any of the other Transaction Documents, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of limiting the foregoing, the Administrative Agent: Agent (ia) may consult with legal counsel (including counsel for the Borrower), independent public accountants and other experts selected by it and shall will not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or other experts; , (iib) makes no warranty warranties or representation to any Lender representations and shall will not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or by any other Person in connection with this Agreement; , (iiic) shall will not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any of the other Transaction Documents on the part of the Borrower or the Collateral Manager or to inspect the property (including the books and records) of the Borrower; Borrower or the Collateral Manager, (ivd) shall will not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value ofof this Agreement, or any of the perfection or priority of any lien or security interest created or purported to be created under or in connection with, this Agreement other Transaction Documents or any other instrument or document furnished pursuant hereto; hereto or thereto and (ve) shall will incur no liability under or in respect of this Agreement or any of the other Transaction Documents by acting upon any noticenotice (including notice by telephone), consent, certificate or other instrument or writing (which may be by facsimile, e-mail, electronic message, Internet mail or intranet website posting or other distributionfacsimile) believed by it in good faith to be genuine and signed or sent by the proper party or parties.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them as Administrative Agent under or in connection with this AgreementAgreement or any of the other Transaction Documents, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of limiting the foregoing, the Administrative Agent: (i) may consult with legal counsel (including counsel for the BorrowerSeller or the Originator), 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; (ii) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement; (iii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any of the other Transaction Documents on the part of the Borrower Seller, 135 the Originator, or the Servicer or to inspect the property (including the books and records) of the BorrowerSeller, the Originator, or the Servicer; (iv) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value ofof this Agreement, or any of the perfection or priority of any lien or security interest created or purported to be created under or in connection with, this Agreement other Transaction Documents or any other instrument or document furnished pursuant heretohereto or thereto; and (v) shall incur no liability under or in respect of this Agreement or any of the other Transaction Documents by acting upon any noticenotice (including notice by telephone), consent, certificate or other instrument or writing (which may be by facsimile, e-mail, electronic message, Internet or intranet website posting or other distributiontelex) believed by it to be genuine and signed or sent by the proper party or parties.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them as Administrative Agent under or in connection with this AgreementAgreement or any of the other Transaction Documents, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of limiting the foregoing, the Administrative Agent: (i) may consult with legal counsel (including counsel for the BorrowerTransferor or the Seller), 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; (ii) makes no warranty or representation to any Lender representation, and shall not be responsible to any Lender for for, any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement; (iii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any of the other Transaction Documents on the part of the Borrower Transferor, the Collection Agent or the Seller or to inspect the property (including the books and records) of the BorrowerTransferor, the Collection Agent or the Seller; (iv) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value ofof this Agreement, or any of the perfection or priority of any lien or security interest created or purported to be created under or in connection with, this Agreement other Transaction Documents or any other instrument or document furnished pursuant heretohereto or thereto; and (v) shall incur no liability under or in respect of this Agreement or any of the other Transaction Documents by acting upon any noticenotice (including notice by telephone), consent, certificate or other instrument or writing (which may be by facsimile, e-mail, electronic message, Internet or intranet website posting or other distributiontelex) believed by it to be genuine and signed or sent by the proper party or parties.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them as Administrative Agent under or in connection with this AgreementAgreement or any of the other Transaction Documents, except for its or their own gross negligence negligence, bad faith or willful misconduct. Without limitation of the generality of limiting the foregoing, the Administrative Agent: (i) may consult with legal counsel (including counsel for the BorrowerLoan Parties), independent 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; (ii) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made by any other Person in or in connection with this Agreement; (iii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any of the other Transaction Documents on the part of the Borrower Loan Parties or the Collateral Manager or to inspect the property (including the books and records) of the BorrowerLoan Parties or the Collateral Manager; (iv) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value ofof this Agreement, or any of the perfection or priority of any lien or security interest created or purported to be created under or in connection with, this Agreement other Transaction Documents or any other instrument or document furnished pursuant heretohereto or thereto; and (v) shall incur no liability under or in respect of this Agreement or any of the other Transaction Documents by acting upon any noticenotice (including notice by telephone), consent, certificate or other instrument or writing (which may be by facsimile, e-mail, electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and signed or sent by the proper party or parties.

