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 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 Bank and shall not be responsible to any 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 or any of its Subsidiaries; (iv) shall not be responsible to any Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other instrument or document furnished pursuant hereto; (v) shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing; (vi) except as expressly set forth in the Credit Documents, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower, any Subsidiary or any other Affiliate of any of the foregoing that is communicated to or obtained by the Person serving as Administrative Agent or any of its Affiliates in any capacity; (vii) shall not be responsible for or have any duty to ascertain or inquire into the satisfaction of any condition set forth in Article III or elsewhere in any Credit Document, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent or satisfaction of any condition that expressly refers to the matters described therein being acceptable or satisfactory to the Administrative Agent; (viii) 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 telecopier or other electronic communications) believed by it to be genuine and signed or sent by the proper party or parties and (ix) shall incur no liability to the Banks under or in respect of this Agreement by acting upon any statement made to it orally or by telephone and believed by it to be made by the proper Person (including, if applicable, a Financial Officer of such Person).

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable to the Banks 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 Banks 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 Bank Lender and shall not be responsible to any Bank 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 or any of its Subsidiaries; (iv) shall not be responsible to any Bank Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other instrument or document furnished pursuant hereto; (v) shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing; (vi) except as expressly set forth in the Credit Documents, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower, any Subsidiary or any other Affiliate of any of the foregoing that is communicated to or obtained by the Person serving as Administrative Agent or any of its Affiliates in any capacity; (vii) shall not be responsible for or have any duty to ascertain or inquire into the satisfaction of any condition set forth in Article III or elsewhere in any Credit Document, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent or satisfaction of any condition that expressly refers to the matters described therein being acceptable or satisfactory to the Administrative Agent; (viii) shall incur no liability to the Banks Lenders under or in respect of this Agreement by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopier telecopier, telegram, cable, telex or other electronic communicationscommunication) believed by it to be genuine and signed or sent by the proper party or parties parties; (vi) shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing; (vii) shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Loan Documents that the Administrative Agent is required to exercise in writing as directed by the Majority Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 8.01); and (ixvii) shall incur no liability not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Banks under Borrower or in respect any of this Agreement by acting upon any statement made its Subsidiaries that is communicated to it orally or by telephone and believed by it to be made obtained by the proper Person (including, if applicable, a Financial Officer bank serving as Administrative Agent or any of such Person)its Affiliates in any capacity.

Administrative Agent’s Reliance, Etc. Neither the (a) The Administrative Agent nor any of its directors, officers, agents or employees shall not be liable to the Banks for any action taken or omitted to be taken by it or them under or in connection with this AgreementAgreement or the other Loan Documents with the consent of or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, except for or as the Administrative Agent shall believe in good faith to be necessary, under the circumstances as provided in the Loan Documents) or in the absence of its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative Agent: misconduct (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 such absence to be taken in good faith presumed unless otherwise determined by it in accordance with the advice a court of such counsel, accountants or experts; (ii) makes no warranty or representation competent jurisdiction by a final and nonappealable judgment). The Administrative Agent shall be deemed not to any Bank and shall not be responsible to any 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 knowledge of any Default unless and until written notice thereof (stating that it is a “notice of the terms, covenants or conditions of this Agreement on the part of the Borrower or default”) is given to inspect the property (including the books and records) of the Borrower or any of its Subsidiaries; (iv) shall not be responsible to any Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other instrument or document furnished pursuant hereto; (v) shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing; (vi) except as expressly set forth in the Credit Documents, the Administrative Agent shall not have any duty to discloseby Holdings, and shall not be liable for the failure to disclose, any information relating to the Borrower, any Subsidiary a Lender or any other Affiliate of any of an Issuer, and the foregoing that is communicated to or obtained by the Person serving as Administrative Agent or any of its Affiliates in any capacity; (vii) shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document delivered thereunder or in connection therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Loan Document or the occurrence of any Default, (iv) the sufficiency, validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document or (v) the satisfaction of any condition set forth in Article III IV or elsewhere in any Credit Loan Document, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent or satisfaction of any condition that expressly refers to the matters described therein being acceptable or satisfactory to the Administrative Agent; (viii) shall incur no liability . Notwithstanding anything herein to the Banks under contrary, the Administrative Agent shall not be liable for, or in respect be responsible for any loss, cost or expense suffered by Holdings, the Borrower, any Subsidiary, any Lender or any Issuer as a result of, any determination of this Agreement by acting upon the Revolving Credit Outstandings, any noticeof the component amounts thereof or any portion thereof attributable to each Lender or Issuer, consent, certificate or other instrument any Exchange Rate or writing (which may be by telecopier or other electronic communications) believed by it to be genuine and signed or sent by the proper party or parties and (ix) shall incur no liability to the Banks under or in respect of this Agreement by acting upon any statement made to it orally or by telephone and believed by it to be made by the proper Person (including, if applicable, a Financial Officer of such Person)Dollar Equivalent.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable to any of the Banks for any action taken or omitted to be taken by it or them under or in connection with this AgreementAgreement or the other Loan Documents, 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) shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing; (iii) shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its affiliates that is communicated to or obtained by the Person serving as the Administrative Agent or any of its affiliates in any capacity; (iv) makes no warranty or representation to any Bank and shall not be responsible to any Bank for any statements, warranties or representations (whether written or oral) made in or in connection with this AgreementAgreement or the other Loan Documents; (iiiv) 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 other Loan Documents on the part of the Borrower or the Guarantor (or as to the contents of any certificate, report or other document delivered hereunder or thereunder) or to inspect the property (including the books and records) of the Borrower or the Guarantor or any of their Subsidiaries, and shall not be deemed to have knowledge or notice of any Default or Event of Default unless and until it shall have received, at its Subsidiariesoffice specified in §22, a notice describing the same and entitled “Notice of Default”; (ivvi) shall not be responsible to any Bank for the due executionexecution (other than its own), legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other related agreement, instrument or document furnished pursuant hereto; (v) shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing; (vi) except as expressly set forth in the Credit Documents, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower, any Subsidiary or any other Affiliate of any of the foregoing that is communicated to or obtained by the Person serving as Administrative Agent or any of its Affiliates in any capacity; (vii) shall not be responsible for or have any duty to ascertain or inquire into the satisfaction of any condition set forth in Article III or elsewhere in any Credit Document, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent or satisfaction of any condition that expressly refers to the matters described therein being acceptable or satisfactory to the Administrative Agent; (viii) 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 telecopier telecopier, telegram, cable or other electronic communicationstelex) reasonably believed by it to be genuine and signed or sent by the proper party or parties and (ix) shall incur no liability parties. In determining compliance with any condition hereunder to the Banks under making of a Loan, or in respect the issuance of this Agreement a Letter of Credit, that by acting upon any statement made its terms must be fulfilled to it orally the satisfaction of a Bank or by telephone and believed by it an Issuing Bank, the Administrative Agent may presume that such condition is satisfactory to be made by such Bank or Issuing Bank unless the proper Person (including, if applicable, a Financial Officer Administrative Agent shall have received notice to the contrary from such Bank or Issuing Bank prior to the making of such Person)Loan or the issuance of such Letter of Credit.

