Common use of Administrative Agent’s Reliance, Etc Clause in Contracts

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with the Loan Documents, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative Agent: (a) may treat the payee of any Note as the holder thereof until the Administrative Agent receives and accepts an Accession Agreement entered into by an Acceding Lender as provided in Section 2.17 or an Assignment and Acceptance entered into by the Lender that is the payee of such Note, as assignor, and an Eligible Assignee, as assignee; (b) may consult with legal counsel (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 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 the Loan Documents; (d) shall not have any duty to ascertain or to inquire as to the performance, observance or satisfaction of any of the terms, covenants or conditions of any Loan Document on the part of any Loan Party or the existence at any time of any Default under the Loan Documents or to inspect the property (including the books and records) of any Loan Party; (e) 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 or any other instrument or document furnished pursuant thereto; (f) shall incur no liability under or in respect of any Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telegram, telecopy or telex or other electronic communication) believed by it to be genuine and signed or sent by the proper party or parties; and (g) shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable law, including for the avoidance of doubt, any action that may be in violation of the automatic stay under any Bankruptcy Law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Bankruptcy Law.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees Related Parties shall be liable for any action taken or omitted to be taken by it or them as Administrative Agent under or in connection with this Agreement or any of the Loan other Transaction Documents, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of limiting the foregoing, the Administrative Agent: (a) may treat the payee of any Note as the holder thereof until the Administrative Agent receives and accepts an Accession Agreement entered into by an Acceding Lender as provided in Section 2.17 or an Assignment and Acceptance entered into by the Lender that is the payee of such Note, as assignor, and an Eligible Assignee, as assignee; (bi) may consult with legal counsel (including counsel for any Loan Partythe Borrower or the Related Fund), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (cii) 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 by any other Person in or in connection with the Loan Documentsthis Agreement; (diii) shall not have any duty to ascertain or to inquire as to the performance, performance or observance or satisfaction of any of the terms, covenants or conditions of this Agreement or any Loan Document of the other Transaction Documents on the part of any Loan Party or the existence at any time of any Default under the Loan Documents or to inspect the property (including the books and records) of any Loan Party; (eiv) 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 withthis Agreement, any Loan Document of the other Transaction Documents or any other instrument or document furnished pursuant hereto or thereto; (fv) may rely upon and shall incur no liability under or in respect of this Agreement or any Loan Document of the other Transaction Documents by acting upon any noticenotice (including notice by telephone), consent, certificate or other instrument or writing (which may be by telegram, telecopy or telex or other electronic communicationfacsimile) believed by it to be genuine and signed or sent by the proper party or parties; , or upon any statement made to it orally or by telephone and (g) shall not believed by it to have been made by the proper Person. In determining compliance with any condition hereunder to the making of an Advance, that by its terms must be required fulfilled to take any action thatthe satisfaction of a Lender, in its opinion or the opinion of its counsel, may expose the Administrative Agent may presume that such condition is satisfactory to liability or that is such Lender unless the Administrative Agent shall have received notice to the contrary from such Lender prior to any Loan Document or applicable law, including for the avoidance making of doubt, any action that may be in violation of the automatic stay under any Bankruptcy Law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Bankruptcy Lawsuch Advance.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them as Administrative Agent under or in connection with this Agreement or any of the Loan other Transaction Documents, except except, subject to Section 9.01(b), for its or their own gross negligence or willful misconductmisconduct (each as determined in a final, non-appealable judgment by a court of competent jurisdiction). Each Secured Party hereby waives any and all claims against the Administrative Agent or any of its Affiliates for any action taken or omitted to be taken by the Administrative Agent or any of its Affiliates under or in connection with this Agreement or any of the other Transaction Documents, except, subject to Section 9.01(b), for its or their own gross negligence or willful misconduct (each as determined in a final, non-appealable judgment by a court of competent jurisdiction). Without limitation of the generality of limiting the foregoing, the Administrative Agent: (a) may treat the payee of any Note as the holder thereof until the Administrative Agent receives and accepts an Accession Agreement entered into by an Acceding Lender as provided in Section 2.17 or an Assignment and Acceptance entered into by the Lender that is the payee of such Note, as assignor, and an Eligible Assignee, as assignee; (bi) may consult with legal counsel (including counsel for any Loan Partythe Borrower or the Originator), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (cii) 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 the Loan Documentsthis Agreement; (diii) shall not have any duty to ascertain or to inquire as to the performance, performance or observance or satisfaction of any of the terms, covenants or conditions of this Agreement or any Loan Document of the other Transaction Documents on the part of any Loan Party Party, the Originator or the existence at any time of any Default under the Loan Documents Servicer or to inspect the property (including the books and records) of any Loan Party, the Originator or the Servicer; (eiv) 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 withthis Agreement, any Loan Document of the other Transaction Documents or any other instrument or document furnished pursuant hereto or thereto; (fv) shall incur no liability under or in respect of this Agreement or any Loan Document of the other Transaction Documents by acting upon any noticenotice (including notice by telephone), consent, certificate or other instrument or writing (which may be by telegram, telecopy or telex or other electronic communication) believed by it to be genuine and signed or sent by the proper party or parties; and (gvi) shall not be required responsible for or have any duty to take ascertain or inquire into the contents of any action thatcertificate, report or other document delivered thereunder or in its opinion or the opinion of its counselconnection therewith; and (vii) shall be entitled to rely upon, may expose the Administrative Agent to and shall not incur any liability or that is contrary to any Loan Document or applicable law, including for the avoidance of doubtrelying upon, any action that may notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be in violation of genuine and to have been signed or sent by the automatic stay under any Bankruptcy Law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Bankruptcy Lawproper Person.