Reliance by the Accounts Bank. The Accounts Bank shall be entitled to rely upon, and shall not (nor shall any of its directors, officers, employees or agents) incur any liability for relying upon, any notice, request, certificate (including, but not limited to, Funds Withdrawal/Transfer Certificates and Insurance, Condemnation and Extraordinary Proceeds Request Certificates, consent, statement, instrument, document or other writing (including any electronic message, internet or intranet website posting or other distribution) reasonably believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person and the Accounts Bank shall not be liable for anything it may do or refrain from doing in connection with its duties or obligations hereunder except as a result of its own gross negligence or willful misconduct as finally determined in a non-appealable order by a court of competent jurisdiction. The Accounts Bank also may rely upon any statement made to it orally or by telephone and reasonably believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. The Accounts Bank may consult with legal counsel (who may be counsel for the Borrower) and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel. The Accounts Bank may at any time and from time to time solicit written instructions in the form of directions from the Lender or an order of a court of competent jurisdiction, as to any action that it may be requested or required to take, or that it may propose to take, in the performance of any of its obligations under this Agreement.

The Accounts Bank shall not be under any duty to give the funds deposited with it hereunder any greater degree of care than it gives the property of its other customers and shall not be required to invest any funds held hereunder except as directed in accordance with this Agreement. The Accounts Bank’s duties under this Agreement are ministerial in nature. Except as provided herein, the Accounts Bank shall not incur any liability for any action taken or omitted in reliance upon any Funds Withdrawal/Transfer Certificates, Insurance Condemnation and Extraordinary Proceeds Request Certificates or other certificate, instrument, order, request, direction or instruction that the Accounts Bank shall in good faith believe to be genuine and in accordance with this Agreement. The Accounts Bank shall not be responsible for determining and verifying the authority of any person acting or purporting to act on behalf of any party to this Agreement. The Accounts Bank shall have no duty to risk or advance its own funds in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable and documented grounds to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. All requests, directions, certificates and notices to be furnished to the Accounts Bank hereunder shall be in writing. The Accounts Bank shall not be responsible for the provisions or requirements of the Credit Agreement, Financing Documents (other than this Agreement) or any other document to which the Accounts Bank is not a party in its capacity as such. In no event shall the Accounts Bank be liable for special, punitive, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Accounts Bank has been advised of the likelihood of such loss or damage and regardless of the form of action. Notwithstanding anything to the contrary contained herein, the Accounts Bank shall not be responsible for the calculation of any amounts hereunder and shall be entitled to conclusively rely on the accuracy of any and all amounts stated in each Funds Withdrawal/Transfer Certificate and Insurance Condemnation and Extraordinary Proceeds Request Certificate delivered hereunder.