Administrative Agent’s Reliance, Etc. Neither Notwithstanding any other provisions of this Agreement, any other Loan Documents or the Other Related Documents, neither the Administrative Agent nor any of its directors, officers, agents agents, employees or employees counsel shall be liable to the Banks for any action taken or omitted to be not taken by it or them under or in connection with this AgreementAgreement or any other Loan Document, except for its or their own gross negligence or willful misconductmisconduct in connection with its duties expressly set forth herein or therein. Without limitation of limiting the generality of the foregoing, the Administrative Agent: (i) may consult with legal counsel (including its own counsel or counsel for the BorrowerBorrower or any other Loan Party), 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; . Neither the Administrative Agent nor any of its directors, officers, agents, employees or counsel: (iia) makes no any warranty or representation to any Bank Lender or any other Person and shall not be responsible to any Bank Lender or any other Person for any statementsstatement, warranties warranty or representations (whether written representation made or oral) deemed made by Borrower, any other Loan Party or any other Person in or in connection with this AgreementAgreement or any other Loan Document; (iiib) 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 Loan Document or the satisfaction of any conditions precedent under this Agreement or any Loan Document on the part of the Borrower or to other Persons or inspect the property (including the property, books and records) or records of the Borrower or any of its Subsidiariesother Person; (ivc) shall not be responsible to any Bank Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Loan Document, any other instrument or document furnished pursuant hereto; (v) shall not be subject to thereto or any fiduciary Collateral covered thereby or other implied duties, regardless the perfection or priority of whether a Default has occurred and is continuing; (vi) except as expressly set forth any Lien in the Credit Documents, favor of the Administrative Agent on behalf of the Lenders in any such Collateral; (d) shall not have any duty to discloseliability in respect of any recitals, and shall not be liable for statements, certifications, representations or warranties contained in any of the failure to disclose, any information relating to the Borrower, any Subsidiary Loan Documents or Other Related Documents or any other Affiliate of any of the foregoing that is communicated to document, instrument, agreement, certificate or obtained by the Person serving as Administrative Agent or any of its Affiliates statement delivered in any capacityconnection therewith; and (vii) shall not be responsible for or have any duty to ascertain or inquire into the satisfaction of any condition set forth in Article III or elsewhere in any Credit Document, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent or satisfaction of any condition that expressly refers to the matters described therein being acceptable or satisfactory to the Administrative Agent; (viiie) shall incur no any liability to the Banks 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 may be by telecopier telephone, telecopy or other electronic communicationsmail) believed by it to be genuine and signed signed, sent or sent given by the proper party or parties parties. The Administrative Agent may execute any of its duties under the Loan Documents or Other Related Documents by or through agents, employees or attorneys-in-fact and (ix) shall incur no liability to not be responsible for the Banks under negligence or misconduct of any agent or attorney-in-fact that it selects in respect the absence of this Agreement by acting upon any statement made to it orally gross negligence or by telephone and believed by it to be made by the proper Person (including, if applicable, a Financial Officer of such Person)willful misconduct.

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 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) in the case of the Administrative Agent, may treat the payee of any Note as the holder thereof until the Administrative Agent receives and accepts an Assumption Agreement entered into by an Assuming Lender as provided in Section 2.18 or an Assignment and Acceptance entered into by the Lender that is the payee of such Note, as assignor, and an Eligible Assignee, as assignee, or, in the case of any other Agent, such Agent has received notice from the Administrative Agent that it has received and accepted such Assumption Agreement or Assignment and Acceptance, as the case may be, in each case as provided in Section 9.07; (b) 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 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; (iic) makes no warranty or representation to any Bank Lender Party and shall not be responsible to any Bank Lender Party for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreementthe Loan Documents; (iiid) 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 Borrower or any of its SubsidiariesLoan Party; (ive) shall not be responsible to any Bank Lender Party for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of this Agreement any lien or security interest created or purported to be created under or in connection with, any Loan Document or any other instrument or document furnished pursuant heretothereto; and (v) shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing; (vi) except as expressly set forth in the Credit Documents, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower, any Subsidiary or any other Affiliate of any of the foregoing that is communicated to or obtained by the Person serving as Administrative Agent or any of its Affiliates in any capacity; (vii) shall not be responsible for or have any duty to ascertain or inquire into the satisfaction of any condition set forth in Article III or elsewhere in any Credit Document, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent or satisfaction of any condition that expressly refers to the matters described therein being acceptable or satisfactory to the Administrative Agent; (viiif) shall incur no liability to the Banks 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 telecopier telegram, telecopy or telex or other electronic communicationscommunication) believed by it to be genuine and signed or sent by the proper party or parties and (ix) shall incur no liability to the Banks under or in respect of this Agreement by acting upon any statement made to it orally or by telephone and believed by it to be made by the proper Person (including, if applicable, a Financial Officer of such Person)parties.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its Affiliates nor any of their respective 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 AgreementAgreement or the other Loan Documents, except for damages solely caused by its or their own gross negligence or willful misconductmisconduct as finally determined by a court of competent jurisdiction. Without limitation of the generality of the foregoing, Administrative Agent and its Affiliates and their respective directors, officers, agents or employees: (a) may treat the payee of any Note as the holder thereof until it receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to Administrative Agent: ; (ib) may consult with legal counsel (including counsel for the Borrower)counsel, independent public chartered accountants and other experts and consultants 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 accountants, experts or expertsconsultants; (iic) makes no warranty or representation to any Bank Lender and shall not be responsible to any Bank Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this AgreementAgreement or the other Loan 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 or the other Loan Documents on the part of the Borrower any Loan Party or to inspect the property Collateral (including the books and records) of any Loan Party, the Borrower value or sufficiency of the Collateral or the validity, perfection, enforceability or priority of any of its SubsidiariesLien purported to be created by the Loan Documents; (ive) shall not be responsible to any Bank Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or the other Loan Documents or any other instrument or document furnished pursuant hereto; hereto or thereto and (v) shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing; (vi) except as expressly set forth in the Credit Documents, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower, any Subsidiary or any other Affiliate of any of the foregoing that is communicated to or obtained by the Person serving as Administrative Agent or any of its Affiliates in any capacity; (vii) shall not be responsible for or have any duty to ascertain or inquire into the satisfaction of any condition set forth in Article III or elsewhere in any Credit Document, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent or satisfaction of any condition that expressly refers to the matters described therein being acceptable or satisfactory to the Administrative Agent; (viiif) shall incur no liability to the Banks under or in respect of this Agreement or the other Loan Documents by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopier email, telecopy, telegram, cable or other electronic communicationstelex) believed by it to be genuine and signed or sent by the proper party or parties and (ix) shall incur no liability to the Banks under or in respect of this Agreement by acting upon any statement made to it orally or by telephone and believed by it to be made by the proper Person (including, if applicable, a Financial Officer of such Person)parties.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents agents, attorneys 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, Agreement except for its or their own gross negligence or willful misconduct. Without limitation of limiting the generality of the foregoing, the Administrative Agent: (i) may treat each Bank as the holder of the right to payment of its outstanding Loans until the Administrative Agent receives and accepts (together with any required transfer fee) an Assignment and Acceptance Agreement signed by such Bank and its Assignee in form satisfactory to the Administrative Agent and otherwise in accordance with the provisions of this Agreement; (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 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 expertsexperts if such counsel, accountants or other experts are selected without gross negligence or willful misconduct on the part of the Administrative Agent; (iiiii) makes no warranty or representation to any Bank and shall not be responsible to any Bank for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement; (iiiiv) except to the extent specifically required under this Agreement, 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 or any of its SubsidiariesBorrower; (ivv) shall not be responsible to any Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other instrument or document furnished pursuant hereto; (v) shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing; (vi) except as expressly set forth in the Credit Documents, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower, any Subsidiary or any other Affiliate of any of the foregoing that is communicated to or obtained by the Person serving as Administrative Agent or any of its Affiliates in any capacity; (vii) shall not be responsible for or have any duty to ascertain or inquire into the satisfaction of any condition set forth in Article III or elsewhere in any Credit Document, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent or satisfaction of any condition that expressly refers to the matters described therein being acceptable or satisfactory to the Administrative Agent; (viii) 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 telecopier telegram, cable or other electronic communicationstelex) believed by it in good faith to be genuine and signed or sent by the proper party or parties and (ix) shall incur no liability to the Banks under or in respect of this Agreement by acting upon any statement made to it orally or by telephone and believed by it to be made unless such action by the proper Person (including, if applicable, a Financial Officer of such Person)Administrative Agent constitutes gross negligence or willful misconduct on its part.

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 limiting the generality of the foregoing, the Administrative Agent: (i) may treat the payee of any Note as the holder thereof until the Administrative Agent receives and accepts an Assignment and Acceptance entered into by the Bank that is the payee of such Note, as assignor, and an Eligible Assignee, as assignee, as provided in Section 9.07; (ii) may consult with legal counsel (including counsel for the any 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; (iiiii) makes no warranty or representation to any Bank and shall not be responsible to any Bank 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 any Borrower or to inspect the property (including the books and records) of the Borrower or any of its SubsidiariesBorrower; (ivv) shall not be responsible to any Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other instrument or document furnished pursuant hereto; (v) shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing; (vi) except as expressly set forth in the Credit Documents, the Administrative Agent shall not have any duty to discloseascertain, and shall not be liable for inquire into or verify the failure to disclose, any information relating to the Borrower, any Subsidiary or any other Affiliate of any financial condition of the foregoing that is communicated to or obtained by the Person serving as Administrative Agent Company or any of its Affiliates in any capacitySubsidiaries; (vii) shall not be responsible for or have any no duty to ascertain or inquire into disclose to the satisfaction of any condition set forth in Article III or elsewhere in any Credit Document, other than to confirm receipt of items expressly Banks information that is not required to be delivered furnished by the Company to the Administrative Agent or satisfaction of any condition that expressly refers to at such time, but is voluntarily furnished by the matters described therein being acceptable or satisfactory Company to the Administrative AgentAgent (either in its capacity as Administrative Agent or in its individual capacity); and (viii) 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 telecopier or other electronic communicationstelegram) believed by it to be genuine and signed or sent by the proper party or parties parties. The Administrative Agent shall be entitled to advice of counsel concerning the contractual arrangement between the Administrative Agent and (ix) shall incur no liability the Banks and all matters pertaining to the Banks under or in respect of this Agreement by acting upon any statement made to it orally or by telephone and believed by it to be made by the proper Person (including, if applicable, a Financial Officer of such Person)Administrative Agent's duties hereunder.