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its 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 the any Loan DocumentsDocument, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative Agent: (ai) may treat the payee of any Note each Lender party hereto as the holder thereof a "Lender" hereunder and for all purposes hereof until the Administrative Agent receives and accepts an Accession Agreement a Lender Assignment entered into by an Acceding Lender as provided in Section 2.17 or an Assignment and Acceptance entered into by the Lender that is the payee of such NoteLender, as assignor, and an Eligible Assigneeassignee, as assigneeprovided in Section 10.07; (bii) may consult with legal counsel (including counsel for any Loan Partythe Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (ciii) makes no warranty or representation to any Lender Party and shall not be responsible to any Lender Party for the Information Memorandum or any other statements, warranties or representations (whether written or oral) made in or in connection with the any Loan DocumentsDocument; (div) shall not have any duty to ascertain or to inquire as to the performance, performance or observance or satisfaction of any of the terms, covenants or conditions of any Loan Document on the part of any Loan Party the Borrower to be performed or the existence at any time of any Default under the Loan Documents observed, or to inspect the any property (including the books and records) of any Loan Partythe Borrower; (ev) 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 or any other instrument or document furnished pursuant theretohereto; and (fvi) shall incur no liability under or in respect of any Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telegram, telecopy or telex or other electronic communicationfacsimile) believed by it to be genuine and signed or sent by the proper party or parties; and (g) shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable law, including for the avoidance of doubt, any action that may be in violation of the automatic stay under any Bankruptcy Law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Bankruptcy Law.

Administrative Agent’s Reliance, Etc. Neither None of the Administrative Agent nor or any of its Affiliates, directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it it, him, her or them under or in connection with this Agreement or the other Loan Documents, except for its its, his, her or their own gross negligence or willful misconduct. Without limitation of the generality of limiting the foregoing, the Administrative Agent: Agent (a) may treat the payee of any Note as its holder until such Note has been assigned in accordance with Section 11.2(e) (Assignments and Participations), (b) may rely on the holder thereof until Register to the Administrative Agent receives and accepts an Accession Agreement entered into by an Acceding Lender as provided extent set forth in Section 2.17 or an Assignment and Acceptance entered into by the Lender that is the payee 2.7 (Evidence of such NoteDebt), as assignor, and an Eligible Assignee, as assignee; (bc) may consult with legal counsel (including counsel for to 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 in good faith by it in accordance with the advice of such counsel, accountants or experts; , (cd) makes no warranty or representation to any Lender Party or Issuer and shall not be responsible to any Lender Party or Issuer for any statements, warranties or representations (whether written made by or oral) made on behalf of the Borrower or any of its Subsidiaries in or in connection with the this Agreement or any other Loan Documents; Document, (de) shall not have any duty to ascertain or to inquire either as to the performance, performance or observance or satisfaction of any term, covenant or condition of this Agreement or any other Loan Document, as to the terms, covenants or conditions of any Loan Document on the part financial condition of any Loan Party or as to the existence at any time or possible existence of any Default under the Loan Documents or to inspect the property Event of Default, (including the books and records) of any Loan Party; (ef) shall not be responsible to any Lender Party or Issuer for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the attachment, perfection or priority of any lien or security interest Lien created or purported to be created under or in connection with, this Agreement, any other Loan Document or any other instrument or document furnished pursuant thereto; hereto or thereto and (fg) shall incur no liability under or in respect of this Agreement or any other Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which writing may be by telegram, a telecopy or telex electronic mail) or other electronic communication) any telephone message believed by it to be genuine and signed or sent by the proper party or parties; and (g) shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable law, including for the avoidance of doubt, any action that may be in violation of the automatic stay under any Bankruptcy Law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Bankruptcy Law.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its 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 the any Loan DocumentsDocument, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative Agent: (ai) may treat the payee of any Note each Lender party hereto as the holder thereof a "Lender" hereunder and for all purposes hereof until the Administrative Agent receives and accepts an Accession Agreement a Lender Assignment entered into by an Acceding Lender as provided in Section 2.17 or an Assignment and Acceptance entered into by the Lender that is the payee of such NoteLender, as assignor, and an Eligible Assigneeassignee, as assigneeprovided in Section 10.07; (bii) may consult with legal counsel (including counsel for any Loan Partythe Borrower(s)), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (ciii) makes no warranty or representation to any Lender Party and shall not be responsible to any Lender Party for the Information Memorandum or any other statements, warranties or representations (whether written or oral) made in or in connection with the any Loan DocumentsDocument; (div) shall not have any duty to ascertain or to inquire as to the performance, performance or observance or satisfaction of any of the terms, covenants or conditions of any Loan Document on the part of any Loan Party Borrower to be performed or the existence at any time of any Default under the Loan Documents observed, or to inspect the any property (including the books and records) of any Loan PartyBorrower; (ev) 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 or any other instrument or document furnished pursuant theretohereto; and (fvi) shall incur no liability under or in respect of any Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telegram, telecopy or telex or other electronic communicationfacsimile) believed by it to be genuine and signed or sent by the proper party or parties; and (g) shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable law, including for the avoidance of doubt, any action that may be in violation of the automatic stay under any Bankruptcy Law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Bankruptcy Law.

