Common use of Agent's Reliance Clause in Contracts

Agent's Reliance. Neither Agent nor any of its Affiliates nor any of their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement or the other Loan Documents, except for damages caused by its or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, Agent, as applicable: (a) may treat the payee of any Note as the holder thereof until Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to Agent; (b) may consult with legal counsel, independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken by it in good faith in accordance with the advice of such counsel, accountants or experts; (c) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations made in or in connection with this Agreement or the other Loan Documents; (d) 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 any Credit Party or to inspect the Collateral (including the books and records) of any Credit Party; (e) shall not be responsible to any 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 or thereto; and (f) shall incur no liability 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 facsimile, telegram, cable or telex) believed by it to be genuine and signed or sent by the proper party or parties.

Agent's Reliance. Neither Agent nor any of its Affiliates nor any of their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement or the other Loan Financing Documents, except for damages caused by its or their own gross negligence or willful misconduct. Without limiting limitation of the generality of the foregoing, Agent, as applicablethe Agents: (a) may treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice and accepts an Assignment and Assumption Agreement entered into by the payee of the assignment or transfer thereof signed by such payee Note, as assignor, and in form satisfactory to Agentan assignee; (b) may consult with legal counselcounsel (including counsel for the Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken by it in good faith by it in accordance with the advice of such counsel, accountants or experts; (c) makes make no warranty or representation to any Lender the Lenders and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Loan DocumentsAgreement; (d) 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 any Credit Party the Borrower or to inspect the Collateral property (including the books and records) of any Credit Partythe Borrower; (e) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any Lien created or purported to be created under or in connection with, this Agreement or the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto; and (f) shall incur no liability 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 facsimile, telegram, cable electronic mail or telex) believed by it to be genuine and signed or sent by the proper party or parties.

Agent's Reliance. Neither Agent nor any of its Affiliates nor any of their respective affiliates, directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement or the other Loan Financing Documents, except for damages caused by its or their own gross negligence or willful misconductmisconduct as conclusively determined by a final non-appealable order of a court of competent jurisdiction. Without limiting limitation of the generality of the foregoing, Agent, as applicablethe Agents: (a) may treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice and accepts an Assignment and Assumption Agreement entered into by the payee of the assignment or transfer thereof signed by such payee Note, as assignor, and in form satisfactory to Agentan Eligible Assignee; (b) may consult with legal counselcounsel (including counsel for the Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken by it in good faith by it in accordance with the advice of such counsel, accountants or experts; (c) makes make no warranty or representation to any Lender the Lenders and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Loan DocumentsAgreement; (d) 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 any Credit Party or to inspect the Collateral property (including the books and records) of any Credit Partythe Borrower; (e) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any Lien created or purported to be created under or in connection with, this Agreement or the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto; and (f) shall be entitled to rely conclusively upon and shall incur no liability under or in respect of this Agreement by relying or the other Loan Documents by acting upon any notice, consent, certificate request, certificate, statement, document or other instrument or writing (which may be by facsimile, telegram, cable electronic mail or telex) believed by it to be genuine and signed or sent by the proper party or parties; and (g) shall be entitled to rely conclusively upon and shall not incur any liability under or in respect of this Agreement by relying or acting upon any statement made to it orally or by telephone and believed by it to be made by the proper party or parties.

Agent's Reliance. Neither Agent nor any of its Affiliates nor any of their respective directors, officers, agents or employees shall not be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement Agreement, the Notes, any Purchase Notice, any Release, or the any Collateral Document or any other Loan DocumentsDocument, except for damages caused by its or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, Agent, as applicable: (a) may treat the payee of any Note as the holder thereof until Agent receives written notice and accepts an assignment and acceptance entered into by the Lender which is the payee of the assignment or transfer thereof signed by such payee Note, as assignor, and an assignee as provided in form satisfactory to AgentSection 11.8; (b) may consult with legal counsel, independent public accountants accountants, and other experts selected by it them and shall not be liable for any action taken or omitted to be taken by it in good faith by Agent in accordance with the advice of such counsel, accountants accountants, or experts; (c) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties warranties, or representations made in or in connection with this Agreement Agreement, the Notes, or the any Collateral Document or any other Loan DocumentsDocument ; (d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants covenants, or conditions of this Agreement Agreement, the Notes, or any of the Collateral Documents or any other Loan Documents on the part of any Credit Party Person party hereto or thereto or to inspect the Collateral any asset (including the books and records) of Borrower or any Credit Partyof its Subsidiaries; (e) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency sufficiency, or value of this Agreement Agreement, the Notes, or the any Collateral Document or any other Loan Documents Document, or any other instrument or document furnished pursuant hereto or thereto; and (f) shall incur no liability under or in respect of this Agreement Agreement, the Notes, or the any Collateral Document or any other Loan Documents Document by acting upon any notice, consent, certificate certificate, or other instrument or writing (which may be by facsimile, telegram, cable cable, telefacsimile, or telex) believed by it them to be genuine and signed or sent by the proper party Person or partiesPersons; and (g) may execute and deliver, and shall incur no liability under or in respect to this Agreement, the Notes, or any Collateral Document by executing and delivering, or executing or delivering any other document, instrument or agreement releasing any Collateral in connection with such execution and delivery of, a Release in respect of any Purchase Notice received by it.