Administrative Agent’s Reliance, Etc. Neither Notwithstanding any other provisions of this Agreement, any other Loan Documents or the Other Related Documents, neither the Administrative Agent nor any of its directors, officers, agents agents, employees or employees counsel shall be liable to the Banks for any action taken or omitted to be not taken by it or them under or in connection with this AgreementAgreement or any other Loan Document, except for its or their own gross negligence or willful misconductmisconduct in connection with its duties expressly set forth herein or therein as determined by a court of competent jurisdiction in a final non-appealable judgment. Without limitation of limiting the generality of the foregoing, the Administrative Agent: (i) may consult with legal counsel (including its own counsel or counsel for the BorrowerBorrower or any other Loan Party), 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; . Neither the Administrative Agent nor any of its directors, officers, agents, employees or counsel: (iia) makes no any warranty or representation to any Bank Lender or any other Person and shall not be responsible to any Bank Lender or any other Person for any statementsstatement, warranties warranty or representations (whether written representation made or oral) deemed made by the Borrower, any other Loan Party or any other Person in or in connection with this AgreementAgreement or any other Loan Document; (iiib) 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 Loan Document or the satisfaction of any conditions precedent under this Agreement or any Loan Document on the part of the Borrower or to other Persons or inspect the property (including the property, books and records) or records of the Borrower or any of its Subsidiariesother Person; (ivc) shall not be responsible to any Bank Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Loan Document, any other instrument or document furnished pursuant hereto; (v) shall not be subject to thereto or any fiduciary Collateral covered thereby or other implied duties, regardless the perfection or priority of whether a Default has occurred and is continuing; (vi) except as expressly set forth any Lien in the Credit Documents, favor of the Administrative Agent on behalf of the Lenders in any such Collateral; (d) shall not have any duty to discloseliability in respect of any recitals, and shall not be liable for statements, certifications, representations or warranties contained in any of the failure to disclose, any information relating to the Borrower, any Subsidiary Loan Documents or Other Related Documents or any other Affiliate of any of the foregoing that is communicated to document, instrument, agreement, certificate or obtained by the Person serving as Administrative Agent or any of its Affiliates statement delivered in any capacityconnection therewith; and (vii) shall not be responsible for or have any duty to ascertain or inquire into the satisfaction of any condition set forth in Article III or elsewhere in any Credit Document, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent or satisfaction of any condition that expressly refers to the matters described therein being acceptable or satisfactory to the Administrative Agent; (viiie) shall incur no any liability to the Banks 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 may be by telecopier telephone, telecopy or other electronic communicationsmail) believed by it to be genuine and signed signed, sent or sent given by the proper party or parties parties. The Administrative Agent may execute any of its duties under the Loan Documents or Other Related Documents by or through agents, employees or attorneys-in-fact and (ix) shall incur no liability to not be responsible for the Banks under negligence or misconduct of any agent or attorney-in-fact that it selects in respect the absence of this Agreement gross negligence or willful misconduct as determined by acting upon any statement made to it orally or by telephone and believed by it to be made by the proper Person (including, if applicable, a Financial Officer court of such Person)competent jurisdiction in a final non-appealable judgment.

Administrative Agent’s Reliance, Etc. The Administrative Agent shall not have any duties or obligations except for those expressly set forth in this Agreement and the other Loan Documents to which it is a party, and no implied covenants, duties, obligations or liabilities shall be read into this Agreement or any other Loan Documents on the part of the Administrative Agent. 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 AgreementAgreement or any of the other Loan Documents, except for its or their own gross negligence or willful misconduct, as determined in a final non-appealable decision by a court of competent jurisdiction. The Administrative Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary), or as the Administrative Agent shall believe in good faith shall be necessary, under the circumstances. The Administrative Agent shall be deemed not to have knowledge of any Default or Event of Default unless and until it has received written notice describing such event from a Loan Party or a Lender and stating that such notice is a “notice of Default” or “notice of Event of Default”, as applicable. The Administrative Agent shall take such action with respect to any such Default or Event of Default as shall be reasonably directed by the Required Lenders; provided, that unless and until the Administrative Agent shall have received such directions, the Administrative Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default as it shall deem advisable in the best interest of the Lenders. Without limitation of limiting the generality of the foregoing, the Administrative Agent: (i) may consult with legal counsel (including local counsel and counsel for the Borrower), any Loan Party) and 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 Bank Secured Party or any other Person and shall not be responsible to any Bank Secured Party or any Person for any statements, warranties or representations (whether written or oral) made in or in connection with this AgreementAgreement or the other Loan 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 the other Loan Documents on the part of the Borrower Deposit Bank or any other Person or to inspect the property (including the books and records) of the Borrower or any of its SubsidiariesLoan Party; (iv) shall not be responsible to any Bank Secured Party or any other Person for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement Agreement, the other Loan Documents, the Collateral or any other instrument or document furnished pursuant heretohereto or thereto; (v) shall not be subject to any fiduciary or other implied duties, duties regardless of whether a Default or Event of Default has occurred and is continuing; (vi) except as expressly set forth in the Credit Documents, the Administrative Agent shall not have any duty to disclosetake any discretionary action or exercise any discretionary powers, except discretionary rights and powers, expressly contemplated hereby or by the other Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents); provided that the Administrative Agent shall not be liable for required to take any action that, in its opinion or the failure to disclose, any information relating to the Borrower, any Subsidiary or any other Affiliate of any of the foregoing that is communicated to or obtained by the Person serving as Administrative Agent or any opinion of its Affiliates in any capacity; (vii) shall not be responsible for or have any duty to ascertain or inquire into the satisfaction of any condition set forth in Article III or elsewhere in any Credit Documentcounsel, other than to confirm receipt of items expressly required to be delivered to may expose the Administrative Agent to liability or satisfaction of that is contrary to any condition that expressly refers to the matters described therein being acceptable Loan Document or satisfactory to the Administrative Agentapplicable Law; and (viiivii) shall incur no liability to the Banks 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 may be delivered by telecopier telecopier, telegram, cable, e-mail or other electronic communicationstelex) believed by it to be genuine and signed or sent by the proper party or parties and (ix) shall incur no liability parties. The Administrative Agent may at any time request instructions from the applicable Lenders with respect to any actions or approvals which by the Banks under or in respect terms of this Agreement by acting upon or of any statement made of the other Loan Documents the Administrative Agent is permitted or required to take or to grant. If, in performing its duties under this Agreement, the Administrative Agent is required to decide between alternative courses of action or has received conflicted directions or any other directions from Lenders who do not satisfy the definition of Required Lenders, the Administrative Agent may refrain from taking any action until it orally receives instructions from the Required Lenders. Nothing herein or by telephone and believed by in any other Loan Document or related documents shall obligate the Administrative Agent to advance, expend or risk its own funds, or to take any action which in its reasonable judgment may cause it to incur any expense or financial or other liability for which it does not reasonably expect to be made indemnified to its satisfaction. The Administrative Agent shall not be liable for any indirect, special, punitive or consequential damages (included but not limited to lost profits) whatsoever, even if it has been informed of the likelihood thereof and regardless of the form of action. Before acting hereunder, the Administrative Agent shall be entitled to request, receive and rely upon such certificates and opinions as it may reasonably determine appropriate with respect to the satisfaction of any specified circumstances or conditions precedent to such action. The Administrative Agent shall not be responsible or liable for: (i) delays or failures in performance resulting from acts beyond its control, including but not limited to, acts of God, strikes, lockouts, riots, acts of war, epidemics, governmental regulations superimposed after the fact, fire, communication line failures, computer viruses, power failures, earthquakes or other disasters, the unavailability of communications or computer facilities, the failure of equipment or interruption of communications or computer facilities, or the unavailability of the Federal Reserve Bank wire or telex or other wire or communication facility, (ii) any delay, error omission or default of any mail, telegraph, cable or wireless agency or operator, or (iii) the acts or edicts of any government or governmental agency or other group or entity exercising governmental powers. The Administrative Agent shall not be liable for interest on any money received by it. For the proper Person avoidance of doubt, the Administrative Agent’s rights, protections, indemnities and immunities provided herein shall apply to the Administrative Agent for any actions taken or omitted to be taken under any Loan Documents and any other related agreements in any of their capacities. The Administrative Agent shall not be required to take any action under this Agreement, the other Loan Documents or any related document if taking such action (includingA) would subject the Administrative Agent to a tax in any jurisdiction where it is not then subject to a tax, if applicable, a Financial Officer of such Person)or (B) would require the Administrative Agent to qualify to do business in any jurisdiction where it is not then so qualified.