Administrative Agent’s Reliance, Etc. Neither Notwithstanding any other provisions of this Agreement, any other Loan Documents or the Other Related Documents, neither Administrative Agent nor any of its 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 the this Agreement or any other Loan DocumentsDocument, except for its or their own gross negligence or willful misconductmisconduct in connection with its duties expressly set forth herein or therein. Without limitation of limiting the generality of the foregoing, the Administrative Agent: (a) may treat the payee of any Note as the holder thereof until the Administrative Agent receives and accepts an Accession Agreement entered into by an Acceding Lender as provided in Section 2.17 or an Assignment and Acceptance entered into by the Lender that is the payee of such Note, as assignor, and an Eligible Assignee, as assignee; (b) may consult with legal counsel (including its own counsel or counsel for 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 in good faith by it in accordance with the advice of such counsel, accountants or experts; . Neither Administrative Agent nor any of its directors, officers, agents, employees or counsel: (ca) makes no any warranty or representation to any Lender Party or any other Person and shall not be responsible to any Lender Party or any other Person for any statementsstatement, warranties warranty or representations (whether written representation made or oral) deemed made by Borrower, any other Loan Party or any other Person in or in connection with the this Agreement or any other Loan DocumentsDocument; (db) shall not have any duty to ascertain or to inquire as to the performance, performance or observance or satisfaction of any of the terms, covenants or conditions of this Agreement or any other Loan Document or the satisfaction of any conditions precedent under this Agreement or any Loan Document on the part of any Loan Party Borrower or the existence at any time of any Default under the Loan Documents other Persons or to inspect the property (including the property, books and records) or records of Borrower or any Loan Partyother Person; (ec) shall not be responsible to any Lender Party for the due execution, legality, validity, enforceability, genuineness, sufficiency or value ofof this Agreement or any other Loan Document, any other instrument or document furnished pursuant thereto or any Collateral covered thereby or the perfection or priority of any lien Lien in favor of Administrative Agent on behalf of Lenders in any such Collateral; (d) shall have any liability in respect of any recitals, statements, certifications, representations or security interest created warranties contained in any of the Loan Documents or purported to be created under or in connection with, any Loan Document Other Related Documents or any other instrument document, instrument, agreement, certificate or document furnished pursuant theretostatement delivered in connection therewith; and (fe) shall incur no any liability under or in respect of this Agreement or any other Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telegramtelephone, telecopy or telex or other electronic communicationmail) believed by it to be genuine and signed signed, sent or sent given by the proper party or parties; . The Administrative Agent may execute any of its duties under the Loan Documents or Other Related Documents by or through agents, employees or attorneys-in-fact and (g) shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable law, including responsible for the avoidance of doubt, any action that may be in violation of the automatic stay under any Bankruptcy Law negligence or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation misconduct of any Bankruptcy Lawagent or attorney-in-fact that it selects in the absence of gross negligence or willful misconduct.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its Affiliates nor any of their respective directors, officers, agents or employees shall be liable 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 solely caused by its or their own gross negligence or willful misconductmisconduct as finally determined by a court of competent jurisdiction. Without limitation of the generality of the foregoing, the Administrative AgentAgent and its Affiliates and their respective directors, officers, agents or employees: (a) may treat the payee of any Note as the holder thereof until it receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to Administrative Agent receives and accepts an Accession Agreement entered into by an Acceding Lender as provided in Section 2.17 or an Assignment and Acceptance entered into by the Lender that is the payee of such Note, as assignor, and an Eligible Assignee, as assigneeAgent; (b) may consult with legal counsel (including counsel for any Loan Party)counsel, independent public chartered accountants and other experts and consultants selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants accountants, experts or expertsconsultants; (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, performance or observance or satisfaction of any of the terms, covenants or conditions of any this Agreement or the other Loan Document Documents on the part of any Loan Party or the existence at any time of any Default under the Loan Documents or to inspect the property Collateral (including the books and records) of any Loan Party, the value or sufficiency of the Collateral or the validity, perfection, enforceability or priority of any Lien purported to be created by the Loan Documents; (e) shall not be responsible to any Lender Party for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, of this Agreement or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, any other Loan Document Documents or any other instrument or document furnished pursuant thereto; hereto or thereto and (f) shall incur no liability under or in respect of any this Agreement or the other Loan Document Documents by acting upon any notice, consent, certificate or other instrument or writing (which may be by email, telecopy, telegram, telecopy cable or telex or other electronic communicationtelex) believed by it to be genuine and signed or sent by the proper party or parties; and (g) shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable law, including for the avoidance of doubt, any action that may be in violation of the automatic stay under any Bankruptcy Law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Bankruptcy Law.

