Common use of Liability of the Agent Clause in Contracts

Liability of the Agent. Neither the Agent nor any of its ---------------------- directors, officers, agents or employees shall be liable to any Lender or any of such Lender's Affiliates for any action taken or omitted to be taken by it or them under or in connection with this Agreement and the Related Documents, except for its or their own gross negligence or willful misconduct as finally judicially determined by a court of competent jurisdiction. Without limiting the generality of the foregoing, the Agent (a) may treat the payee of any Note as the holder thereof until the Agent receives an executed Assignment Agreement entered into between a Lender and an Eligible Assignee pursuant to Section 16.1; ------------ (b) may consult with legal counsel (including counsel for the Borrower or any of its Subsidiaries), independent public accountants and other experts or consultants selected by it; (c) shall not be liable for any action taken or omitted to be taken in good faith by the Agent in accordance with the advice of counsel, accountants, consultants or experts; (d) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any recitals, statements, warranties or representations, whether written or oral, made in or in connection with this Agreement or the Related Documents; (e) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, obligations, covenants or conditions of this Agreement on the part of the Borrower or any of its Subsidiaries or to inspect the property (including, without limitation, any books and records) of the Borrower or any Subsidiary of the Borrower; (f) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any Related Document, any Collateral or other support or security, or any other document furnished in connection with any of the foregoing; and (g) shall incur no liability under or in respect of this Agreement or any Related Document by action upon any written notice, statement, certificate, order, telephone message, facsimile or other document which the Agent believes in good faith to be genuine and correct and to have been signed, sent or made by the proper Person.

Liability of the Agent. Notwithstanding any provision of this Agreement, the Security Agreement or any other Transaction Document: (i) the Agent shall not have any obligations under this Agreement, the Security Agreement or any other Transaction Document other than those specifically set forth herein and therein, and no implied obligations of the Agent shall be read into this Agreement, the Security Agreement or any other Transaction Document; and (ii) in no event shall the Agent be liable under or in connection with this Agreement, the Security Agreement or any other Transaction Document for indirect, special, or consequential losses or damages of any kind, including lost profits, even if advised of the possibility thereof and regardless of the form of action by which such losses or damages may be claimed. Neither the Agent nor any of its ---------------------- respective directors, officers, agents or employees shall be liable to any Lender or any of such Lender's Affiliates for any action taken or omitted to be taken in good faith by it or them under or in connection with this Agreement, the Security Agreement and the Related Documentsor any other Transaction Document, except for its or their own gross negligence or willful misconduct as finally judicially determined by a court of competent jurisdictionmisconduct. Without limiting the generality of the foregoing, the Agent (a) may treat the payee of any Note as the holder thereof until the Agent receives an executed Assignment Agreement entered into between a Lender and an Eligible Assignee pursuant to Section 16.1; ------------ (b) may consult with legal counsel (including counsel for the Lenders, the Borrower or any of its Subsidiariesthe Servicer), independent public accountants and other experts or consultants selected by it; (c) it and shall not be liable for any action taken or omitted to be taken in good faith by the Agent it in accordance with the advice of such counsel, accountants, consultants accountants or experts; , (db) makes no warranty or representation to any Lender and shall not be responsible to any Lender the Lenders, the Borrower, Drive, the Servicer, or the Seller for any recitals, statements, warranties or representations, whether written or oral, representations (other than its own statements) made in or in connection with this Agreement, the Security Agreement or the Related other Transaction Documents; , (e) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, obligations, covenants or conditions of this Agreement on the part of the Borrower or any of its Subsidiaries or to inspect the property (including, without limitation, any books and records) of the Borrower or any Subsidiary of the Borrower; (fc) shall not be responsible to any Lender the Lenders, the Borrower, Drive, the Servicer, or the Seller for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any Related Documentthe Security Agreement or the other Transaction Documents (other than the legality, any Collateral validity, enforceability or other support genuineness of its own execution, authorization and performance hereof and thereof), (d) shall incur no liability under or security, or any other document furnished in connection with respect of any of the foregoing; commercial paper or other obligations of the Lenders under this Agreement, the Security Agreement or the other Transaction Documents and (ge) shall incur no liability under or in respect of this Agreement, the Security Agreement or any Related Document the other Transaction Documents by action acting upon any written noticenotice (including notice by telephone), statementconsent, certificate, order, telephone message, facsimile certificate or other document instrument or writing (which the Agent believes in good faith may be by facsimile) believed by it to be genuine and correct and to have been signed, signed or sent or made by the proper Personparty or parties. Notwithstanding anything else herein or in the other Transaction Documents, it is agreed that where the Agent may be required under this Agreement, the Security Agreement or the other Transaction Documents to give notice of any event or condition or to take any action as a result of the occurrence of any event or the existence of any condition, the Agent agrees to give such notice or take such action only to the extent that it has actual knowledge of the occurrence of such event or the existence of such condition, and shall incur no liability for any failure to give such notice or take such action in the absence of such knowledge.