Agent's Reliance. Neither the Agent nor any of its Affiliates nor any of their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement Agreement, the Notes or the other Loan Collateral Documents, except for damages caused by its or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, the Agent, as applicable: (ai) may treat the payee of any Note of the Notes as the holder thereof until the Agent receives written notice of the assignment or transfer thereof thereof, signed by such payee and in form satisfactory to the Agent; (bii) may consult with legal counselcounsel (including counsel for the Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken by it in good faith in accordance with the advice of such counsel, accountants or experts; (ciii) makes no warranty or representation to any Lender Bank and shall not be responsible to any Lender Bank for any statements, warranties or representations made in or in connection with this Agreement or Agreement, the other Loan Notes and the Collateral Documents; (div) 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 Agreement, the Notes or the other Loan Collateral Documents on (except receipt of items expressly required to be delivered to the part of any Credit Party Agent hereunder), or to inspect the Collateral any property (including the books and records) of any Credit Partythe Borrower; (ev) shall not be responsible to any Lender Bank for the due execution, legality, validity, enforceabilityenforce ability, genuineness, sufficiency or value of this Agreement Agreement, the Notes or the other Loan Documents or any other instrument or document furnished pursuant hereto or theretoCollateral Documents; and (fvi) shall incur no liability under or in respect of to this Agreement Agreement, the Notes or the other Loan Collateral Documents by acting upon any notice, consent, certificate or other instrument or writing (which may be by facsimile, telegram, cable or telex) believed by it to be genuine and signed or sent by the proper party or parties. The Agent shall not have a fiduciary relationship in respect of any Bank by reason of this Agreement. The Agent shall not have any implied duties to the Banks, or any obligation to the Banks to take any action under this Agreement, the Notes or the Collateral Documents except any actions specifically provided by such documents to be taken by it.

Agent's Reliance. Neither Etc None of the Agent nor or any of its Affiliates nor or any of their the respective directors, officers, agents or employees of the Agent or any such Affiliate shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement or the other Loan Documents, except for damages caused by its or their own gross negligence or willful misconduct. Without limiting limitation of the generality of the foregoing, Agent, as applicable: the Agent (ai) may treat the payee of any Note as the holder thereof until Agent receives written notice of the assignment or transfer thereof signed by such payee and Note has been assigned in form satisfactory to Agentaccordance with Section 10.7; (bii) may rely on the Register to the extent set forth in Section 10.7(c), (iii) may consult with legal counselcounsel (including, without limitation, counsel to the Borrowers), independent public accountants and other experts reasonably selected by it and shall not be liable for any action taken or omitted to be taken by it in good faith by it in accordance with the advice of such counsel, accountants or experts; (civ) makes no warranty or representation to any Lender Party and shall not be responsible to any Lender Party for any statementsstatement, warranties warranty or representations representation (whether written or oral) made in or in connection with this Agreement or any of the other Loan Documents; (dv) 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 Loan Documents on the part of any Credit Party Borrower or to inspect the Collateral property (including including, without limitation, the books and records) of any Credit PartyBorrower; unless specifically so requested by the Lenders; (evi) shall not be responsible to any Lender Party for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with any Loan Document, of this Agreement or any of the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto; and (fvii) shall incur no liability under or in respect of this Agreement or any of the other Loan Documents by acting upon any notice, consent, certificate or other instrument or writing (which may be by facsimiletelegram, telegramtelecopy, cable or telex) believed by it to be genuine and signed or sent by the proper party or parties.