Administrative Agent’s Reliance, Etc. Neither the (a) Administrative Agent nor any of its directors, officers, agents or employees shall not be liable to the Banks for any action taken or omitted to be not taken by it (i) with the consent or them at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Sections 8 and 10.2) or (ii) in connection with this Agreement, except for the absence of its or their own gross negligence or willful misconductmisconduct as determined by a court of competent jurisdiction by final and non-appealable judgment. 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 Bank and shall not be responsible to any 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 or any of its Subsidiaries; (iv) shall not be responsible to any Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other instrument or document furnished pursuant hereto; (v) shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing; (vi) except as expressly set forth in the Credit Documents, the Administrative Agent shall be deemed not to have knowledge of any duty to disclose, Default or Event of Default unless and shall not be liable for the failure to disclose, any information relating to the until a Borrower, any Subsidiary a Lender, or any other Affiliate Issuing Lender has given written notice describing such Default or Event of any of the foregoing that is communicated Default to or obtained by the Person serving as Administrative Agent. Administrative Agent or any of its Affiliates in any capacity; (vii) shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default or Event of Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document, or the creation, perfection or priority of any Lien purported to be created by the Security Documents, or (v) the satisfaction of any condition set forth in Article III Section 4 or elsewhere in any Credit Documentherein or therein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent or satisfaction of any condition that expressly refers to the matters described therein being acceptable or satisfactory to the Administrative Agent; (viii) 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 telecopier or other electronic communications) believed by it to be genuine and signed or sent by the proper party or parties and (ix) shall incur no liability to the Banks under or in respect of this Agreement by acting upon any statement made to it orally or by telephone and believed by it to be made by the proper Person (including, if applicable, a Financial Officer of such Person).

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 Agreement or the Loans (a) with the consent or at the request of the Majority Banks or (b) in the absence of its or their own gross negligence or willful misconductmisconduct (IT BEING THE EXPRESS INTENTION OF THE PARTIES THAT THE ADMINISTRATIVE AGENT AND ITS DIRECTORS, OFFICERS, AGENTS AND EMPLOYEES SHALL HAVE NO LIABILITY FOR ACTIONS AND OMISSIONS UNDER THIS SECTION 7.02 RESULTING FROM THEIR SOLE ORDINARY OR CONTRIBUTORY NEGLIGENCE). Without limitation of the generality of the foregoing, the Administrative Agent: (i) may treat the original holder, or the holder named in the most recent notice of assignment received by it pursuant to this Section 7.02, as the case may be, of each Loan as the holder thereof until the Administrative Agent receives written notice of the assignment or transfer thereof signed by such holder and in form satisfactory to the Administrative Agent; (ii) may consult with legal counsel (including counsel for the any 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; (iiiii) makes no warranty or representation to any Bank and shall not be responsible to any Bank for any statements, warranties or representations (whether written or oral) made in or in connection with this AgreementAgreement or any Loan; (iiiiv) except as otherwise expressly provided herein, shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement on the part of the Borrower or to inspect the property (including the books and records) of the Borrower or any of its SubsidiariesBorrower; (ivv) shall not be responsible to any Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other instrument or document furnished pursuant hereto; (v) shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing; (vi) except as expressly set forth in the Credit Documents, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower, any Subsidiary or any other Affiliate of any of the foregoing that is communicated to or obtained by the Person serving as Administrative Agent or any of its Affiliates in any capacity; (vii) shall not be responsible for or have any duty to ascertain or inquire into the satisfaction of any condition set forth in Article III or elsewhere in any Credit Document, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent or satisfaction of any condition that expressly refers to the matters described therein being acceptable or satisfactory to the Administrative Agent; (viii) shall incur no liability to the Banks under or in respect of this Agreement or any Loan by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopier or other electronic communicationsfacsimile transmission) reasonably believed by it to be genuine and signed or sent by the proper party or parties and (ix) shall incur no liability to the Banks under or in respect of this Agreement by acting upon any statement made to it orally or by telephone and believed by it to be made by the proper Person (including, if applicable, a Financial Officer of such Person)parties.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable to any of the Banks for any action taken or omitted to be taken by it or them under or in connection with this AgreementAgreement or the other Loan Documents, 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 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) shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing; (iii) shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Borrower or any of its affiliates that is communicated to or obtained by the Person serving as the Administrative Agent or any of its affiliates in any capacity; (iv) makes no warranty or representation to any Bank and shall not be responsible to any Bank for any statements, warranties or representations (whether written or oral) made in or in connection with this AgreementAgreement or the other Loan Documents; (iiiv) 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 other Loan Documents on the part of the Borrower Borrowers or the Guarantor (or as to the contents of any certificate, report or other document delivered hereunder or thereunder) or to inspect the property (including the books and records) of any Borrower or the Borrower Guarantor or any of their Subsidiaries, and shall not be deemed to have knowledge or notice of any Default or Event of Default unless and until it shall have received, at its Subsidiariesoffice specified in §22, a notice describing the same and entitled “Notice of Default”; (ivvi) shall not be responsible to any Bank for the due executionexecution (other than its own), legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other related agreement, instrument or document furnished pursuant hereto; (v) shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing; (vi) except as expressly set forth in the Credit Documents, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower, any Subsidiary or any other Affiliate of any of the foregoing that is communicated to or obtained by the Person serving as Administrative Agent or any of its Affiliates in any capacity; (vii) shall not be responsible for or have any duty to ascertain or inquire into the satisfaction of any condition set forth in Article III or elsewhere in any Credit Document, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent or satisfaction of any condition that expressly refers to the matters described therein being acceptable or satisfactory to the Administrative Agent; (viii) 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 telecopier telecopier, telegram, cable or other electronic communicationstelex) reasonably believed by it to be genuine and signed or sent by the proper party or parties and (ix) shall incur no liability parties. In determining compliance with any condition hereunder to the Banks under making of a Loan, or in respect the issuance of this Agreement a Letter of Credit, that by acting upon any statement made its terms must be fulfilled to it orally the satisfaction of a Bank or by telephone and believed by it an Issuing Bank, the Administrative Agent may presume that such condition is satisfactory to be made by such Bank or Issuing Bank unless the proper Person (including, if applicable, a Financial Officer Administrative Agent shall have received notice to the contrary from such Bank or Issuing Bank prior to the making of such Person)Loan or the issuance of such Letter of Credit.

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, 76 128384814_9 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 Bank and shall not be responsible to any 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 or any of its Subsidiaries; (iv) shall not be responsible to any Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other instrument or document furnished pursuant hereto; (v) shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing; (vi) except as expressly set forth in the Credit Documents, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower, any Subsidiary or any other Affiliate of any of the foregoing that is communicated to or obtained by the Person serving as Administrative Agent or any of its Affiliates in any capacity; (vii) shall not be responsible for or have any duty to ascertain or inquire into the satisfaction of any condition set forth in Article III or elsewhere in any Credit Document, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent or satisfaction of any condition that expressly refers to the matters described therein being acceptable or satisfactory to the Administrative Agent; (viii) 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 telecopier or other electronic communications) believed by it to be genuine and signed or sent by the proper party or parties and (ix) shall incur no liability to the Banks under or in respect of this Agreement by acting upon any statement made to it orally or by telephone and believed by it to be made by the proper Person (including, if applicable, a Financial Officer of such Person).