Administrative Agent’s Reliance, Etc. Neither Notwithstanding any other provisions of this Agreement or any other Loan Documents, neither the Administrative Agent nor any of its directors, officers, agents agents, employees or employees counsel shall be liable for any action taken or omitted to be taken by it or them under or in connection with the this Agreement or any other Loan DocumentsDocument, except for its or their own gross negligence or willful misconductmisconduct as determined by a court of competent jurisdiction in a final, non-appealable judgment. Without limitation of limiting the generality of the foregoing, the Administrative Agent: (a) may treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and accepts an Accession Agreement entered into by an Acceding Lender as provided in Section 2.17 or an Assignment and Acceptance entered into by form satisfactory to the Lender that is the payee of such Note, as assignor, and an Eligible Assignee, as assigneeAdministrative Agent; (b) may consult with legal counsel (including its own counsel or 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 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 or any other Person and shall not be responsible to any Lender Party or any other Person for any statements, warranties or representations (whether written or oral) made by any Person in or in connection with the this Agreement or any other Loan DocumentsDocument; (d) shall not have any duty to ascertain or to inquire as to the performance, performance or observance or satisfaction of any of the terms, covenants or conditions of any of this Agreement or any other Loan Document or the satisfaction of any conditions precedent under this Agreement or any Loan Document on the part of any Loan Party the Borrower or other Persons (except for the existence at any time delivery to it of any Default under the Loan Documents certificate or document specifically required to be delivered to it pursuant to Section 6.1) or inspect the property (including property, books or records of the books and records) of Borrower or any Loan Partyother Person; (e) shall not be responsible to any Lender Party for the due execution, legality, validity, enforceability, genuineness, sufficiency or value ofof this Agreement or any other Loan Document, any other instrument or document furnished pursuant thereto or any collateral covered thereby or the perfection or priority of any lien or security interest created or purported to be created under or Lien in connection with, favor of the Administrative Agent on behalf of the Lenders in any Loan Document or any other instrument or document furnished pursuant theretosuch collateral; and (f) shall incur no liability under or in respect of this Agreement or any other Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telegramtelephone, telecopy telecopy, or telex or other electronic communicationmail) believed by it to be genuine and signed signed, sent or sent given by the proper party or parties; and (g) shall not be required to take . The Administrative Agent may execute any action that, in its opinion or the opinion of its counselduties under the Loan Documents by or through agents, may expose employees or attorneys-in-fact. Unless set forth in writing to the contrary, the making of its initial Loan by a Lender shall constitute a certification by such Lender to the Administrative Agent to liability or and the other Lenders that is contrary to any Loan Document or applicable law, including the Borrower has satisfied the conditions precedent for initial Loans set forth in Sections 6.1 and 6.2 that have not previously been waived by the avoidance of doubt, any action that may be in violation of the automatic stay under any Bankruptcy Law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Bankruptcy LawRequisite Lenders.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its 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 the Loan Documents, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative Agent: (a) may treat the payee of any Note as the holder thereof until the Administrative Agent receives and accepts an Accession Agreement entered into by an Acceding Lender as provided in Section 2.17 or an Assignment and Acceptance entered into by the Lender that is the payee of such Note, as assignor, and an Eligible Assignee, as assignee, as provided in Section 8.07; (b) may consult with legal counsel (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 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 the Loan Documents; (d) shall not have any duty to ascertain or to inquire as to the performance, performance or observance or satisfaction of any of the terms, covenants or conditions of any Loan Document on the part of any Loan Party or the existence at any time of any Default under the Loan Documents or to inspect the property (including the books and records) of any Loan Party; (e) 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 or any other instrument or document furnished pursuant thereto; and (f) shall incur no liability under or in respect of any Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telegram, telecopy telegram or telex or other electronic communicationtelecopy) believed by it to be genuine and signed or sent by the proper party or parties; and (g) shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable law, including for the avoidance of doubt, any action that may be in violation of the automatic stay under any Bankruptcy Law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Bankruptcy Law.