Agent's Reliance. Neither Agent nor Notwithstanding any other provisions of its Affiliates this Agreement or any other Loan Documents, neither of the Agents nor any of their respective directors, officers, agents or employees Related Parties shall be liable for any action taken or omitted to be not taken by it or them under or in connection with this Agreement or the any other Loan DocumentsDocument, except for damages caused by 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 limiting the generality of the foregoing, Agent, as applicable: (a) may treat the payee of any Note as the holder thereof until Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to Agent; (b) Agents may consult with legal counselcounsel (including its own counsel or counsel for the Borrower or any other Loan Party), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken by it in good faith by it in accordance with the advice of such counsel, accountants or experts; . Neither of the Agents nor any of their respective Related Parties: (ca) makes no any warranty or representation to any Lender and Lender, any Issuing Bank or any other Person, or shall not be responsible to any Lender Lender, any Issuing Bank or any other Person for any statementsstatement, warranties warranty or representations representation made or deemed made by the Borrower, any other Loan Party or any other Person in or in connection with this Agreement or the any other Loan DocumentsDocument; (db) 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 any other Loan Documents Document or the satisfaction of any conditions precedent under this Agreement or any Loan Document on the part of the Borrower or other Persons (other than, in the case of the satisfaction of any Credit Party conditions precedent, confirmation of receipt of items expressly required to be delivered to the Administrative Agent), or to inspect the Collateral (including property, books or records of the books and records) of Borrower or any Credit Partyother Person; (ec) shall not be responsible to any Lender or any Issuing Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or the any other Loan Documents or Document, any other instrument or document furnished pursuant hereto thereto or theretoany collateral covered thereby or the perfection or priority of any Lien in favor of the Collateral Agent on behalf of the Lenders, the Issuing Banks and the Specified Derivatives Providers in any such collateral; (d) shall have any liability in respect of any recitals, statements, certifications, representations or warranties contained in any of the Loan Documents or any other document, instrument, agreement, certificate or statement delivered in connection therewith; and (fe) shall incur no any liability under or in respect of this Agreement or the any other Loan Documents Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by facsimiletelephone, telegram, cable telecopy or telexelectronic mail) believed by it to be genuine and signed signed, sent or sent given by the proper party or parties. Each of the Agents may execute any of its duties under the Loan Documents by or through agents, employees or attorneys-in-fact and shall not be responsible for the negligence or misconduct of any agent or attorney-in-fact that it selects in the absence of gross negligence or willful misconduct in the selection of such agent or attorney-in-fact as determined by a court of competent jurisdiction in a final non-appealable judgment.

Agent's Reliance. Neither the Agent nor any of its Affiliates nor any of their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement or the other Loan DocumentsAgreement, except for damages caused by its or their own gross negligence or willful misconduct. Without limiting limitation of the generality of the foregoing, the Agent, as applicable: (ai) may treat the payee of Lender that made any Note Advance as the holder thereof of the Debt resulting therefrom until the Agent receives written notice of the assignment or transfer thereof signed and accepts an Assignment and Acceptance entered into by such payee Lender, as assignor, and an Eligible Assignee, as assignee, as provided in form satisfactory to AgentSection 9.07; (bii) may consult with legal counselcounsel (including counsel for any Loan Party), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken by it in good faith by it in accordance with the advice of such counsel, accountants or experts; (ciii) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Loan Documents; (div) 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 or the other any Loan Documents Document on the part of any Credit Loan Party or the existence at any time of any Default or to inspect the Collateral property (including the books and records) of any Credit Loan Party; (ev) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, this Agreement or the other Loan Documents or any other instrument or document furnished pursuant hereto or theretohereto; and (fvi) shall incur no liability 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 facsimile, telegram, cable telecopier or telexother electronic transmission) believed by it to be genuine and signed or sent by the proper party or parties.