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees Related Parties shall be liable to the Banks 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 any FS/KKR Party with the Borrowerconsent of such counsel), 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 [FS Investment] Loan and Security Agreement representation to any Bank and shall not be responsible to any Bank 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 any FS/KKR Party or to inspect the property (including the books and records) of the Borrower or any of its SubsidiariesFS/KKR Party; (iv) shall not be responsible to any Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement Agreement, any of the other Transaction Documents or any other instrument or document furnished pursuant heretohereto or thereto; (v) shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred may rely upon and is continuing; (vi) except as expressly set forth in the Credit Documents, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower, any Subsidiary or any other Affiliate of any of the foregoing that is communicated to or obtained by the Person serving as Administrative Agent or any of its Affiliates in any capacity; (vii) shall not be responsible for or have any duty to ascertain or inquire into the satisfaction of any condition set forth in Article III or elsewhere in any Credit Document, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent or satisfaction of any condition that expressly refers to the matters described therein being acceptable or satisfactory to the Administrative Agent; (viii) shall incur no liability to the Banks 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 telecopier or other electronic communicationsfacsimile) believed by it to be genuine and signed or sent by the proper party or parties and (ix) shall incur no liability to the Banks under parties, or in respect of this Agreement by acting upon any statement made to it orally or by telephone and believed by it to be have been made by the proper Person (includingPerson. In determining compliance with any condition hereunder to the making of an Advance, if applicablethat by its terms must be fulfilled to the satisfaction of a Lender, a Financial Officer the Administrative Agent may presume that such condition is satisfactory to such Lender unless the Administrative Agent shall have received notice to the contrary from such Lender prior to the making of such Person)Advance.

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 Bank and shall not be responsible to any 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 or any of its Subsidiaries; (iv) shall not be responsible to any Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other instrument or document furnished pursuant hereto; (v) shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing; (vi) except as expressly set forth in the Credit Documents, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower, any Subsidiary or any other Affiliate of any of the foregoing that is communicated to or obtained by the Person serving as Administrative Agent or any of its Affiliates in any capacity; (vii) shall not be responsible for or have any duty to ascertain or inquire into the satisfaction of any condition set forth in Article III or elsewhere in any Credit Document, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent or satisfaction of any condition that expressly refers to the matters described therein being acceptable or satisfactory to the Administrative Agent; (viii) 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 telecopier or other electronic communications) believed by it to be genuine and signed or sent by the proper party or parties and (ix) shall incur no liability to the Banks under or in respect of this Agreement by acting upon any statement made to it orally or by telephone and believed by it to be made by the proper Person (including, if applicable, a Financial Officer of such Person). Section 9.03.

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 limiting the generality of the foregoing, the Administrative Agent: (i) may treat the payee of any Note as the holder thereof until the Administrative Agent receives and accepts an Assignment and Acceptance entered into by the Bank that is the payee of such Note, as assignor, and an Eligible Assignee, as assignee, as provided in Section 9.07; ------------ (ii) may consult with legal counsel (including counsel for the any 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; (iiiii) makes no warranty or representation to any Bank and shall not be responsible to any Bank 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 any Borrower or to inspect the property (including the books and records) of the Borrower or any of its SubsidiariesBorrower; (ivv) shall not be responsible to any Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other instrument or document furnished pursuant hereto; (v) shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing; (vi) except as expressly set forth in the Credit Documents, the Administrative Agent shall not have any duty to discloseascertain, and shall not be liable for inquire into or verify the failure to disclose, any information relating to the Borrower, any Subsidiary or any other Affiliate of any financial condition of the foregoing that is communicated to or obtained by the Person serving as Administrative Agent Company or any of its Affiliates in any capacitySubsidiaries; (vii) shall not be responsible for or have any no duty to ascertain or inquire into disclose to the satisfaction of any condition set forth in Article III or elsewhere in any Credit Document, other than to confirm receipt of items expressly Banks information that is not required to be delivered furnished by the Company to the Administrative Agent or satisfaction of any condition that expressly refers to at such time, but is voluntarily furnished by the matters described therein being acceptable or satisfactory Company to the Administrative AgentAgent (either in its capacity as Administrative Agent or in its individual capacity); and (viii) 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 telecopier or other electronic communicationstelegram) believed by it to be genuine and signed or sent by the proper party or parties parties. The Administrative Agent shall be entitled to advice of counsel concerning the contractual arrangement between the Administrative Agent and (ix) shall incur no liability the Banks and all matters pertaining to the Banks under or in respect of this Agreement by acting upon any statement made to it orally or by telephone and believed by it to be made by the proper Person (including, if applicable, a Financial Officer of such Person)Administrative Agent's duties hereunder.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable to any Lender, any Fronting Bank, any Swing Line Lender or the Banks Borrowers 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 misconductmisconduct as determined by the final, non-appealable judgment of a court of competent jurisdiction. Without limitation of the generality of the foregoing, the Administrative Agent: (i) may treat each Lender listed in the Register as a “Lender” with a Commitment in the amount recorded in the Register until the Administrative Agent receives and accepts an Assignment and Assumption entered into by a Lender listed in the Register, as assignor, and the applicable assignee, as provided in Section 8.08, at which time the Administrative Agent will make such recordations in the Register as are appropriate to reflect the assignment effected by such Assignment and Assumption; (ii) may consult with legal counsel (including counsel for the BorrowerBorrowers), 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; (iiiii) makes no warranty or representation to any Lender, any Fronting Bank or any Swing Line Lender and shall not be responsible to any Lender, any Fronting Bank or any Swing Line Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreementthe Loan Documents; (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 the Loan Documents on the part of the Borrower Borrowers or to inspect the property (including the books and records) of the Borrowers, and, without limiting the foregoing, shall be deemed not to have knowledge of any Default or Event of Default unless and until written notice is given by a Lender or a Borrower or any to the Administrative Agent in accordance with the terms of its Subsidiariesthis Agreement; (ivv) shall not be responsible to any Lender, any Fronting Bank or any Swing Line Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement the Loan Documents or any other instrument or document furnished pursuant heretothereto; (v) shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing; (vi) except as expressly set forth in the Credit Documents, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower, any Subsidiary or any other Affiliate of any of the foregoing that is communicated to or obtained by the Person serving as Administrative Agent or any of its Affiliates in any capacity; (vii) shall not be responsible for or have any duty to ascertain or inquire into the satisfaction of any condition set forth in Article III or elsewhere in any Credit Document, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent or satisfaction of any condition that expressly refers to the matters described therein being acceptable or satisfactory to the Administrative Agent; (viii) 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 telecopier facsimile or other electronic communicationse-mail) believed by it in good faith to be genuine and signed or sent by the proper party or parties and (ix) shall incur no liability to the Banks under or in respect of this Agreement by acting upon any statement made to it orally or by telephone and believed by it to be made by the proper Person (including, if applicable, a Financial Officer of such Person)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 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. The Administrative Agent shall not be liable to the Borrower, any Lender, any other Secured Party or any other Person with respect to any determination made by it in good faith unless it shall be determined that the Administrative Agent was grossly negligent in ascertaining the pertinent facts. Each Secured Party hereby waives any and all claims against the Administrative Agent or any of its Affiliates for any action taken or omitted to be taken by the Administrative Agent or any of its Affiliates under or in connection with this Agreement 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 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 Bank and shall not be responsible to any Bank for any statements, warranties or representations (whether written or oral) made in or in connection with this AgreementAgreement or any other Transaction 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 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 or any of its Subsidiariesthe Collateral Manager; (iv) shall not be responsible to any Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement Agreement, any of the other Transaction Documents or any other instrument or document furnished pursuant heretohereto or thereto; (v) shall not be subject to incur no liability under or in respect of this Agreement or any fiduciary of the other Transaction Documents by acting upon any notice (including notice by telephone), consent, certificate or other implied duties, regardless of whether a Default has occurred instrument or writing (which may be by facsimile) believed by it to be genuine and is continuingsigned or sent by the proper party or parties; (vi) except as expressly set forth in the Credit Documents, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower, any Subsidiary or any other Affiliate of any of the foregoing that is communicated to or obtained by the Person serving as Administrative Agent or any of its Affiliates in any capacity; (vii) shall not be responsible for or have any duty to ascertain or inquire into the contents of any certificate, report or other document delivered thereunder or in connection therewith; (vii) shall be entitled to reasonably rely upon, and shall not incur any liability for reasonably relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper Person and the Administrative Agent also may reasonably rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper person, and shall not incur any liability for reasonably relying thereon; and (viii) shall not have any duty to inquire into the satisfaction of any condition conditions precedent set forth in Article III or elsewhere in any Credit Documentthis Agreement, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent or satisfaction of Agent. In determining compliance with any condition that expressly refers to the matters described therein being acceptable or making of an Advance, the Administrative Agent may presume that such condition is satisfactory to such Lender unless the Administrative Agent; (viii) shall incur no liability Agent receives notice 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 telecopier or other electronic communications) believed by it to be genuine and signed or sent by the proper party or parties and (ix) shall incur no liability contrary from such Lender prior to the Banks under or in respect of this Agreement by acting upon any statement made to it orally or by telephone and believed by it to be made by the proper Person (including, if applicable, a Financial Officer making of such Person).loan. ‑171‑