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its 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 the Loan Documents, except for its or their own gross negligence or willful misconductmisconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision). Without limitation of the generality of the foregoing, the Administrative Agent: (a) may deem and treat the payee of any Note as the holder thereof until the Administrative Agent receives and accepts an Accession Agreement entered into by an Acceding Lender as provided in Section 2.17 or an Assignment and Acceptance entered into by the Lender that is the payee of such Note, as assignor, and an Eligible Assigneeany permitted assignee or transferee, as assignee, as provided in Section 8.07; (b) with respect to any request, authority or consent of any Person who, at the time of making such request or giving such authority or consent, is the holder of any Note, may consider as conclusive and binding any such request, authority or consent of such Person, as applicable, on any subsequent holder, transferee, assignee or endorsee, as the case may be, of such Note or of any Note or Notes issued in exchange therefore; (c) may consult with legal counsel (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 in good faith by it in accordance with the advice of such counsel, accountants or experts; (cd) makes no warranty or representation to any Lender Party and shall not be responsible to any Lender Party for any recitals, statements, information, warranties or representations (whether written or oral) made in or in connection with the Loan Documents; (de) shall not have any duty to ascertain or to inquire as to (x) the performance, performance or observance or satisfaction of any of the terms, provisions, covenants or conditions of this Agreement or any Loan Document on the part of any Loan Party, (y) the financial condition of any Loan Party or (z) the existence at any time or possible existence of any Default under the Loan Documents or Default; (f) shall not have any duty to inspect the property (including the books and records) of any Loan Party; (eg) shall not be responsible to any Lender Party for the due execution, legality, validity, enforceability, genuineness, collectability, sufficiency or value ofof any Loan Document, the financial condition of the Borrower or any of its Subsidiaries 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 or any other instrument or document furnished pursuant thereto; and (fh) shall incur no liability under or in respect of any Loan Document by acting upon any notice, statement, consent, order, certificate or other instrument or writing (which may be by telegram, telecopy telecopy, telex, cablegram or telex electronic mail) or other electronic communication) telephone message believed by it to be genuine and signed signed, sent or sent made by the proper party or parties; and (g) shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable law, including for the avoidance of doubt, any action that may be in violation of the automatic stay under any Bankruptcy Law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Bankruptcy Law.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them as Administrative Agent under or in connection with this Agreement or any of the Loan other Transaction Documents, except for its or their own gross negligence negligence, bad faith or willful misconduct. Each Secured Party hereby waives any and all claims against the Administrative Agent or any of its Affiliates for any action taken or omitted to be taken by the Administrative Agent or any of its Affiliates under or in connection with this Agreement or any of the other Transaction Documents, except for its or their own gross negligence, bad faith or willful misconduct. Without limitation of the generality of limiting the foregoing, the Administrative Agent: (a) may treat the payee of any Note as the holder thereof until the Administrative Agent receives and accepts an Accession Agreement entered into by an Acceding Lender as provided in Section 2.17 or an Assignment and Acceptance entered into by the Lender that is the payee of such Note, as assignor, and an Eligible Assignee, as assignee; (bi) may consult with legal counsel (including counsel for any Loan Partythe Borrower or the Transferor), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (cii) 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 the Loan Documentsthis Agreement; (diii) shall not have any duty to ascertain or to inquire as to the performance, performance or observance or satisfaction of any of the terms, covenants or conditions of this Agreement or any Loan Document of the other Transaction Documents on the part of any Loan Party the Borrower, the Transferor, or the existence at any time of any Default under the Loan Documents Servicer or to inspect the property (including the books and records) of any Loan Partythe Borrower, the Transferor, or the Servicer; (eiv) shall not be responsible to any Lender Party (other than on behalf of itself) 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 withthis Agreement, any Loan Document of the other Transaction Documents 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 any Loan Document of the other Transaction Documents by acting upon any noticenotice (including notice by telephone), consent, certificate or other instrument or writing (which may be by telegram, telecopy or telex or other electronic communicationfacsimile) believed by it to be genuine and signed or sent by the proper party or parties; and (g) shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable law, including for the avoidance of doubt, any action that may be in violation of the automatic stay under any Bankruptcy Law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Bankruptcy Law.