Agent's Reliance. (a) Neither Agent nor any of its Affiliates nor any of their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement or the other Loan Documents, except for damages caused by its or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, each Agent, as applicable: (a) may treat the payee of any Note as the holder thereof until until, in the case of the Administrative Agent, the Administrative Agent receives written and accepts 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 of from the assignment or transfer thereof signed by Administrative Agent that it has received and accepted such payee Assignment and Acceptance, in form satisfactory to Agenteach case as provided in Section 9.07; (b) may consult with legal counselcounsel (including counsel for any Loan Party), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken by it in good faith by it in accordance with the advice of such counsel, accountants or experts; (c) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Loan Documents; (d) 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 any Loan Documents Document on the part of any Credit Loan Party or to inspect the Collateral property (including the books and records) of any Credit Loan Party; (e) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement of, or the other perfection or priority of any Lien created or purported to be created under or in connection with, any Loan Documents Document or any other instrument or document furnished pursuant hereto or thereto; (f) shall not be required to initiate or conduct any litigation or collection proceedings hereunder or under any other Loan Document; (g) shall not be responsible to any Lender for (A) determining whether or not any of the transactions contemplated hereby qualifies as a highly leveraged or similar transaction ("HLT") as defined by any bank regulatory authority from time to time, (B) notifying any Lender regarding the HLT status of any transaction contemplated hereby or of any change in that status, or (C) the correctness of any determination as to HLT status, and (fh) shall incur no liability under or in respect of this Agreement or the other any Loan Documents Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by facsimile, telegram, cable telegram or telextelecopy) believed by it to be genuine and signed or sent by the proper party or parties.

Agent's Reliance. Neither Agent nor any of its Affiliates nor any of their respective directors, officers, agents or employees shall not be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement Agreement, the Notes, any Purchase Notice, any Release, or the other Loan Documentsany Collateral Document, except for damages caused by its or their own gross negligence or willful wilful misconduct. Without limiting the generality of the foregoing, Agent, as applicable: (a) may treat the payee of any Note as the holder thereof until Agent receives written notice and accepts an assignment and acceptance entered into by the Lender which is the payee of the assignment or transfer thereof signed by such payee Note, as assignor, and an assignee as provided in form satisfactory to AgentSection 11.8; (b) may consult with legal counsel, independent public accountants accountants, and other experts selected by it them and shall not be liable for any action taken or omitted to be taken by it in good faith by them in accordance with the advice of such counsel, accountants accountants, or experts; (c) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties warranties, or representations made in or in connection with this Agreement Agreement, the Notes, or the other Loan Documentsany Collateral Document; (d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants covenants, or conditions of this Agreement Agreement, the Notes, or any of the other Loan Collateral Documents on the part of any Credit Party Person party hereto or thereto or to inspect the Collateral any asset (including the books and records) of Borrower or any Credit Partyof its subsidiaries; (e) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency sufficiency, or value of this Agreement Agreement, the Notes, or the other Loan Documents any Collateral Document, or any other instrument or document furnished pursuant hereto or thereto; and (f) shall incur no liability under or in respect of this Agreement Agreement, the Notes, or the other Loan Documents any Collateral Document by acting upon any notice, consent, certificate certificate, or other instrument or writing (which may be by facsimile, telegram, cable cable, telefacsimile, or telex) believed by it them to be genuine and signed or sent by the proper party Person or partiesPersons; and (g) may execute and deliver, and shall incur no liability under or in respect to this Agreement, the Notes, or any Collateral Document by executing and delivering, or executing or delivering any other document, instrument or agreement releasing any Collateral in connection with such execution and delivery of, a Release in respect of any Purchase Notice received by it.

Agent's Reliance. Neither Notwithstanding any other provisions of this Agreement or any other Loan Documents, neither the Agent nor any of its Affiliates nor any of their respective directors, officers, agents agents, employees or employees counsel shall be liable for any action taken or omitted to be not taken by it or them under or in connection with this Agreement or the any other Loan DocumentsDocument, except for damages caused by 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 limiting the generality of the foregoing, Agent, as applicable: (a) may treat the payee of any Note as the holder thereof until Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to Agent; (b) may consult with legal counselcounsel (including its own counsel or counsel for the Borrower or any other Obligor), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken by it in good faith by it in accordance with the advice of such counsel, accountants or experts; . Neither the Agent nor any of its directors, officers, agents, employees or counsel: (ca) makes no any warranty or representation to any Lender and or any other Person, or shall not be responsible to any Lender or any other Person for any statementsstatement, warranties warranty or representations representation made or deemed made by the Borrower, any other Obligor or any other Person in or in connection with this Agreement or the any other Loan DocumentsDocument; (db) 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 any other Loan Documents Document or the satisfaction of any conditions precedent under this Agreement or any Loan Document on the part of any Credit Party the Borrower or other Persons, or to inspect the Collateral (including property, books or records of the books and records) of Borrower or any Credit Partyother Person; (ec) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or the any other Loan Documents or Document, any other instrument or document furnished pursuant hereto thereto; (d) shall have any liability in respect of any recitals, statements, certifications, representations or theretowarranties contained in any of the Loan Documents or any other document, instrument, agreement, certificate or statement delivered in connection therewith; and (fe) shall incur no any liability under or in respect of this Agreement or the any other Loan Documents Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by facsimiletelephone, telegram, cable telecopy or telexelectronic mail) believed by it to be genuine and signed signed, sent or sent given by the proper party or parties. The Agent may execute any of its duties under the Loan Documents by or through agents, employees or attorneys-in-fact and shall not be responsible for the negligence or misconduct of any agent or attorney-in-fact that it selects in the absence of gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final non-appealable judgment.