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 limiting the generality of the foregoing, the Administrative Agent: (i) may treat the payee of any Note as the holder thereof until the Administrative Agent receives and accepts an Assignment and Acceptance entered into by the Bank that is the payee of such Note, as assignor, and an Eligible Assignee, as assignee, as provided in Section 9.07; ------------ (ii) may consult with legal counsel (including counsel for the any 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; (iiiii) makes no warranty or representation to any Bank and shall not be responsible to any Bank 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 any Borrower or to inspect the property (including the books and records) of the Borrower or any of its SubsidiariesBorrower; (ivv) shall not be responsible to any Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other instrument or document furnished pursuant hereto; (v) shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing; (vi) except as expressly set forth in the Credit Documents, the Administrative Agent shall not have any duty to discloseascertain, and shall not be liable for inquire into or verify the failure to disclose, any information relating to the Borrower, any Subsidiary or any other Affiliate of any financial condition of the foregoing that is communicated to or obtained by the Person serving as Administrative Agent Company or any of its Affiliates in any capacitySubsidiaries; (vii) shall not be responsible for or have any no duty to ascertain or inquire into disclose to the satisfaction of any condition set forth in Article III or elsewhere in any Credit Document, other than to confirm receipt of items expressly Banks information that is not required to be delivered furnished by the Company to the Administrative Agent or satisfaction of any condition that expressly refers to at such time, but is voluntarily furnished by the matters described therein being acceptable or satisfactory Company to the Administrative AgentAgent (either in its capacity as Administrative Agent or in its individual capacity); and (viii) 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 telecopier or other electronic communicationstelegram) believed by it to be genuine and signed or sent by the proper party or parties parties. The Administrative Agent shall be entitled to advice of counsel concerning the contractual arrangement between the Administrative Agent and (ix) shall incur no liability the Banks and all matters pertaining to the Banks under or in respect of this Agreement by acting upon any statement made to it orally or by telephone and believed by it to be made by the proper Person (including, if applicable, a Financial Officer of such Person)Administrative Agent's duties hereunder.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable to any Lender, any Fronting Bank or the Banks Borrowers for any action taken or omitted to be 112461100 v3 taken by it or them under or in connection with this Agreement, except for its or their own gross negligence or willful misconductmisconduct as determined by the final, non-appealable judgment of a court of competent jurisdiction. Without limitation of the generality of the foregoing, the Administrative Agent: (i) may treat each Lender listed in the Register as a “Lender” with a Commitment in the amount recorded in the Register until the Administrative Agent receives and accepts an Assignment and Assumption entered into by a Lender listed in the Register, as assignor, and the applicable assignee, as provided in Section 8.08, at which time the Administrative Agent will make such recordations in the Register as are appropriate to reflect the assignment effected by such Assignment and Assumption; (ii) may consult with legal counsel (including counsel for the BorrowerBorrowers), 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; (iiiii) makes no warranty or representation to any Lender or any Fronting Bank and shall not be responsible to any Lender or any Fronting Bank for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreementthe Loan Documents; (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 the Loan Documents on the part of the Borrower Borrowers or to inspect the property (including the books and records) of the Borrowers, and, without limiting the foregoing, shall be deemed not to have knowledge of any Default or Event of Default unless and until written notice is given by a Lender or a Borrower or any to the Administrative Agent in accordance with the terms of its Subsidiariesthis Agreement; (ivv) shall not be responsible to any Lender or any Fronting Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement the Loan Documents or any other instrument or document furnished pursuant heretothereto; (v) shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing; (vi) except as expressly set forth in the Credit Documents, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower, any Subsidiary or any other Affiliate of any of the foregoing that is communicated to or obtained by the Person serving as Administrative Agent or any of its Affiliates in any capacity; (vii) shall not be responsible for or have any duty to ascertain or inquire into the satisfaction of any condition set forth in Article III or elsewhere in any Credit Document, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent or satisfaction of any condition that expressly refers to the matters described therein being acceptable or satisfactory to the Administrative Agent; (viii) 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 telecopier facsimile or other electronic communicationse-mail) believed by it in good faith to be genuine and signed or sent by the proper party or parties and (ix) shall incur no liability to the Banks under or in respect of this Agreement by acting upon any statement made to it orally or by telephone and believed by it to be made by the proper Person (including, if applicable, a Financial Officer of such Person)parties.

Administrative Agent’s Reliance, Etc. Neither Notwithstanding any other provisions of this Agreement, any other Loan Documents or the Other Related Documents, neither the Administrative Agent nor any of its directors, officers, agents agents, employees or employees counsel shall be liable to the Banks for any action taken or omitted to be not taken by it or them under or in connection with this AgreementAgreement or any other Loan Document, except for its or their own gross negligence or willful misconductINCLUDING ACTIONS WHICH MAY CONSTITUTE NEGLIGENCE OR ANY STRICT LIABILITY, EXCEPT FOR ITS OR THEIR OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT IN CONNECTION WITH ITS OR THEIR DUTIES EXPRESSLY SET FORTH HEREIN OR THEREIN. Without limitation of limiting the generality of the foregoing, the Administrative Agent: (i) may consult with legal counsel (including its own counsel or counsel for the BorrowerBorrower or any other Loan Party), 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; . Neither the Administrative Agent nor any of its directors, officers, agents, employees or counsel: (iia) makes no any warranty or representation to any Bank Lender or any other Person and shall not be responsible to any Bank Lender or any other Person for any statementsstatement, warranties warranty or representations (whether written representation made or oral) deemed made by the Borrower, any other Loan Party or any other Person in or in connection with this AgreementAgreement or any other Loan Document; (iiib) 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 Loan Document or the satisfaction of any conditions precedent under this Agreement or any Loan Document on the part of the Borrower or to other Persons or inspect the property (including the property, books and records) or records of the Borrower or any of its Subsidiariesother Person; (ivc) shall not be responsible to any Bank Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Loan Document, any other instrument or document furnished pursuant hereto; (v) shall not be subject to thereto or any fiduciary Collateral covered thereby or other implied duties, regardless the perfection or priority of whether a Default has occurred and is continuing; (vi) except as expressly set forth any Lien in the Credit Documents, favor of the Administrative Agent on behalf of the Lenders in any such Collateral; (d) shall not have any duty to discloseliability in respect of any recitals, and shall not be liable for statements, certifications, representations or warranties contained in any of the failure to disclose, any information relating to the Borrower, any Subsidiary Loan Documents or Other Related Documents or any other Affiliate of any of the foregoing that is communicated to document, instrument, agreement, certificate or obtained by the Person serving as Administrative Agent or any of its Affiliates statement delivered in any capacityconnection therewith; and (vii) shall not be responsible for or have any duty to ascertain or inquire into the satisfaction of any condition set forth in Article III or elsewhere in any Credit Document, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent or satisfaction of any condition that expressly refers to the matters described therein being acceptable or satisfactory to the Administrative Agent; (viiie) shall incur no any liability to the Banks 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 may be by telecopier telephone, telecopy or other electronic communicationsmail) believed by it to be genuine and signed signed, sent or sent given by the proper party or parties parties. The Administrative Agent may execute any of its duties under the Loan Documents or Other Related Documents by or through agents, employees or attorneys-in-fact and (ix) shall incur no liability to not be responsible for the Banks under negligence or misconduct of any agent or attorney-in-fact that it selects in respect the absence of this Agreement by acting upon any statement made to it orally gross negligence or by telephone and believed by it to be made by the proper Person (including, if applicable, a Financial Officer of such Person)willful misconduct.