Administrative Agent’s Reliance, Etc. Neither None of the Administrative Agent nor Agent, any of its Affiliates or any of their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it it, him, her or them under or in connection with this AgreementAgreement or the other Loan Documents, except for its its, his, her or their own gross negligence or willful misconduct. Without limitation of the generality of limiting the foregoing, the Administrative Agent: Agent (ia) may rely on the Register to the extent set forth in Section 2.7 (Evidence of Debt), (b) may consult with legal counsel (including counsel for to the BorrowerBorrower or any other Loan Party), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; , (iic) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written made by or oral) made on behalf of any Group Member in or in connection with this Agreement; Agreement or any other Loan Document, (iiid) shall not have any duty to ascertain or to inquire either as to the performance or observance of any of the termsterm, covenants covenant or conditions condition of this Agreement on or any other Loan Document, as to the part financial condition of any Loan Party or as to the Borrower existence or to inspect the property possible existence of any Default or Event of Default, (including the books and records) of the Borrower; (ive) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the attachment, perfection or priority of any lien or security interest Lien created or purported to be created under or in connection with, this Agreement Agreement, any other Loan Document or any other instrument or document furnished pursuant hereto; hereto or thereto and (vf) shall incur no liability under or in respect of this Agreement or any other Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which writing may be by facsimile, e-a telecopy or electronic mail, electronic message, Internet ) or intranet website posting or other distribution) any telephone message believed by it to be genuine and signed or sent by the proper party or parties.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative Agent: (i) may consult with legal counsel (including counsel for the Borrower), independent public accountants and other experts lii 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; (ii) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement; (iii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement on the part of the Borrower or to inspect the property (including the books and records) of the Borrower; (iv) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, this Agreement or any other instrument or document furnished pursuant hereto; and (v) shall incur no liability under or in respect of this Agreement by acting upon any notice, consent, certificate or other instrument or writing (which may be by facsimile, e-mail, electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and signed or sent by the proper party or parties.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them as Administrative Agent under or in connection with this AgreementAgreement (including, without limitation, the Administrative Agent's servicing, administering or collecting Pool Receivables as Servicer), except for its or their own gross negligence or willful misconduct. Without limitation of limiting the generality of the foregoing, the Administrative Agent: (ia) may consult with legal counsel (including counsel for the BorrowerSeller and the Servicer), independent certified 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; (iib) makes no warranty or representation to any Lender Investor (whether written or oral) and shall not be responsible to any Lender Investor for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement; (iiic) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement on the part of the Borrower Seller or the Servicer or to inspect the property (including the books and records) of the BorrowerSeller or the Servicer; (ivd) shall not be responsible to any Lender Investor for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, this Agreement or any other instrument or document furnished pursuant hereto; and (ve) shall incur no liability under or in respect of this Agreement by acting upon any noticenotice (including notice by telephone), consent, certificate or other instrument or writing (which may be by facsimile, e-mail, electronic message, Internet telecopier or intranet website posting or other distributiontelex) believed by it to be genuine and signed or sent by the proper party or parties.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable to the Lenders for any action taken or omitted to be taken by it or them under or in connection with this Agreement, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative Agent: (i) may consult with legal counsel (including counsel for the Borrower), independent public accountants and other experts selected by it and shall not be liable to the Lenders 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; (ii) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement; (iii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement on the part of the Borrower or to inspect the property (including the books and records) of the BorrowerBorrower or any of its Subsidiaries; (iv) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, this Agreement or any other instrument or document furnished pursuant hereto; and (v) shall incur no liability to the Lenders under or in respect of this Agreement by acting upon any notice, consent, certificate or other 364-Day Credit Agreement 54 -50- instrument or writing (which may be by facsimiletelecopier, e-mailtelegram, electronic message, Internet cable or intranet website posting or other distributiontelex) believed by it to be genuine and signed or sent by the proper party or parties.