Liability of the Agent. Neither the Agent nor any of its ---------------------- directors, officers, agents or employees shall be liable to any Lender or any of such Lender's Affiliates for any action taken or omitted to be taken by it or them under or in connection with this Agreement and the Related Documents, except for its or their own gross negligence or willful misconduct as finally judicially determined by a court of competent jurisdiction. Without limiting the generality None of the foregoing, the Agent Agent-Related Persons shall (a) may treat the payee of any Note as the holder thereof until the Agent receives an executed Assignment Agreement entered into between a Lender and an Eligible Assignee pursuant to Section 16.1; ------------ (b) may consult with legal counsel (including counsel for the Borrower or any of its Subsidiaries), independent public accountants and other experts or consultants selected by it; (c) shall not be liable for any action taken or omitted to be taken in good faith by the Agent in accordance with the advice any of counsel, accountants, consultants or experts; (d) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any recitals, statements, warranties or representations, whether written or oral, made in them under or in connection with this Agreement or any other Loan Document or the transactions contemplated hereby (except for its own gross negligence or willful misconduct), or (b) be responsible in any manner to any of the Lenders for any recital, statement, representation, or warranty made by any Obligor or any Affiliate of any Obligor, or any officer thereof, contained in this Agreement or in any other Loan Document, or in any certificate, report, statement, or other document referred to or provided for in, or received by the Agent under or in connection with, this Agreement or any other Loan Document, or the validity, effectiveness, genuineness, enforceability, or sufficiency of this Agreement or any other Loan Document, or for any failure of any Obligor to perform its obligations hereunder or thereunder. No Agent-Related Documents; (e) Person shall not have be under any duty obligation to any Lender to ascertain or to inquire as to the observance or performance or observance of any of the termsagreements contained in, obligations, covenants or conditions of of, this Agreement on or any other Loan Document, or to inspect the part properties, books, or records of any Obligor or any Affiliate of any Obligor. Without limiting the generality of the Borrower foregoing, no Agent-Related Person: (i) shall have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that the Agent is required to exercise as directed in writing by the Majority 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 such Agent-Related Person shall not be required to take any action that, in its judgment or the judgment of its counsel, may expose such Person to liability or that is contrary to any Loan Document or applicable Requirements of Law; and (ii) shall, 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 Borrowers or any of their Affiliates that is communicated to or obtained by the person serving as Agent or any of its Subsidiaries or to inspect the property (including, without limitation, Affiliates in any books and records) of the Borrower or any Subsidiary of the Borrower; (f) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any Related Document, any Collateral or other support or security, or any other document furnished in connection with any of the foregoing; and (g) shall incur no liability under or in respect of this Agreement or any Related Document by action upon any written notice, statement, certificate, order, telephone message, facsimile or other document which the Agent believes in good faith to be genuine and correct and to have been signed, sent or made by the proper Personcapacity.