Agent's Reliance. Neither the Agent nor any of its Affiliates nor any of their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement or the other Loan DocumentsAgreement, except for damages caused by its or their own gross negligence or willful misconduct. Without limiting limitation of the generality of the foregoing, the Agent, as applicable: (a1) may treat the payee of any Note as the holder thereof until Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to Agentthereof; (b2) may consult with legal counselcounsel (including counsel for the Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken by it in good faith by it in accordance with the advice of such counsel, accountants or experts; (c3) makes no warranty or representation to any Lender Bank and shall not be responsible to any Lender Bank for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or the any other Loan DocumentsDocument; (d4) 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 any other Loan Documents Document on the part of the Borrower or any Credit other Loan Party or to inspect the Collateral property (including the books and records) of the Borrower or any Credit other Loan Party; (e5) shall not be responsible to any Lender Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or the Agreement, any other Loan Documents Document or any other instrument or document furnished pursuant hereto or theretohereto; and (f6) shall incur no liability 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 facsimiletelecopier, telegram, cable or telex) reasonably believed by it to be genuine and signed or sent by the proper party or parties.

Agent's Reliance. Neither the Agent nor any of its Affiliates nor any of their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement Agreement, the Notes or the other Loan Collateral Documents, except for damages caused by its or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, the Agent, as applicable: (ai) may treat the payee of any Note of the Notes as the holder thereof until the Agent receives written notice of the assignment or transfer thereof thereof, signed by such payee and in form satisfactory to the Agent; (bii) may consult with legal counselcounsel (including counsel for the Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken by it in good faith in accordance with the advice of such counsel, accountants or experts; (ciii) makes no warranty or representation to any Lender Bank and shall not be responsible to any Lender Bank for any statements, warranties or representations made in or in connection with this Agreement or Agreement, the other Loan Notes and the Collateral Documents; (div) 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 Agreement, the Notes or the other Loan Collateral Documents on (except receipt of items expressly required to be delivered to the part of any Credit Party Agent hereunder), or to inspect the Collateral any property (including the books and records) of any Credit Partythe Borrower; (ev) shall not be responsible to any Lender Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement Agreement, the Notes or the other Loan Documents or any other instrument or document furnished pursuant hereto or theretoCollateral Documents; and (fvi) shall incur no liability under or in respect of to this Agreement Agreement, the Notes or the other Loan Collateral Documents by acting upon any notice, consent, certificate or other instrument or writing (which may be by facsimile, telegram, cable or telex) believed by it to be genuine and signed or sent by the proper party or parties. The Agent shall not have a fiduciary relationship in respect of any Bank by reason of this Agreement. The Agent shall not have any implied duties to the Banks, or any obligation to the Banks to take any action under this Agreement, the Notes, the Collateral Documents or the Intercreditor Agreement except any actions specifically provided by such documents to be taken by it.

Agent's Reliance. Etc. Neither Agent nor any of its Affiliates nor any of their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement or the other Loan Documents, except for damages caused by its or their own gross negligence or willful misconduct. Without limiting limitation of the generality of the foregoing, Agent, as applicable: (a) may treat the payee of any Note as the holder thereof until Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to Agent; (b) may consult with legal counsel, independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken by it in good faith by it in accordance with the advice of such counsel, accountants or experts; (c) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations made in or in connection with this Agreement or the other Loan Documents; (d) 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 any Credit Party Borrower or to inspect the Collateral (including the books and records) of any Credit PartyBorrower; (e) shall not be responsible to any 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 or thereto; and (f) shall incur no liability 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 facsimiletelecopy, telegram, cable or telex) believed by it to be genuine and signed or sent by the proper party or parties.. - 67 -