Administrative Agent’s Reliance, Etc. Neither the ------------------------------------- Administrative Agent Agent, the LC Bank, nor any of its their directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this AgreementAgreement or any Related Document, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, each of the Administrative AgentAgent and the LC Bank: (i) may consult with legal counsel (including counsel for the BorrowerCompany), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (ii) makes no warranty or representation representations to any Lender Bank and shall not be responsible to any Lender Bank for any statements, warranties or representations (whether written or oral) made in or in connection with this AgreementAgreement or any Related Documents; (iii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any Related Document on the part of the Borrower Company or to inspect the property (including the books and records) of the BorrowerCompany; (iv) shall not be responsible to any Lender Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, this Agreement or any Related Document or any other instrument or document furnished pursuant heretohereto or thereto; and (v) shall incur no liability under or in respect of this Agreement agreement or any Related Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by facsimiletelecopier, e-mailtelegram, electronic message, Internet cable or intranet website posting or other distributiontelex) believed by it to be genuine and signed or sent by the proper party or parties. SECTION 9.03.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them as Administrative Agent under or in connection with this AgreementAgreement (including, without limitation, the Administrative Agent’s servicing, administering or collecting Pool Receivables as Servicer), except for its or their own gross negligence or willful misconduct. Without limitation of limiting the generality of the foregoing, the Administrative Agent: (ia) may consult with legal counsel (including counsel for the BorrowerSeller and the Servicer), independent certified 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; (iib) makes no warranty or representation to any Lender Investor (whether written or oral) and shall not be responsible to any Lender Investor for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement; (iiic) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement on the part of the Borrower Seller or the Servicer or to inspect the property (including the books and records) of the BorrowerSeller or the Servicer; (ivd) shall not be responsible to any Lender Investor for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, this Agreement or any other instrument or document furnished pursuant hereto; and (ve) shall incur no liability under or in respect of this Agreement by acting upon any noticenotice (including notice by telephone), consent, certificate or other instrument or writing (which may be by facsimile, e-mail, electronic message, Internet telecopier or intranet website posting or other distributiontelex) believed by it to be genuine and signed or sent by the proper party or parties.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable to any Bank for any action taken or omitted to be taken by it or them by such directors, officers, agents or employees under or in connection with this AgreementAgreement or the Notes, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative Agent: (i) may consult with legal counsel (including counsel for the Borrower)counsel, independent public accountants and other experts selected by it and shall not be liable to any Bank 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; (ii) makes no warranty or representation to any Lender Bank and shall not be responsible to any Lender Bank for any statements, warranties or representations (whether written or oral) made in or in connection with this AgreementAgreement or the Notes; (iii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or the Notes on the part of the Borrower Company or to inspect the property (including the books and records) of the BorrowerCompany; (iv) shall not be responsible to any Lender Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, of this Agreement or the perfection or priority of any lien or security interest created or purported to be created under or in connection withNotes, this Agreement or any other instrument or document furnished pursuant heretothereto; and (v) shall incur no liability under or in respect of this Agreement or the Notes by acting upon any notice, consent, certificate or other instrument or writing (which may be by facsimiletelegram, e-mailfacsimile transmission, electronic message, Internet cable or intranet website posting or other distributiontelex) believed by it to be genuine and signed or sent by the proper party or parties.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be 128 taken by it or them as Administrative Agent under or in connection with this AgreementAgreement or any of the other Transaction Documents, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of limiting the foregoing, the Administrative Agent: (i) may consult with legal counsel (including counsel for the BorrowerSeller or the Originator), 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; (ii) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement; (iii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any of the other Transaction Documents on the part of the Borrower Seller, the Originator, or the Servicer or to inspect the property (including the books and records) of the BorrowerSeller, the Originator, or the Servicer; (iv) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value ofof this Agreement, or any of the perfection or priority of any lien or security interest created or purported to be created under or in connection with, this Agreement other Transaction Documents or any other instrument or document furnished pursuant heretohereto or thereto; and (v) shall incur no liability under or in respect of this Agreement or any of the other Transaction Documents by acting upon any noticenotice (including notice by telephone), consent, certificate or other instrument or writing (which may be by facsimile, e-mail, electronic message, Internet or intranet website posting or other distributiontelex) believed by it to be genuine and signed or sent by the proper party or parties.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them as Administrative Agent under or in connection with this AgreementAgreement or any of the other Transaction Documents, except for its or their own gross negligence negligence, bad faith or willful misconduct. Without limitation of the generality of limiting the foregoing, the Administrative Agent: (i) may consult with legal counsel (including counsel for the Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (ii) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made by any other Person in or in connection with this Agreement; (iii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any of the other Transaction Documents on the part of the Borrower or the Collateral Administrator or to inspect the property (including the books and records) of the BorrowerBorrower or the Collateral Administrator; (iv) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value ofof this Agreement, or any of the perfection or priority of any lien or security interest created or purported to be created under or in connection with, this Agreement other Transaction Documents or any other instrument or document furnished pursuant heretohereto or thereto; and (v) shall incur no liability under or in respect of this Agreement or any of the other Transaction Documents by acting upon any noticenotice (including notice by telephone), consent, certificate or other instrument or writing (which may be by facsimile, e-mail, electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and signed or sent by the proper party or parties.