Administrative Agent’s Reliance, Etc. Neither Notwithstanding any other provisions of this Agreement or any other Loan Documents, neither the Administrative Agent nor any of its directors, officers, agents agents, employees or employees counsel shall be liable for any action taken or omitted to be not taken by it or them under or in connection with the this Agreement or any other Loan DocumentsDocument, except for its or their own gross negligence or willful misconductmisconduct in connection with its duties expressly set forth herein or therein. Without limitation of limiting the generality of the foregoing, the Administrative Agent: (a) may treat the payee of any Note as the holder thereof until the Administrative Agent receives and accepts an Accession Agreement entered into by an Acceding Lender as provided in Section 2.17 or an Assignment and Acceptance entered into by the Lender that is the payee of such Note, as assignor, and an Eligible Assignee, as assignee; (b) may consult with legal counsel (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 in good faith by it in accordance with the advice of such counsel, accountants or experts; . Neither the Administrative Agent nor any of its directors, officers, agents, employees or counsel: (ca) makes no any warranty or representation to any Lender Party or any other Person and shall not be responsible to any Lender Party or any other Person for any statementsstatement, warranties warranty or representations (whether written representation made or oral) deemed made by any Borrower, any other Loan Party or any other Person in or in connection with the this Agreement or any other Loan DocumentsDocument; (db) shall not have any duty to ascertain or to inquire as to the performance, performance or observance or satisfaction of any of the terms, covenants or conditions of this Agreement or any other Loan Document or the satisfaction of any conditions precedent under this Agreement or any Loan Document on the part of any Loan Party the Borrower or the existence at any time of any Default under the Loan Documents other Persons or to inspect the property (including property, books or records of the books and records) of Borrower or any Loan Partyother Person; (ec) shall not be responsible to any Lender Party for the due execution, legality, validity, enforceability, genuineness, sufficiency or value ofof this Agreement or any other Loan Document, any other instrument or document furnished pursuant thereto or any collateral covered thereby or the perfection or priority of any lien Lien in favor of the Administrative Agent on behalf of the Lenders in any such collateral; (d) shall have any liability in respect of any recitals, statements, certifications, representations or security interest created or purported to be created under or warranties contained in connection with, any of the Loan Document Documents or any other instrument document, instrument, agreement, certificate or document furnished pursuant theretostatement delivered in connection therewith; and (fe) shall incur no any liability under or in respect of this Agreement or any other Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telegramtelephone, telecopy or telex or other electronic communicationmail) believed by it to be genuine and signed signed, sent or sent given by the proper party or parties; . The Administrative Agent may execute any of its duties under the Loan Documents by or through agents, employees or attorneys-in-fact and (g) shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable law, including responsible for the avoidance of doubt, any action that may be in violation of the automatic stay under any Bankruptcy Law negligence or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation misconduct of any Bankruptcy Lawagent or attorney-in-fact that it selects in the absence of gross negligence or willful misconduct.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its 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 the Loan Documents, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative Agent: (a) may treat the payee of any Note as the holder thereof until the Administrative Agent receives and accepts an Accession Agreement entered into by an Acceding Lender as provided in Section 2.17 or an Assignment and Acceptance entered into by the Lender that is the payee of such Note, as assignor, and an Eligible Assignee, as assignee, as provided in Section 9.07; (b) may consult with legal counsel (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 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 the Loan Documents; (d) shall not have any duty to ascertain or to inquire as to the performance, performance or observance or satisfaction of any of the terms, covenants or conditions of any Loan Document on the part of any Loan Party or the existence at any time of any Default under the Loan Documents or to inspect the property (including the books and records) of any Loan Party; (e) 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 or any other instrument or document furnished pursuant thereto; and (f) shall incur no liability under or in respect of any Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telegram, telecopy or telex or other electronic communicationtelex) believed by it to be genuine and signed or sent by the proper party or parties; and (g) shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable law, including for the avoidance of doubt, any action that may be in violation of the automatic stay under any Bankruptcy Law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Bankruptcy Law.

Administrative Agent’s Reliance, Etc. Neither Notwithstanding any other provisions of this Agreement or any other Loan Documents, neither the Administrative Agent nor any of its directors, officers, agents agents, employees or employees counsel shall be liable for any action taken or omitted to be not taken by it or them under or in connection with the this Agreement or any other Loan DocumentsDocument, except for its or their own gross negligence or willful misconductmisconduct in connection with its duties expressly set forth herein or therein. Without limitation of limiting the generality of the foregoing, the Administrative Agent: (a) may treat the payee of any Note as the holder thereof until the Administrative Agent receives and accepts an Accession Agreement entered into by an Acceding Lender as provided in Section 2.17 or an Assignment and Acceptance entered into by the Lender that is the payee of such Note, as assignor, and an Eligible Assignee, as assignee; (b) may consult with legal counsel (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 in good faith by it in accordance with the advice of such counsel, accountants or experts; . Neither the Administrative Agent nor any of its directors, officers, agents, employees or counsel: (ca) makes no any warranty or representation to any Lender Party or any other Person and shall not be responsible to any Lender Party or any other Person for any statementsstatement, warranties warranty or representations (whether written representation made or oral) deemed made by any Borrower, any other Loan Party or any other Person in or in connection with the this Agreement or any other Loan DocumentsDocument; (db) shall not have any duty to ascertain or to inquire as to the performance, performance or observance or satisfaction of any of the terms, covenants or conditions of this Agreement or any other Loan Document or the satisfaction of any conditions precedent under this Agreement or any Loan Document on the part of any Loan Party the Borrower or the existence at any time of any Default under the Loan Documents other Persons or to inspect the property (including property, books or records of the books and records) of Borrower or any Loan Partyother Person; (ec) shall not be responsible to any Lender Party for the due execution, legality, validity, enforceability, genuineness, sufficiency or value ofof this Agreement or any other Loan Document, any other instrument or document furnished pursuant thereto or any collateral covered thereby or the perfection or priority of any lien Lien in favor of the Administrative Agent on behalf of the Lenders in any such collateral; (d) shall have any liability in respect of any recitals, statements, certifications, representations or security interest created or purported to be created under or warranties contained in connection with, any of the Loan Document Documents or any other instrument document, instrument, agreement, certificate or document furnished pursuant theretostatement delivered in connection therewith; and (fe) shall incur no any liability under or in respect of this Agreement or any other Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telegramtelephone, telecopy facsimile or telex or other electronic communicationmail) believed by it to be genuine and signed signed, sent or sent given by the proper party or parties; . The Administrative Agent may execute any of its duties under the Loan Documents by or through agents, employees or attorneys-in-fact and (g) shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable law, including responsible for the avoidance of doubt, any action that may be in violation of the automatic stay under any Bankruptcy Law negligence or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation misconduct of any Bankruptcy Lawagent or attorney-in-fact that it selects in the absence of gross negligence or willful misconduct.