Liability of the Agent. Notwithstanding any provision of ---------------------- this Agreement, the Security Agreement or any other Transaction Document: (i) the Agent shall not have any obligations under this Agreement, the Security Agreement or any other Transaction Document other than those specifically set forth herein and therein, and no implied obligations of the Agent shall be read into this Agreement, the Security Agreement or any other Transaction Document; and (ii) in no event shall the Agent be liable under or in connection with this Agreement, the Security Agreement or any other Transaction Document for indirect, special, or consequential losses or damages of any kind, including lost profits, even if advised of the possibility thereof and regardless of the form of action by which such losses or damages may be claimed. Neither the Agent nor any of its ---------------------- respective directors, officers, agents or employees shall be liable to any Lender or any of such Lender's Affiliates for any action taken or omitted to be taken in good faith by it or them under or in connection with this Agreement, the Security Agreement and the Related Documentsor any other Transaction Document, except for its or their own gross negligence or willful misconduct as finally judicially determined by a court of competent jurisdictionmisconduct. Without limiting the generality of the foregoing, the Agent (a) may treat the payee of any Note as the holder thereof until the Agent receives an executed Assignment Agreement entered into between a Lender and an Eligible Assignee pursuant to Section 16.1; ------------ (b) may consult with legal counsel (including counsel for the Lenders, the Borrower or any of its Subsidiariesthe Servicer), independent public accountants and other experts or consultants selected by it; (c) it and shall not be liable for any action taken or omitted to be taken in good faith by the Agent it in accordance with the advice of such counsel, accountants, consultants accountants or experts; , (db) makes no warranty or representation to any Lender and shall not be responsible to any Lender the Lenders, the Borrower, AFS, the Servicer, AFC, or the Backup Servicer for any recitals, statements, warranties or representations, whether written or oral, representations (other than its own statements) made in or in connection with this Agreement, the Security Agreement or the Related other Transaction Documents; , (e) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, obligations, covenants or conditions of this Agreement on the part of the Borrower or any of its Subsidiaries or to inspect the property (including, without limitation, any books and records) of the Borrower or any Subsidiary of the Borrower; (fc) shall not be responsible to any Lender the Lenders, the Borrower, the AFS, the Servicer, AFC or the Backup Servicer for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any Related Documentthe Security Agreement or the other Transaction Documents (other than the legality, any Collateral validity, enforceability or other support genuineness of its own execution, authorization and performance hereof and thereof), (d) shall incur no liability under or security, or any other document furnished in connection with respect of any of the foregoing; commercial paper or other obligations of the Lenders under this Agreement, the Security Agreement or the other Transaction Documents and (ge) shall incur no liability under or in respect of this Agreement, the Security Agreement or any Related Document the other Transaction Documents by action acting upon any written noticenotice (including notice by telephone), statementconsent, certificate, order, telephone message, facsimile certificate or other document instrument or writing (which the Agent believes in good faith may be by facsimile) believed by it to be genuine and correct and to have been signed, signed or sent or made by the proper Personparty or parties. Notwithstanding anything else herein or in the other Transaction Documents, it is agreed that where the Agent may be required under this Agreement, the Security Agreement or the other Transaction Documents to give notice of any event or condition or to take any action as a result of the occurrence of any event or the existence of any condition, the Agent agrees to give such notice or take such action only to the extent that it has actual knowledge of the occurrence of such event or the existence of such condition, and shall incur no liability for any failure to give such notice or take such action in the absence of such knowledge.