Agent's Reliance. Neither Agent nor any Etc. None of its Affiliates nor any the Agents and none of their respective Affiliates, directors, officers, agents agents, or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement the Loan Papers (i) with the consent or at the other Loan Documentsrequest of the Majority Banks (or all the Banks, except for damages caused by if required) or (ii) in the absence of its or their own gross negligence or willful misconductmisconduct (it being the express intention of the parties that the Agents and their respective directors, officers, agents, and employees shall have no liability for actions and omissions under this Section 8.2 resulting from their ordinary contributory negligence). Without limiting limitation of the generality of the foregoing, Agent, as applicable: each Agent (ai) may treat the payee of any each Loan or Note as the holder thereof until such Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to such Agent; (bii) may consult with legal counselcounsel (including counsel for the Company), independent public accountants accountants, and other experts selected by it and shall not be liable for any action taken or omitted to be taken by it in good faith by it in accordance with the advice of such counsel, accountants accountants, or experts; (ciii) makes no warranty or representation to any Lender Bank and shall not be responsible to any Lender Bank for any statements, warranties warranties, or representations made by or on behalf of the Company in or in connection with this Agreement or the other any Loan DocumentsPaper; (div) except as otherwise expressly provided herein, shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants covenants, or conditions of this Agreement or the other any Loan Documents on the part of any Credit Party Paper or to inspect the Collateral property (including the books and records) of the Company or any Credit Partyof its Subsidiaries; (ev) shall not be responsible to any Lender Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency sufficiency, or value of this Agreement or the other any Loan Documents Paper or any other instrument or document furnished pursuant hereto or thereto; and (fvi) shall incur no liability under or in respect of this Agreement or the other any Loan Documents Paper by acting upon any notice, consent, certificate certificate, or other instrument or writing (which may be by facsimile, telegram, cable or telextelecopier) reasonably believed by it to be genuine and signed or sent by the proper party or parties.

Agent's Reliance. Neither Without limiting any other provision hereof that is protective of Agent, except as otherwise specifically provided herein, Agent nor (and any of its Affiliates nor any of their respective directors, officers, agents or employees Subagent) shall not be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement or the other Loan DocumentsSecurity Agreement, except for damages caused by its or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, Agent, as applicable: Agent (and any Subagent): (a) may treat any Person believed by it to be the payee holder of any Note interest in any Collateral as the holder thereof until Agent (or such Subagent) receives and accepts a written notice notification from such Person or its representative, notifying Agent (or such Subagent) of the transfer or assignment or transfer thereof signed by of such payee interest to an assignee, which notice shall identify the name and in form satisfactory to Agentaddress of such assignee; (b) may treat any Person believed by it to be the representative of a class of interests as the continuing representative of such class of interests until Agent (or such Subagent) receives and accepts a notification from such Person that a new representative has been designated for such class of interests, which notice shall identify the name and address of such new representative; (c) may consult with legal counsel, independent public accountants accountants, and other advisors and experts selected by it it, and shall not be liable for any action taken or omitted to be taken by it in good faith by it in accordance with the advice of such counsel, accountants accountants, advisors, or experts; (cd) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties warranties, or representations made in or in connection with this Agreement or the other Loan DocumentsSecurity Agreement; (de) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants covenants, or conditions of this Security Agreement or the other Loan Documents on the part of any Credit Party Person party thereto or to inspect the Collateral or any asset (including the books and records) of any Credit PartyGrantor; (ef) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency sufficiency, or value of this Security Agreement or the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto, or any Collateral or the perfection of any Lien on the Collateral; and (fg) shall incur no liability under or in respect of this Security Agreement or the other Loan Documents any Collateral by acting upon any notice, consent, certificate certificate, or other instrument or writing (which may be sent by facsimile, telegram, cable or telextelefacsimile electronic mail) believed by it to be genuine and signed or sent by the proper party Person. Neither Agent nor any Subagent affirmatively shall take any action to release or partiesterminate any existing financing statement, mortgage or other registration or filing that relates to the perfection of any security interest or Lien on Collateral, other than (A) with the written consent of the Lenders or (B) in conformity with and as permitted by the provisions of this Security Agreement, including, without limitation, in connection with any sale, transfer or other disposition permitted by this Security Agreement. Neither Agent nor any Subagent affirmatively shall take any action to release any existing security interest or Lien on Collateral granted pursuant to this Security Agreement, other than (x) with the written consent of the Lenders or (y) in conformity with and as permitted by the provisions of this Security Agreement, including without limitation, in connection with any sale, transfer or other disposition permitted by this Security Agreement.