Administrative Agent’s Reliance, Etc. Neither Notwithstanding any other provisions of this Agreement, any other Loan Documents or the Other Related Documents, neither the Administrative Agent nor any of its directors, officers, agents agents, employees or employees counsel shall be liable for any action taken or omitted to be not taken by it or them under or in connection with the this Agreement or any other Loan DocumentsDocument, except for its or their own gross negligence or willful misconductmisconduct in connection with its duties expressly set forth herein or therein. Without limitation of limiting the generality of the foregoing, the Administrative Agent: (a) may treat the payee of any Note as the holder thereof until the Administrative Agent receives and accepts an Accession Agreement entered into by an Acceding Lender as provided in Section 2.17 or an Assignment and Acceptance entered into by the Lender that is the payee of such Note, as assignor, and an Eligible Assignee, as assignee; (b) may consult with legal counsel (including its own counsel or counsel for the Borrowers 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 in good faith by it in accordance with the advice of such counsel, accountants or experts; . Neither the Administrative Agent nor any of its directors, officers, agents, employees or counsel: (ca) makes no any warranty or representation to any Lender Party or any other Person and shall not be responsible to any Lender Party or any other Person for any statementsstatement, warranties warranty or representations (whether written representation made or oral) deemed made by the Borrowers, any other Loan Party or any other Person in or in connection with the this Agreement or any other Loan DocumentsDocument; (db) shall not have any duty to ascertain or to inquire as to the performance, performance or observance or satisfaction of any of the terms, covenants or conditions of this Agreement or any other Loan Document or the satisfaction of any conditions precedent under this Agreement or any Loan Document on the part of any Loan Party the Borrowers or the existence at any time of any Default under the Loan Documents other Persons or to inspect the property (including property, books or records of the books and records) of Borrowers or any Loan Partyother Person; (ec) shall not be responsible to any Lender Party for the due execution, legality, validity, enforceability, genuineness, sufficiency or value ofof this Agreement or any other Loan Document, any other instrument or document furnished pursuant thereto or any Collateral covered thereby or the perfection or priority of any lien Lien in favor of the Administrative Agent on behalf of the Lenders in any such Collateral; (d) shall have any liability in respect of any recitals, statements, certifications, representations or security interest created warranties contained in any of the Loan Documents or purported to be created under or in connection with, any Loan Document Other Related Documents or any other instrument document, instrument, agreement, certificate or document furnished pursuant theretostatement delivered in connection therewith; and (fe) shall incur no any liability under or in respect of this Agreement or any other Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telegramtelephone, telecopy or telex or other electronic communicationmail) believed by it to be genuine and signed signed, sent or sent given by the proper party or parties; . The Administrative Agent may execute any of its duties under the Loan Documents or Other Related Documents by or through agents, employees or attorneys-in-fact and (g) shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable law, including responsible for the avoidance of doubt, any action that may be in violation of the automatic stay under any Bankruptcy Law negligence or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation misconduct of any Bankruptcy Lawagent or attorney-in-fact that it selects in the absence of gross negligence or willful misconduct.