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them as Administrative Agent under or in connection with this AgreementAgreement or any of the other Transaction Documents, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of limiting the foregoing, the Administrative Agent: (i) may consult with legal counsel (including counsel for the BorrowerSeller or the Originator), 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; (ii) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement; (iii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or 137 conditions of this Agreement or any of the other Transaction Documents on the part of the Borrower Seller, the Originator, or the Servicer or to inspect the property (including the books and records) of the BorrowerSeller, the Originator, or the Servicer; (iv) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value ofof this Agreement, or any of the perfection or priority of any lien or security interest created or purported to be created under or in connection with, this Agreement other Transaction Documents or any other instrument or document furnished pursuant heretohereto or thereto; and (v) shall incur no liability under or in respect of this Agreement or any of the other Transaction Documents by acting upon any noticenotice (including notice by telephone), consent, certificate or other instrument or writing (which may be by facsimile, e-mail, electronic message, Internet or intranet website posting or other distributiontelex) believed by it to be genuine and signed or sent by the proper party or parties.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them as Administrative Agent under or in connection with this AgreementAgreement or any of the other Transaction Documents, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of limiting the foregoing, the Administrative Agent: (i) may consult with legal counsel (including counsel for the BorrowerSeller or the Originator), 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; (ii) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement; (iii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any of the other Transaction Documents on the part of the Borrower Seller, the Originator, or the Servicer or to inspect the property (including the books and records) of the BorrowerSeller, the Originator, or the Servicer; (iv) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value ofof this Agreement, or any of the perfection or priority of any lien or security interest created or purported to be created under or in connection with, this Agreement other Transaction Documents or any other instrument or document furnished pursuant heretohereto or thereto; and (v) shall incur no liability under or in respect of this Agreement or any of the other 136 Transaction Documents by acting upon any noticenotice (including notice by telephone), consent, certificate or other instrument or writing (which may be by facsimile, e-mail, electronic message, Internet or intranet website posting or other distributiontelex) believed by it to be genuine and signed or sent by the proper party or parties.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable to the Lenders for any action taken or omitted to be taken by it or them under or in connection with this Agreement, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative Agent: (i) may consult with legal counsel (including counsel for the Borrower), independent public accountants and other experts selected by it and shall not be liable to the Lenders for Credit Agreement NY3:#7412630v16 any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (ii) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement; (iii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement on the part of the Borrower or to inspect the property Property (including the books and records) of the BorrowerBorrower or any of its Subsidiaries; (iv) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, this Agreement or any other instrument or document furnished pursuant hereto; and (v) shall incur no liability to the Lenders under or in respect of this Agreement by acting upon any notice, consent, certificate or other instrument or writing (which may be by facsimiletelecopier, e-mailtelegram, electronic message, Internet cable or intranet website posting or other distributiontelex) believed by it to be genuine and signed or sent by the proper party or parties.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreementany Loan Document, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative Agent: (i) may treat each Lender party hereto as a “Lender” hereunder and for all purposes hereof until the Administrative Agent receives and accepts a Lender Assignment entered into by such Lender, as assignor, and an assignee, as provided in Section 10.07; (ii) may consult with legal counsel (including counsel for the Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (ii) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement; (iii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement any Loan Document on the part of the Borrower to be performed or observed, or to inspect the any property (including the books and records) of the Borrower; (iv) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, this Agreement Loan Document or any other instrument or document furnished pursuant hereto; and (v) shall incur no liability under or in respect of this Agreement any Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by facsimile, e-mail, electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and signed or sent by the proper party or parties.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them as Administrative Agent under or in connection with this AgreementAgreement or any of the other Transaction Documents, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of limiting the foregoing, the Administrative Agent: (i) may consult with legal counsel (including counsel for the BorrowerSeller or the Originator), 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; (ii) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement; (iii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any of the other Transaction Documents on the part of the Borrower Seller, the Originator, or the Servicer or to inspect the property (including the books and records) of the BorrowerSeller, the Originator, or the Servicer; (iv) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value ofof this Agreement, or any of the perfection or priority of any lien or security interest created or purported to be created under or in connection with, this Agreement other Transaction Documents or any other instrument or document furnished pursuant heretohereto or thereto; and (v) shall incur no liability under or in respect of this Agreement or any of 138 the other Transaction Documents by acting upon any noticenotice (including notice by telephone), consent, certificate or other instrument or writing (which may be by facsimile, e-mail, electronic message, Internet or intranet website posting or other distributiontelex) believed by it to be genuine and signed or sent by the proper party or parties.