Liability of the Agent. Notwithstanding any provision of this Agreement or any other Transaction Document: (i) the Agent shall not have any obligations under this Agreement or any other Transaction Document other than those specifically set forth herein and therein, and no implied obligations of the Agent shall be read into this Agreement or any other Transaction Document; and (ii) in no event shall the Agent be liable under or in connection with this Agreement or any other Transaction Document for indirect, special, or consequential losses or damages of any kind, including lost profits, even if advised of the possibility thereof and regardless of the form of action by which such losses or damages may be claimed. Neither the Agent nor any of its ---------------------- respective directors, officers, agents or employees shall be liable to any Lender or any of such Lender's Affiliates for any action taken or omitted to be taken in good faith by it or them under or in connection with this Agreement and the Related Documentsor any other Transaction Document, except for its or their own gross negligence or willful misconduct as finally judicially determined by a court of competent jurisdictionmisconduct. Without limiting the generality of the foregoing, the Agent (a) may treat the payee of any Note as the holder thereof until the Agent receives an executed Assignment Agreement entered into between a Lender and an Eligible Assignee pursuant to Section 16.1; ------------ (b) may consult with legal counsel (including counsel for the Lenders, the Borrower or any of its Subsidiariesthe Servicer), independent public accountants and other experts or consultants selected by it; (c) it and shall not be liable for any action taken or omitted to be taken in good faith by the Agent it in accordance with the advice of such counsel, accountants, consultants accountants or experts; , (db) makes no warranty or representation to any Lender and shall not be responsible to any Lender the Lenders, the Borrower, the AFL, the Servicer or the Backup Servicer for any recitals, statements, warranties or representations, whether written or oral, representations (other than its own statements) made in or in connection with this Agreement or the Related other Transaction Documents; , (e) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, obligations, covenants or conditions of this Agreement on the part of the Borrower or any of its Subsidiaries or to inspect the property (including, without limitation, any books and records) of the Borrower or any Subsidiary of the Borrower; (fc) shall not be responsible to any Lender the Lenders, the Borrower, the AFL, the Servicer or the Backup Servicer for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this AgreementAgreement or the other Transaction Documents (other than the legality, any Related Documentvalidity, any Collateral enforceability or other support genuineness of its own execution, authorization and performance hereof and thereof), (d) shall incur no liability under or security, or any other document furnished in connection with respect of any of the foregoing; commercial paper or other obligations of the Lenders under this Agreement or the other Transaction Documents and (ge) shall incur no liability under or in respect of this Agreement or any Related Document the other Transaction Documents by action acting upon any written noticenotice (including notice by telephone), statementconsent, certificate, order, telephone message, facsimile certificate or other document instrument or writing (which the Agent believes in good faith may be by facsimile) believed by it to be genuine and correct and to have been signed, signed or sent or made by the proper Personparty or parties. Notwithstanding anything else herein or in the other Transaction Documents, it is agreed that where the Agent may be required under this Agreement or the other Transaction Documents to give notice of any event or condition or to take any action as a result of the occurrence of any event or the existence of any condition, the Agent agrees to give such notice or take such action only to the extent that it has actual knowledge of the occurrence of such event or the existence of such condition, and shall incur no liability for any failure to give such notice or take such action in the absence of such knowledge.

Liability of the Agent. Notwithstanding any provision of ---------------------- this Agreement, the Security Agreement or any other Transaction Document: (i) the Agent shall not have any obligations under this Agreement, the Security Agreement or any other Transaction Document other than those specifically set forth herein and therein, and no implied obligations of the Agent shall be read into this Agreement, the Security Agreement or any other Transaction Document; and (ii) in no event shall the Agent be liable under or in connection with this Agreement, the Security Agreement or any other Transaction Document for indirect, special, or consequential losses or damages of any kind, including lost profits, even if advised of the possibility thereof and regardless of the form of action by which such losses or damages may be claimed. Neither the Agent nor any of its ---------------------- respective directors, officers, agents or employees shall be liable to any Lender or any of such Lender's Affiliates for any action taken or omitted to be taken in good faith by it or them under or in connection with this Agreement, the Security Agreement and the Related Documentsor any other Transaction Document, except for its or their own gross negligence or willful misconduct as finally judicially determined by a court of competent jurisdictionmisconduct. Without limiting the generality of the foregoing, the Agent (a) may treat the payee of any Note as the holder thereof until the Agent receives an executed Assignment Agreement entered into between a Lender and an Eligible Assignee pursuant to Section 16.1; ------------ (b) may consult with legal counsel (including counsel for the Lenders, the Borrower or any of its Subsidiariesthe Servicer), independent public accountants and other experts or consultants selected by it; (c) it and shall not be liable for any action taken or omitted to be taken in good faith by the Agent it in accordance with the advice of such counsel, accountants, consultants accountants or experts; , (db) makes no warranty or representation