Agent's Reliance. Etc. Neither the Agent nor any of its Affiliates nor any of their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it them or them under or in connection with this Agreement or the other Loan DocumentsAgreement, except for damages caused by its or their own gross negligence or willful misconduct. Without limiting limitation of the generality of the foregoing, the Agent, as applicable: (a) may treat the payee of any Note as the holder thereof until Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to Agent; (bi) may consult with legal counselcounsel (including counsel for any Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken by it in good faith by it in accordance with the advice of such counsel, accountants or experts; (cii) makes no warranty or representation to any Lender Bank or Issuing Bank and shall not be responsible to any Lender Bank or Issuing Bank for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or the any other Loan DocumentsCredit Document; (diii) shall not have any duty to ascertain or to inquire as to the satisfaction, performance or observance of any of the terms, covenants or conditions of this Agreement or the any other Loan Documents Credit Document on the part of any Credit Party or to inspect the Collateral property (including the books and records) of any Credit Party; (eiv) shall not be responsible to any Lender Bank or Issuing Bank for the perfection, priority, existence, sufficiency or value of any security, guaranty or insurance or for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or the Agreement, any other Loan Documents Credit Document or any other instrument or document furnished pursuant hereto or thereto; and (fv) shall incur no liability under or in respect of this Agreement or the other Loan Documents any Credit Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by facsimiletelecopier, telegram, cable cable, telex or telexotherwise) believed by it in its reasonable judgment to be genuine and signed or sent by the proper party or parties; (vi) may treat any Issuing Bank that issues or has issued a Letter of Credit as being the issuer of such Letter of Credit for all purposes and (vii) may treat a Bank as the obligee of any Revolving Credit Advance or, if applicable, the payee of any Note as the holder thereof, until the Agent receives and accepts a Transfer Agreement executed by TWC (if required by this Agreement), the assignor Bank and the assigning Bank pursuant to Section 8.5. Without limiting the generality of the foregoing, insofar as the Agent is concerned, for purposes of determining compliance with any Credit Document (including Section 3.2 of this Agreement) with respect to any Revolving Credit Advance, each Bank shall be deemed to have consented to, approved and accepted and to be satisfied with each matter required under any Credit Document (including Section 3.2 of this Agreement), unless the officer of the Agent responsible for the transactions contemplated by the Credit Documents shall have received written notice from such Bank prior to such Revolving Credit Advance specifying its objection thereto and such Bank shall not have made available to the Agent any portion of such Revolving Credit Advance; provided that this sentence is solely for the benefit of the Agent (and not any Credit Party) and shall not amend, waive or otherwise modify Section 3.2, Section 6.1(b) or any other provision applicable to any Credit Party, whether in respect of such Revolving Credit Advance or any other Revolving Credit Advance or matter.

Agent's Reliance. Neither any Agent nor any of its Affiliates nor any of their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement or the other Loan Documents, except for damages caused by its or their own gross negligence or willful misconduct. Without limiting limitation of the generality of the foregoing, each Agent, as applicable: (a) may treat the payee of any Note as the holder thereof until until, in the case of the Administrative Agent, the Administrative Agent receives written and accepts 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 of from the assignment or transfer thereof signed by Administrative Agent that it has received and accepted such payee Assignment and Acceptance, in form satisfactory to Agenteach case as provided in Section 9.07; (b) may consult with legal counselcounsel (including counsel for the Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken by it in good faith by it in accordance with the advice of such counsel, accountants or experts; (c) makes no warranty or representation to any Lender Party and shall not be responsible to any Lender Party for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Loan Documents; (d) shall not have any duty to ascertain or to inquire as to the performance TODCO - Omnibus Credit Agreement 75 or observance of any of the terms, covenants or conditions of this Agreement or the other any Loan Documents Document on the part of any Credit Party the Borrower or to inspect the Collateral property (including the books and records) of any Credit Partythe Borrower; (e) shall not be responsible to any Lender Party for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement of, or the other perfection or priority of any lien or security interest created or purported to be created under or in connection with, any Loan Documents Document or any other instrument or document furnished pursuant hereto or thereto; and (f) shall incur no liability under or in respect of this Agreement or the other any Loan Documents Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by facsimile, telegram, cable telecopy or telex) believed by it to be genuine and signed or sent by the proper party or parties.