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them as Administrative Agent under or in connection with this AgreementAgreement or any of the other Transaction Documents, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of limiting the foregoing, the Administrative Agent: (i) may consult with legal counsel (including counsel for the BorrowerTransferor), 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; (ii) makes no warranty or representation to any Lender representation, and shall not be responsible to any Lender for for, any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement; (iii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any of the other Transaction Documents on the part of the Borrower Transferor or the Collection Agent to inspect the property (including the books and records) of the BorrowerTransferor, the Collection Agent; (iv) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value ofof this Agreement, or any of the perfection or priority of any lien or security interest created or purported to be created under or in connection with, this Agreement other Transaction Documents or any other instrument or document furnished pursuant heretohereto or thereto; and (v) shall incur no liability under or in respect of this Agreement or any of the other Transaction Documents by acting upon any noticenotice (including notice by telephone), consent, certificate or other instrument or writing (which may be by facsimile, e-mail, electronic message, Internet or intranet website posting or other distributiontelex) believed by it to be genuine and signed or sent by the proper party or parties.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them as Administrative Agent under or in connection with this AgreementAgreement or any of the other Transaction Documents, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of limiting the foregoing, the Administrative Agent: (i) may consult with legal counsel (including counsel for the BorrowerSeller or the Originator), 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; (ii) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement; (iii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any of the other Transaction Documents on the part of the Borrower Seller, the Originator, or the Servicer or to inspect the property (including the books and records) of the BorrowerSeller, the Originator, or the Servicer; (iv) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value ofof this Agreement, or any of the perfection or priority of any lien or security interest created or purported to be created under or in connection with, this Agreement other Transaction Documents or any other instrument or document furnished pursuant heretohereto or thereto; and (v) shall incur no liability under or in respect of this Agreement or any of the other Transaction Documents by acting upon any noticenotice (including notice by telephone), consent, certificate or other instrument or writing (which may be by facsimile, e-mail, electronic message, Internet or intranet website posting or other distributiontelex) believed by it to be genuine and signed or sent by the proper party or parties.. 129

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreementthe Loan Documents, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative Agent: (ia) may consult with legal counsel (including counsel for the Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (iib) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreementthe Loan Documents; (iiic) shall not have any duty to ascertain or to inquire as to the performance performance, observance or observance satisfaction of any of the terms, covenants or conditions of this Agreement any Loan Document on the part of the Borrower or the existence at any time of any Default under the Loan Documents or to inspect the property (including the books and records) of the Borrower; (ivd) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, this Agreement any Loan Document or any other instrument or document furnished pursuant heretothereto; and (ve) shall incur no liability under or in respect of this Agreement any Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by facsimiletelegram, e-mail, telecopy or electronic message, Internet or intranet website posting or other distributioncommunication) believed by it to be genuine and signed or sent by the proper party or parties.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them as Administrative Agent under or in connection with this AgreementAgreement or any of the other Transaction Documents, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of limiting the foregoing, the Administrative Agent: (i) may consult with legal counsel (including counsel for the BorrowerSeller or the Originator), 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; (ii) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement; (iii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any of the other Transaction Documents on the part of the Borrower Seller, the Originator, or the Servicer or to inspect the property (including the books and records) of the BorrowerSeller, the Originator, or the Servicer; (iv) shall not be responsible to any Lender for the due execution, legality, 132 validity, enforceability, genuineness, sufficiency or value ofof this Agreement, or any of the perfection or priority of any lien or security interest created or purported to be created under or in connection with, this Agreement other Transaction Documents or any other instrument or document furnished pursuant heretohereto or thereto; and (v) shall incur no liability under or in respect of this Agreement or any of the other Transaction Documents by acting upon any noticenotice (including notice by telephone), consent, certificate or other instrument or writing (which may be by facsimile, e-mail, electronic message, Internet or intranet website posting or other distributiontelex) believed by it to be genuine and signed or sent by the proper party or parties.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreementthe Loan Documents, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative Agent: (ia) may consult with legal counsel (including counsel for the BorrowerPulte), 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; (iib) makes no warranty or representation to any Lender Bank and shall not be responsible to any Lender Bank for any statementsstatement, warranties warranty or representations representation (whether written or oral) made in or in connection with this the Loan Documents (except for statements, warranties and representations made to Pulte in the Pricing Agreement); (iiic) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement any Loan Document on the part of the Borrower Pulte or to inspect the property (including the books and records) of the BorrowerPulte; (ivd) shall not be responsible to any Lender Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest Lien created or purported to be created under or in connection with, this Agreement any Loan Document or any other instrument or document furnished pursuant heretothereto; and (ve) shall incur no liability under or in respect of this Agreement any Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by facsimile, e-mail, electronic message, Internet or intranet website posting or other distribution) reasonably believed by it to be genuine and signed or sent by the proper party or parties.