to any Lender and shall not be responsible to the Lenders, the Borrower, AFS, the Servicer, any Lender Seller, or the Backup Servicer for any recitals, statements, warranties or representations, whether written or oral, representations (other than its own statements) made in or in connection with this Agreement, the Security Agreement or the Related other Transaction Documents; , (e) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, obligations, covenants or conditions of this Agreement on the part of the Borrower or any of its Subsidiaries or to inspect the property (including, without limitation, any books and records) of the Borrower or any Subsidiary of the Borrower; (fc) shall not be responsible to the Lenders, the Borrower, the AFS, the Servicer, any Lender Seller or the Backup Servicer for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any Related Documentthe Security Agreement or the other Transaction Documents (other than the legality, any Collateral validity, enforceability or other support genuineness of its own execution, authorization and performance hereof and thereof), (d) shall incur no liability under or security, or any other document furnished in connection with respect of any of the foregoing; commercial paper or other obligations of the Lenders under this Agreement, the Security Agreement or the other Transaction Documents and (ge) shall incur no liability under or in respect of this Agreement, the Security Agreement or any Related Document the other Transaction Documents by action acting upon any written noticenotice (including notice by telephone), statementconsent, certificate, order, telephone message, facsimile certificate or other document instrument or writing (which the Agent believes in good faith may be by facsimile) believed by it to be genuine and correct and to have been signed, signed or sent or made by the proper Personparty or parties. Notwithstanding anything else herein or in the other Transaction Documents, it is agreed that where the Agent may be required under this Agreement, the Security Agreement or the other Transaction Documents to give notice of any event or condition or to take any action as a result of the occurrence of any event or the existence of any condition, the Agent agrees to give such notice or take such action only to the extent that it has actual knowledge of the occurrence of such event or the existence of such condition, and shall incur no liability for any failure to give such notice or take such action in the absence of such knowledge.

Liability of the Agent. Neither the Agent nor any of its ---------------------- directors, officers, agents or employees shall be liable to any Lender or any of such Lender's Affiliates for any action taken or omitted to be taken by it or them under or in connection with this Agreement and the Related Documents, except for its or their own gross negligence or willful misconduct as finally judicially determined by a court of competent jurisdiction. Without limiting the generality None of the foregoing, the Agent Agent-Related Persons shall (a) may treat the payee of any Note as the holder thereof until the Agent receives an executed Assignment Agreement entered into between a Lender and an Eligible Assignee pursuant to Section 16.1; ------------ (b) may consult with legal counsel (including counsel for the Borrower or any of its Subsidiaries), independent public accountants and other experts or consultants selected by it; (c) shall not be liable for any action taken or omitted to be taken in good faith by the Agent in accordance with the advice any of counsel, accountants, consultants or experts; (d) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any recitals, statements, warranties or representations, whether written or oral, made in them under or in connection with this Agreement or any other Loan Document or the transactions contemplated hereby (except for its own gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction), or (b) be responsible in any manner to any of the Lenders for any recital, statement, representation, or warranty made by any Obligor or any Affiliate of any Obligor, or any officer thereof, contained in this Agreement or in any other Loan Document, or in any certificate, report, statement, or other document referred to or provided for in, or received by the Agent under or in connection with, this Agreement or any other Loan Document, or the validity, effectiveness, genuineness, enforceability, or sufficiency of this Agreement or any other Loan Document, or for any failure of any Obligor to perform its obligations hereunder or thereunder. No Agent-Related Documents; (e) Person shall not have be under any duty obligation to any Lender to ascertain or to inquire as to the observance or performance or observance of any of the termsagreements contained in, obligations, covenants or conditions of of, this Agreement on or any other Loan Document, or to inspect the part properties, books, or records of any Obligor or any Affiliate of any Obligor. Without limiting the generality of the Borrower foregoing, no Agent-Related Person: (i) shall have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that the Agent is required to exercise as directed in writing by the Majority 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 such Agent-Related Person shall not be required to take any action that, in its judgment or the judgment of its counsel, may expose such Person to liability or that is contrary to any Loan Document or applicable Requirements of Law; and (ii) shall, 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 Borrowers or any of their Affiliates that is communicated to or obtained by the person serving as Agent or any of its Subsidiaries or to inspect the property (including, without limitation, Affiliates in any books and records) of the Borrower or any Subsidiary of the Borrower; (f) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any Related Document, any Collateral or other support or security, or any other document furnished in connection with any of the foregoing; and (g) shall incur no liability under or in respect of this Agreement or any Related Document by action upon any written notice, statement, certificate, order, telephone message, facsimile or other document which the Agent believes in good faith to be genuine and correct and to have been signed, sent or made by the proper Personcapacity.