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 Agreement (including the Guaranty) or the Notes (a) with the consent or at the request of the Majority Banks or (b) in the absence of its or their own gross negligence or willful misconductmisconduct (IT BEING THE EXPRESS INTENTION OF THE PARTIES THAT THE ADMINISTRATIVE AGENT AND ITS RESPECTIVE DIRECTORS, OFFICERS, AGENTS AND EMPLOYEES SHALL HAVE NO LIABILITY FOR ACTIONS AND OMISSIONS UNDER THIS SECTION 7.02 RESULTING FROM THEIR ORDINARY SOLE OR CONTRIBUTORY NEGLIGENCE). Without limitation of the generality of the foregoing, the Administrative Agent: (i) may treat the payee of each Note as the holder thereof until the Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Administrative Agent; (ii) may consult with legal counsel (including counsel for the BorrowerBorrowers), 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; (iiiii) makes no warranty or representation to any Bank and shall not be responsible to any Bank for any statements, warranties or representations (whether written or oral) made in or in connection with this AgreementAgreement or any Note by any other Person; (iiiiv) except as otherwise expressly provided herein, shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement on the part of the Borrower or any Note or to inspect the property (including the books and records) of the Borrower or any of its SubsidiariesBorrower; (ivv) except for its own due execution and delivery thereof (as applicable) shall not be responsible to any Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement (including the Guaranty) or any Note or any other instrument or document furnished pursuant heretohereto or thereto; (v) shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing; (vi) except as expressly set forth in the Credit Documents, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower, any Subsidiary or any other Affiliate of any of the foregoing that is communicated to or obtained by the Person serving as Administrative Agent or any of its Affiliates in any capacity; (vii) shall not be responsible for or have any duty to ascertain or inquire into the satisfaction of any condition set forth in Article III or elsewhere in any Credit Document, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent or satisfaction of any condition that expressly refers to the matters described therein being acceptable or satisfactory to the Administrative Agent; (viii) shall incur no liability to the Banks under or in with respect of this Agreement or any Note by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopier telegram, telecopier, cable or other electronic communicationstelex) reasonably believed by it to be genuine and signed or sent by the proper party or parties and (ix) shall incur no liability to the Banks under or in respect of this Agreement by acting upon any statement made to it orally or by telephone and believed by it to be made by the proper Person (including, if applicable, a Financial Officer of such Person)parties.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable to any Lender or the Banks Borrower 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 each Lender listed in the Register as a “Lender” with a Commitment in the amount recorded in the Register until the Administrative Agent receives and accepts an Assignment and Assumption entered into by a Lender listed in the Register, as assignor, and the applicable assignee, as provided in Section 8.08, at which time the Administrative Agent will make such recordations in the Register as are appropriate to reflect the assignment effected by such Assignment and Assumption; (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 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; (iiiii) makes no warranty or representation to any Bank Lender and shall not be responsible to any Bank Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreementthe Loan Documents; (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 the Loan Documents on the part of the Borrower or to inspect the property (including the books and records) of the Borrower, and, without limiting the foregoing, shall be deemed not to have knowledge of any Default or Event of Default unless and until written notice is given by a Lender or the Borrower or any to the Administrative Agent in accordance with the terms of its Subsidiariesthis Agreement; (ivv) shall not be responsible to any Bank Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement the Loan Documents or any other instrument or document furnished pursuant heretothereto; (v) shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing; (vi) except as expressly set forth in the Credit Documents, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower, any Subsidiary or any other Affiliate of any of the foregoing that is communicated to or obtained by the Person serving as Administrative Agent or any of its Affiliates in any capacity; (vii) shall not be responsible for or have any duty to ascertain or inquire into the satisfaction of any condition set forth in Article III or elsewhere in any Credit Document, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent or satisfaction of any condition that expressly refers to the matters described therein being acceptable or satisfactory to the Administrative Agent; (viii) 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 telecopier facsimile or other electronic communicationse-mail) believed by it in good faith to be genuine and signed or sent by the proper party or parties and (ix) shall incur no liability to the Banks under or in respect of this Agreement by acting upon any statement made to it orally or by telephone and believed by it to be made by the proper Person (including, if applicable, a Financial Officer of such Person)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 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 Each Secured Party hereby waives any and all claims against the Administrative Agent or any of its Affiliates for any action taken or omitted to be taken by the Administrative Agent or any of its Affiliates under or in connection with this Agreement or any of the generality of other Transaction Documents, 153 except for its or their own gross negligence or willful misconduct. The Administrative Agent shall not be liable to the Borrower, any Lender, any Secured Party or any other Person with respect to any determination made by it in good faith unless it shall be determined that the Administrative Agent was grossly negligent in ascertaining the pertinent facts. Without 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 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 Bank and shall not be responsible to any 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 or any of the other Transaction Documents on the part of the Borrower Borrower, the Originator, or the Collateral Manager or to inspect the property (including the books and records) of the Borrower Borrower, the Originator, or any of its Subsidiariesthe Collateral Manager; (iv) shall not be responsible to any Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement Agreement, any of the other Transaction Documents or any other instrument or document furnished pursuant heretohereto or thereto; and (v) shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing; (vi) except as expressly set forth in the Credit Documents, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower, any Subsidiary or any other Affiliate of any of the foregoing that is communicated to or obtained by the Person serving as Administrative Agent or any of its Affiliates in any capacity; (vii) shall not be responsible for or have any duty to ascertain or inquire into the satisfaction of any condition set forth in Article III or elsewhere in any Credit Document, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent or satisfaction of any condition that expressly refers to the matters described therein being acceptable or satisfactory to the Administrative Agent; (viii) may rely upon and/or shall incur no liability to the Banks 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 telecopier or other electronic communicationsfacsimile) believed by it to be genuine and signed or sent by the proper party or parties and (ix) shall incur no liability to the Banks under parties, or in respect of this Agreement by acting upon any statement made to it orally or by telephone and believed by it to be have been made by the proper Person (includingPerson. In determining compliance with any condition hereunder to the making of an Advance that by its terms must be fulfilled to the satisfaction of a Lender, if applicable, a Financial Officer the Administrative Agent may presume that such condition is satisfactory to such Lender unless the Administrative Agent shall have received notice to the contrary from such Lender prior to the making of such Person)Advance.

Administrative Agent’s Reliance, Etc. Neither Notwithstanding any other provisions of this Agreement, any other Loan Documents or the Other Related Documents, neither the Administrative Agent nor any of its directors, officers, agents agents, employees or employees counsel shall be liable to the Banks for any action taken or omitted to be not taken by it or them under or in connection with this AgreementAgreement or any other Loan Document, except for its or their own gross negligence or willful misconductINCLUDING ACTIONS WHICH MAY CONSTITUTE NEGLIGENCE OR ANY STRICT LIABILITY, EXCEPT FOR ITS OR THEIR OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT IN CONNECTION WITH ITS OR THEIR DUTIES EXPRESSLY SET FORTH HEREIN OR THEREIN TO THE EXTENT SUCH GROSS NEGLIGENCE OR WILLFUL MISCONDUCT IS DETERMINED BY A COURT OF COMPETENT JURISDICTION BY A FINAL AND NON-APPEALABLE JUDGMENT. Without limitation of limiting the generality of the foregoing, the Administrative Agent: (i) may consult with legal counsel (including its own counsel or counsel for the BorrowerBorrower or any other Loan Party), 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; . Neither the Administrative Agent nor any of its directors, officers, agents, employees or counsel: (iia) makes no any warranty or representation to any Bank Lender or any other Person and shall not be responsible to any Bank Lender or any other Person for any statementsstatement, warranties warranty or representations (whether written representation made or oral) deemed made by the Borrower, any other Loan Party or any other Person in or in connection with this AgreementAgreement or any other Loan Document; (iiib) 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 Loan Document or the satisfaction of any conditions precedent under this Agreement or any Loan Document on the part of the Borrower or to other Persons or inspect the property (including the property, books and records) or records of the Borrower or any of its Subsidiariesother Person; (ivc) shall not be responsible to any Bank Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Loan Document, any other instrument or document furnished pursuant hereto; (v) shall not be subject to thereto or any fiduciary Collateral covered thereby or other implied duties, regardless the perfection or priority of whether a Default has occurred and is continuing; (vi) except as expressly set forth any Lien in the Credit Documents, favor of the Administrative Agent on behalf of the Lenders in any such Collateral; (d) shall not have any duty to discloseliability in respect of any recitals, and shall not be liable for statements, certifications, representations or warranties contained in any of the failure to disclose, any information relating to the Borrower, any Subsidiary Loan Documents or Other Related Documents or any other Affiliate of any of the foregoing that is communicated to document, instrument, agreement, certificate or obtained by the Person serving as Administrative Agent or any of its Affiliates statement delivered in any capacityconnection therewith; and (vii) shall not be responsible for or have any duty to ascertain or inquire into the satisfaction of any condition set forth in Article III or elsewhere in any Credit Document, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent or satisfaction of any condition that expressly refers to the matters described therein being acceptable or satisfactory to the Administrative Agent; (viiie) shall incur no any liability to the Banks 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 may be by telecopier telephone, telecopy or other electronic communicationsmail) believed by it to be genuine and signed signed, sent or sent given by the proper party or parties parties. The Administrative Agent may execute any of its duties under the Loan Documents or Other Related Documents by or through agents, employees or attorneys-in-fact and (ix) shall incur no liability to not be responsible for the Banks under negligence or misconduct of any agent or attorney-in-fact that it selects in respect the absence of this Agreement by acting upon any statement made to it orally gross negligence or by telephone and believed by it to be made by the proper Person (including, if applicable, a Financial Officer of such Person)willful misconduct.