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable to the Lenders for any action taken or omitted to be taken by it or them under or in connection with this Agreement, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative Agent: (i) may consult with legal counsel (including counsel for the Borrower), independent public accountants and other experts selected by it and shall not be liable to the Lenders 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; (ii) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement; (iii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement on the part of the Borrower or to inspect the property (including the books and records) of the BorrowerBorrower or any of its Subsidiaries; (iv) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, this Agreement or any other instrument or document furnished pursuant hereto; and (v) shall incur no liability to the Lenders under or in respect of this Agreement by acting upon any notice, consent, certificate or other instrument or writing (which may be by facsimile, e-mail, electronic message, Internet or intranet website posting telecopier or other distributionelectronic communication) believed by it to be genuine and signed or sent by the proper party or parties.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative Agent: (i) may consult with legal counsel (including counsel for the BorrowerCompany), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (ii) makes no warranty or representation to any Lender Bank and 34 34 shall not be responsible to any Lender Bank for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement; (iii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement on the part of the Borrower Company or to inspect the property (including the books and records) of the BorrowerCompany; (iv) shall not be responsible to any Lender Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, this Agreement or any other instrument or document furnished pursuant hereto; and (v) shall incur no liability under or in respect of this Agreement by acting upon any notice, consent, certificate or other instrument or writing (which may be by facsimiletelecopier, e-mailtelegram, electronic message, Internet cable or intranet website posting or other distributiontelex) believed by it to be genuine and signed or sent by the proper party or parties.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable to the Lenders for any action taken or omitted to be taken by it or them under or in connection with this Agreement, except for its or their own gross negligence or willful misconduct. Without 364-Day Credit Agreement Table of Contents limitation of the generality of the foregoing, the Administrative Agent: (i) may consult with legal counsel (including counsel for the Borrower), independent public accountants and other experts selected by it and shall not be liable to the Lenders 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; (ii) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement; (iii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement on the part of the Borrower or to inspect the property (including the books and records) of the BorrowerBorrower or any of its Subsidiaries; (iv) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, this Agreement or any other instrument or document furnished pursuant hereto; and (v) shall incur no liability to the Lenders under or in respect of this Agreement by acting upon any notice, consent, certificate or other instrument or writing (which may be by facsimiletelecopier, e-mailtelegram, electronic message, Internet cable or intranet website posting or other distributiontelex) believed by it to be genuine and signed or sent by the proper party or parties.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them as Administrative Agent under or in connection with this AgreementAgreement or any of the other Transaction Documents, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of limiting the foregoing, the Administrative Agent: (i) may consult with legal counsel (including counsel for the BorrowerSeller or the Originator), 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; (ii) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement; (iii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any of the other Transaction Documents on the part of the Borrower Seller, the Originator, or the Servicer or to inspect the property (including the books and records) of the BorrowerSeller, the Originator, or the Servicer; (iv) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value ofof this Agreement, or any of the perfection or priority of any lien or security interest created or purported to be created under or in connection with, this Agreement other Transaction Documents or any other instrument or document furnished pursuant heretohereto or thereto; and (v) shall incur no liability under or in respect of this Agreement or any of the other Transaction Documents by acting upon any noticenotice (including notice by telephone), 139 consent, certificate or other instrument or writing (which may be by facsimile, e-mail, electronic message, Internet or intranet website posting or other distributiontelex) believed by it to be genuine and signed or sent by the proper party or parties.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them as Administrative Agent under or in connection with this AgreementAgreement or any of the other Transaction Documents, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of limiting the foregoing, the Administrative Agent: (i) may consult with legal counsel (including counsel for the BorrowerSeller or the Originator), 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; (ii) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement; (iii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any of the other Transaction Documents on the part of the Borrower Seller, the Originator, or the Servicer or to inspect the property (including the books and records) of the BorrowerSeller, the Originator, or the Servicer; (iv) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value ofof this Agreement, or any of the perfection or priority of any lien or security interest created or purported to be created under or in connection with, this Agreement other Transaction Documents or any other instrument or document furnished pursuant heretohereto or thereto; and (v) shall incur no liability under or in respect of this Agreement or any of the other 143 Transaction Documents by acting upon any noticenotice (including notice by telephone), consent, certificate or other instrument or writing (which may be by facsimile, e-mail, electronic message, Internet or intranet website posting or other distributiontelex) believed by it to be genuine and signed or sent by the proper party or parties.