Liability of the Agent. Neither the Agent nor any of its ---------------------- directors, officers, agents or employees shall be liable to any Lender or any of such Lender's Affiliates Secured Party for any action taken or omitted to be not taken by it or them under or in connection with this Agreement and the Related Financing Documents, except for that the Agent shall be liable with respect to its or their specific duties set forth hereunder, but only to the extent of its own fraud, bad faith, gross negligence or willful misconduct in the discharge thereof as finally judicially determined by a final non-appealable judgment of a court of competent jurisdiction. Without limiting the generality of the foregoing, Neither the Agent (a) may treat the payee of any Note as the holder thereof until the Agent receives an executed Assignment Agreement entered into between a Lender and an Eligible Assignee pursuant to Section 16.1; ------------ (b) may consult with legal counsel (including counsel for the Borrower or nor any of its Subsidiaries)directors, independent public accountants and other experts officers, agents or consultants selected by it; (c) employees shall not be liable for any action taken or omitted to be taken in good faith by the Agent in accordance with the advice of counsel, accountants, consultants or experts; (d) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any recitals, statements, warranties or representations, whether written or oral, made in or in connection with this Agreement or the Related Documents; (e) shall not have any duty to ascertain ascertain, inquire into or to inquire as to verify (a) any statement, warranty or representation made in connection with any Financing Document or any borrowing hereunder, (b) the performance or observance of any of the terms, obligations, covenants or conditions agreements specified in any Financing Document, (c) the satisfaction of this Agreement on any condition specified in any Financing Document, (d) the part validity, effectiveness, sufficiency or genuineness of the Borrower any Financing Document, any Lien purported to be created or perfected thereby or any other instrument or writing furnished in connection therewith, (e) the existence or non-existence of its Subsidiaries any Default or to inspect the property (including, without limitation, any books and records) Event of the Borrower Default; or any Subsidiary of the Borrower; (f) the financial condition of any Credit Party or Subsidiary. The Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, statement, or other writing (which may be a bank wire, telex, facsimile or electronic transmission or similar writing) believed by it to be genuine or to be signed by the proper party or parties. The Agent shall not be responsible to liable for any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency apportionment or value distribution of this Agreement, any Related Document, any Collateral or other support or security, or any other document furnished in connection with any of the foregoing; and (g) shall incur no liability under or in respect of this Agreement or any Related Document payments made by action upon any written notice, statement, certificate, order, telephone message, facsimile or other document which the Agent believes it in good faith to be genuine and correct and if any such apportionment or distribution is subsequently determined to have been signedmade in error the sole recourse of any Secured Party to whom payment was due but not made, sent or made shall be to recover from other Secured Parties any payment in excess of the amount to which it is determined to be entitled (and such other Secured Parties hereby agree to return to such Secured Party any such erroneous payments received by the proper Personthem).