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 as Administrative Agent under or in connection with this AgreementNote 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 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 Bank DFC Owner and shall not be responsible to any Bank DFC Owner for any statements, warranties or representations (whether written made by the Seller, AFL or oral) made in or the Indenture Trustee in connection with this Note Purchase 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 Note Purchase Agreement on the part of the Borrower Seller, AFL or the Indenture Trustee or to inspect the property (including the books and records) of the Borrower Seller, AFL or any of its Subsidiariesthe Indenture Trustee; (iv) shall not be responsible to any Bank DFC Owner for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Note Purchase Agreement or any other instrument or document furnished pursuant hereto; and (v) shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing; (vi) except as expressly set forth in the Credit Documents, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower, any Subsidiary or any other Affiliate of any of the foregoing that is communicated to or obtained by the Person serving as Administrative Agent or any of its Affiliates in any capacity; (vii) shall not be responsible for or have any duty to ascertain or inquire into the satisfaction of any condition set forth in Article III or elsewhere in any Credit Document, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent or satisfaction of any condition that expressly refers to the matters described therein being acceptable or satisfactory to the Administrative Agent; (viii) shall incur no liability to the Banks under or in respect of this Note Purchase Agreement by acting upon any noticenotice (including notice by telephone), consent, certificate or other instrument or writing (which may be by telecopier or other electronic communicationstelex) believed by it in good faith to be genuine and signed or sent by the proper party or parties and (ix) shall incur no liability to the Banks under or in respect of this Agreement by acting upon any statement made to it orally or by telephone and believed by it to be made by the proper Person (including, if applicable, a Financial Officer of such Person)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 limiting the generality of the foregoing, the Administrative Agent: (i) may treat the payee of any Note as the holder thereof until the Administrative Agent receives and accepts an Assignment and Acceptance entered into by the Bank that is the payee of such Note, as assignor, and an Eligible Assignee, as assignee, as provided in Section 9.07; (ii) may ------------ consult with legal counsel (including counsel for the any 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; (iiiii) makes no warranty or representation to any Bank and shall not be responsible to any Bank 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 any Borrower or to inspect the property (including the books and records) of the Borrower or any of its SubsidiariesBorrower; (ivv) shall not be responsible to any Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other instrument or document furnished pursuant hereto; (v) shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing; (vi) except as expressly set forth in the Credit Documents, the Administrative Agent shall not have any duty to discloseascertain, and shall not be liable for inquire into or verify the failure to disclose, any information relating to the Borrower, any Subsidiary or any other Affiliate of any financial condition of the foregoing that is communicated to or obtained by the Person serving as Administrative Agent Company or any of its Affiliates in any capacitySubsidiaries; (vii) shall not be responsible for or have any no duty to ascertain or inquire into disclose to the satisfaction of any condition set forth in Article III or elsewhere in any Credit Document, other than to confirm receipt of items expressly Banks information that is not required to be delivered furnished by the Company to the Administrative Agent or satisfaction of any condition that expressly refers to at such time, but is voluntarily furnished by the matters described therein being acceptable or satisfactory Company to the Administrative AgentAgent (either in its capacity as Administrative Agent or in its individual capacity); and (viii) 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 telecopier or other electronic communicationstelegram) believed by it to be genuine and signed or sent by the proper party or parties parties. The Administrative Agent shall be entitled to advice of counsel concerning the contractual arrangement between the Administrative Agent and (ix) shall incur no liability the Banks and all matters pertaining to the Banks under or in respect of this Agreement by acting upon any statement made to it orally or by telephone and believed by it to be made by the proper Person (including, if applicable, a Financial Officer of such Person)Administrative Agent's duties hereunder.

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 Bank and shall not be responsible to any 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 or any of its Subsidiaries; (iv) shall not be responsible to any Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other instrument or document furnished pursuant hereto; (v) shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing; (vi) except as expressly set forth in the Credit Documents, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower, any Subsidiary or any other Affiliate of any of the foregoing that is communicated to or obtained by the Person serving as Administrative Agent or any of its Affiliates in any capacity; (vii) shall not be responsible for or have any duty to ascertain or inquire into the satisfaction of any condition set forth in Article III or elsewhere in any Credit Document, other than to confirm receipt of 101 items expressly required to be delivered to the Administrative Agent or satisfaction of any condition that expressly refers to the matters described therein being acceptable or satisfactory to the Administrative Agent; (viii) 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 telecopier or other electronic communications) believed by it to be genuine and signed or sent by the proper party or parties and (ix) shall incur no liability to the Banks under or in respect of this Agreement by acting upon any statement made to it orally or by telephone and believed by it to be made by the proper Person (including, if applicable, a Financial Officer of such Person).

Administrative Agent’s Reliance, Etc. Neither Notwithstanding any other provisions of this Agreement or any other Loan Documents, neither the Administrative Agent nor any of its directors, officers, agents agents, employees or employees counsel 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 AgreementAgreement or any other Loan Document, except for its or their own gross negligence or willful misconductmisconduct as determined by a court of competent jurisdiction in a final, non-appealable judgment. 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 written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Administrative Agent; (b) may consult with legal counsel (including its own counsel or counsel for the BorrowerBorrower or any other Loan Party), 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 LEGAL02/36006473v7 in accordance with the advice of such counsel, accountants or experts; (iic) makes no warranty or representation to any Bank Lender or any other Person and shall not be responsible to any Bank Lender or any other Person for any statements, warranties or representations (whether written or oral) made by any Person in or in connection with this AgreementAgreement or any other Loan Document; (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 any of this Agreement or any other Loan Document or the satisfaction of any conditions precedent under this Agreement or any Loan Document on the part of the Borrower or to other Persons or inspect the property (including the property, books and records) or records of the Borrower or any of its Subsidiariesother Person; (ive) shall not be responsible to any Bank Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Loan Document, any other instrument or document furnished pursuant hereto; (v) shall not be subject to thereto or any fiduciary collateral covered thereby or other implied duties, regardless the perfection or priority of whether a Default has occurred and is continuing; (vi) except as expressly set forth any Lien in the Credit Documents, favor of the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower, any Subsidiary or any other Affiliate of any on behalf of the foregoing that is communicated to or obtained by the Person serving as Administrative Agent or any of its Affiliates Lenders in any capacitysuch collateral; and (vii) shall not be responsible for or have any duty to ascertain or inquire into the satisfaction of any condition set forth in Article III or elsewhere in any Credit Document, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent or satisfaction of any condition that expressly refers to the matters described therein being acceptable or satisfactory to the Administrative Agent; (viiif) shall incur no liability to the Banks 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 may be by telecopier telephone or other electronic communicationstelecopy) believed by it to be genuine and signed signed, sent or sent given by the proper party or parties and (ix) shall incur no liability to the Banks under or in respect of this Agreement by acting upon any statement made to it orally or by telephone and believed by it to be made by the proper Person (including, if applicable, a Financial Officer of such Person)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 treat the payee of any Note as the holder thereof until the Administrative Agent receives and accepts an Assignment and Acceptance entered into by the Lender that is the payee of such Note, as assignor, and an assignee, as provided in Section 8.07; (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 to the Banks for any action taken or omitted to be taken in good faith by it in accordance with the 5-YEAR CREDIT AGREEMENT advice of such counsel, accountants or experts; (iiiii) makes no warranty or representation to any Bank Lender and shall not be responsible to any Bank 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 or any of its SubsidiariesBorrower; (ivv) shall not be responsible to any Bank Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other instrument or document furnished pursuant hereto; (v) shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing; (vi) except as expressly set forth in the Credit Documents, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower, any Subsidiary or any other Affiliate of any of the foregoing that is communicated to or obtained by the Person serving as Administrative Agent or any of its Affiliates in any capacity; (vii) shall not be responsible for or have any duty to ascertain or inquire into the satisfaction of any condition set forth in Article III or elsewhere in any Credit Document, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent or satisfaction of any condition that expressly refers to the matters described therein being acceptable or satisfactory to the Administrative Agent; (viii) 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 telecopier or other electronic communicationstelecopier) believed by it to be genuine and signed or sent by the proper party or parties parties; and (ixvii) shall incur no liability be deemed not to have knowledge of any Default (other than a failure to pay any principal or interest on the due date therefor) unless and until written notice thereof is given to the Banks under or in respect of this Agreement by acting upon any statement made to it orally or by telephone and believed by it to be made Administrative Agent by the proper Person (including, if applicable, Borrower or a Financial Officer of such Person)Lender.