Administrative Agent’s Reliance, Etc. Neither the any Administrative Agent nor any of its directors, officers, agents or employees of an Administrative Agent shall be liable for any action taken or omitted to be taken by it or them as Administrative Agent under or in connection with this AgreementAgreement or any of the other Transaction Documents, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of limiting the foregoing, the each Administrative Agent: (i) may consult with legal counsel (including counsel for the Borrowerany Parent Group Member), 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; (ii) makes no warranty or representation ​ ​ 134 ​ to any Lender Investor and shall not be responsible to any Lender Investor for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement; (iii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any of the other Transaction Documents on the part of any Parent Group Member or the Borrower Collection Agent or to inspect the property (including the books and records) of any Parent Group Member or the BorrowerCollection Agent; (iv) shall not be responsible to any Lender Investor for the due execution, legality, validity, enforceability, genuineness, sufficiency or value ofof this Agreement, or any of the perfection or priority of any lien or security interest created or purported to be created under or in connection with, this Agreement other Transaction Documents or any other instrument or document furnished pursuant heretohereto or thereto; and (v) shall incur no liability under or in respect of this Agreement or any of the other Transaction Documents by acting upon any noticenotice (including notice by telephone), consent, certificate or other instrument or writing (which may be by facsimile, e-mail, electronic message, Internet or intranet website posting or other distributiontelex) believed by it to be genuine and signed or sent by the proper party or parties.. ​

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them as Administrative Agent under or in connection with this Agreementthe Purchase Documents (including, without limitation, the Administrative Agent's servicing, administering or collecting Receivables as Servicer pursuant to Section 4.02 hereof), except for its or their own gross negligence or willful misconduct. Without limitation of the generality of limiting the foregoing, the Administrative Agent: (i) may consult with legal counsel (including counsel for the Borrower)counsel, independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (ii) makes no warranty or representation to any Lender Owner and shall not be responsible to any Lender Owner for any statements, warranties or representations (whether written made by the Seller or oral) made in or the Servicer in connection with this Agreementthe Purchase Documents; (iii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement the Purchase Documents on the part of the Borrower Seller or the Servicer or to inspect the property (including the books and records) of the BorrowerSeller or the Servicer; (iv) shall not be responsible to any Lender Owner for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or of the perfection or priority of any lien or security interest created or purported to be created under or in connection with, this Agreement Purchase Documents or any other instrument or document furnished pursuant heretothereto; and (v) shall incur no liability under or in respect of this Agreement the Purchase Documents by acting upon any noticenotice (including notice by telephone), consent, certificate or other instrument or writing (which may be by facsimile, e-mail, electronic message, Internet or intranet website posting or other distributiontelex) believed by it in good faith to be genuine and signed or sent by the proper party or parties.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreementthe Loan Documents, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative Agent: (ia) may consult with 109 legal counsel (including counsel for the Borrowerany Loan Party), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (iib) makes no warranty or representation to any Lender Party and shall not be responsible to any Lender Party for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreementthe Loan Documents; (iiic) shall not have any duty to ascertain or to inquire as to the performance performance, observance or observance satisfaction of any of the terms, covenants or conditions of this Agreement any Loan Document on the part of any Loan Party or the Borrower existence at any time of any Default under the Loan Documents or to inspect the property (including the books and records) of the Borrowerany Loan Party; (ivd) shall not be responsible to any Lender Party for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, this Agreement any Loan Document or any other instrument or document furnished pursuant heretothereto; and (ve) shall incur no liability under or in respect of this Agreement any Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by facsimiletelegram, e-mail, telecopy or electronic message, Internet or intranet website posting or other distributioncommunication) believed by it to be genuine and signed or sent by the proper party or parties.