any
trustee, co‐agent, employee, attorney‐in‐fact and any other Person (including
any Lender).
Any such Person shall benefit from this Article VIII to the extent
provided by Agent.
SECTION 8.5 RELIANCE AND LIABILITY.
(A) AGENT MAY, WITHOUT INCURRING ANY LIABILITY HEREUNDER, (I) TREAT THE PAYEE OF
ANY NOTE AS ITS HOLDER UNTIL SUCH NOTE HAS BEEN ASSIGNED IN ACCORDANCE WITH
SECTION 9.8, (II) RELY ON THE REGISTER TO THE EXTENT SET FORTH IN SECTION 9.8,
(III) CONSULT WITH ANY OF ITS RELATED PERSONS AND, WHETHER OR NOT SELECTED BY
IT, ANY OTHER ADVISORS, ACCOUNTANTS AND OTHER EXPERTS (INCLUDING ADVISORS TO,
AND ACCOUNTANTS AND EXPERTS ENGAGED BY, THE BORROWER) AND (IV) RELY AND ACT UPON
ANY DOCUMENT, INFORMATION OR NOTICE (INCLUDING THOSE TRANSMITTED BY ELECTRONIC
TRANSMISSION AND INCLUDING ANY LOAN NOTICE OR NOTICE OF LOAN PREPAYMENT) AND ANY
TELEPHONE MESSAGE OR CONVERSATION, IN EACH CASE BELIEVED BY IT TO BE GENUINE AND
TRANSMITTED, SIGNED OR OTHERWISE AUTHENTICATED BY THE APPROPRIATE PARTIES.
(B) NONE OF AGENT AND ITS RELATED PERSONS SHALL BE LIABLE FOR ANY ACTION TAKEN
OR OMITTED TO BE TAKEN BY ANY OF THEM UNDER OR IN CONNECTION WITH ANY LOAN
DOCUMENT, AND EACH LENDER AND THE BORROWER HEREBY WAIVE AND SHALL NOT ASSERT ANY
RIGHT, CLAIM OR CAUSE OF ACTION BASED THEREON, EXCEPT TO THE EXTENT OF
LIABILITIES RESULTING PRIMARILY FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT
OF AGENT OR, AS THE CASE MAY BE, SUCH RELATED PERSON (EACH AS DETERMINED IN A
FINAL, NON‐APPEALABLE JUDGMENT BY A COURT OF COMPETENT JURISDICTION) IN
CONNECTION WITH THE DUTIES EXPRESSLY SET FORTH HEREIN.
WITHOUT LIMITING THE
FOREGOING, AGENT:
‐25‐
(I) SHALL NOT BE RESPONSIBLE OR OTHERWISE INCUR LIABILITY FOR ANY ACTION OR
OMISSION TAKEN IN RELIANCE UPON THE INSTRUCTIONS OF THE REQUIRED LENDERS OR FOR
THE ACTIONS OR OMISSIONS OF ANY OF ITS RELATED PERSONS SELECTED WITH REASONABLE
CARE (OTHER THAN EMPLOYEES, OFFICERS AND DIRECTORS OF AGENT, WHEN ACTING ON
BEHALF OF AGENT);
(II) SHALL NOT BE RESPONSIBLE TO ANY LENDER OR OTHER PERSON FOR THE DUE
EXECUTION, LEGALITY, VALIDITY, ENFORCEABILITY, EFFECTIVENESS, GENUINENESS,
SUFFICIENCY OR VALUE OF, OR THE ATTACHMENT, PERFECTION OR PRIORITY OF ANY LIEN
(IF ANY) CREATED OR PURPORTED TO BE CREATED UNDER OR IN CONNECTION WITH, ANY
LOAN DOCUMENT;
(III) MAKES NO WARRANTY OR REPRESENTATION, AND SHALL NOT BE RESPONSIBLE, TO ANY
LENDER OR OTHER PERSON FOR ANY STATEMENT, DOCUMENT, INFORMATION, REPRESENTATION
OR WARRANTY MADE OR FURNISHED BY OR ON BEHALF OF THE BORROWER OR ANY RELATED
PERSON OF THE BORROWER IN CONNECTION WITH ANY LOAN DOCUMENT OR ANY TRANSACTION
CONTEMPLATED THEREIN OR ANY OTHER DOCUMENT OR INFORMATION WITH RESPECT TO THE
BORROWER, WHETHER OR NOT TRANSMITTED OR (EXCEPT FOR DOCUMENTS EXPRESSLY REQUIRED
UNDER ANY LOAN DOCUMENT TO BE TRANSMITTED TO THE LENDERS) OMITTED TO BE
TRANSMITTED BY AGENT, INCLUDING AS TO COMPLETENESS, ACCURACY, SCOPE OR ADEQUACY
THEREOF, OR FOR THE SCOPE, NATURE OR RESULTS OF ANY DUE DILIGENCE PERFORMED BY
AGENT IN CONNECTION WITH THE LOAN DOCUMENTS; AND
(IV) SHALL NOT HAVE ANY DUTY TO ASCERTAIN OR TO