Administrative Agent’s Reliance, Etc. Neither Notwithstanding any other provisions of this Agreement, any other Loan Documents or the Other Related Documents, neither the Administrative Agent nor any of its directors, officers, agents agents, employees or employees counsel shall be liable for any action taken or omitted to be not taken by it or them under or in connection with the this Agreement or any other Loan DocumentsDocument, except for its or their own gross negligence or willful misconductmisconduct in connection with its duties expressly set forth herein or therein. Without limitation of limiting the generality of the foregoing, the Administrative Agent: (a) may treat the payee of any Note as the holder thereof until the Administrative Agent receives and accepts an Accession Agreement entered into by an Acceding Lender as provided in Section 2.17 or an Assignment and Acceptance entered into by the Lender that is the payee of such Note, as assignor, and an Eligible Assignee, as assignee; (b) may consult with legal counsel (including its own counsel or counsel for 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 in good faith by it in accordance with the advice of such counsel, accountants or experts; . Neither the Administrative Agent nor any of its directors, officers, agents, employees or counsel: (ca) makes no any warranty or representation to any Lender Party or any other Person and shall not be responsible to any Lender Party or any other Person for any statementsstatement, warranties warranty or representations (whether written representation made or oral) deemed made by Borrower, any other Loan Party or any other Person in or in connection with the this Agreement or any other Loan DocumentsDocument; (db) shall not have any duty to ascertain or to inquire as to the performance, performance or observance or satisfaction of any of the terms, covenants or conditions of this Agreement or any other Loan Document or the satisfaction of any conditions precedent under this Agreement or any Loan Document on the part of any Loan Party Borrower or the existence at any time of any Default under the Loan Documents other Persons or to inspect the property (including the property, books and records) or records of Borrower or any Loan Partyother Person; (ec) shall not be responsible to any Lender Party for the due execution, legality, validity, enforceability, genuineness, sufficiency or value ofof this Agreement or any other Loan Document, any other instrument or document furnished pursuant thereto or any Collateral covered thereby or the perfection or priority of any lien Lien in favor of the Administrative Agent on behalf of the Lenders in any such Collateral; (d) shall have any liability in respect of any recitals, statements, certifications, representations or security interest created warranties contained in any of the Loan Documents or purported to be created under or in connection with, any Loan Document Other Related Documents or any other instrument document, instrument, agreement, certificate or document furnished pursuant theretostatement delivered in connection therewith; and (fe) shall incur no any liability under or in respect of this Agreement or any other Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telegramtelephone, telecopy or telex or other electronic communicationmail) believed by it to be genuine and signed signed, sent or sent given by the proper party or parties; . The Administrative Agent may execute any of its duties under the Loan Documents or Other Related Documents by or through agents, employees or attorneys-in-fact and (g) shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable law, including responsible for the avoidance of doubt, any action that may be in violation of the automatic stay under any Bankruptcy Law negligence or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation misconduct of any Bankruptcy Lawagent or attorney-in-fact that it selects in the absence of gross negligence or willful misconduct.

Administrative Agent’s Reliance, Etc. Neither None of the Administrative Agent nor Agent, any of its Affiliates or any of their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it it, him, her or them under or in connection with this Agreement or the other Loan Documents, except for its its, his, her or their own gross negligence or willful misconduct. Without limitation of the generality of limiting the foregoing, the Administrative Agent: Agent (a) may treat the payee of any Revolving Credit Note as its holder until such Revolving Credit Note has been assigned in accordance with Section 11.2 (Assignments and Participations), (b) may rely on the holder thereof until Register to the Administrative Agent receives and accepts an Accession Agreement entered into by an Acceding Lender as provided extent set forth in Section 2.17 or an Assignment and Acceptance entered into by the Lender that is the payee 2.7 (Evidence of such NoteDebt), as assignor, and an Eligible Assignee, as assignee; (bc) may consult with legal counsel (including counsel for to 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 in good faith by it in accordance with the advice of such counsel, accountants or experts; , (cd) makes no warranty or representation to any Lender Party or Issuer and shall not be responsible to any Lender Party or Issuer for any statements, warranties or representations (whether written made by or oral) made on behalf of the Borrower or any of its Subsidiaries in or in connection with the this Agreement or any other Loan Documents; Document, (de) shall not have any duty to ascertain or to inquire either as to the performance, performance or observance or satisfaction of any term, covenant or condition of this Agreement or any other Loan Document, as to the terms, covenants or conditions of any Loan Document on the part financial condition of any Loan Party or as to the existence at any time or possible existence of any Default under the Loan Documents or to inspect the property Event of Default, (including the books and records) of any Loan Party; (ef) shall not be responsible to any Lender Party or Issuer for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the attachment, perfection or priority of any lien or security interest Lien created or purported to be created under or in connection with, this Agreement, any other Loan Document or any other instrument or document furnished pursuant thereto; hereto or thereto and (fg) shall incur no liability under or in respect of this Agreement or any other Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which writing may be by telegram, a telecopy or telex electronic mail) or other electronic communication) any telephone message believed by it to be genuine and signed or sent by the proper party or parties; and (g) shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable law, including for the avoidance of doubt, any action that may be in violation of the automatic stay under any Bankruptcy Law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Bankruptcy Law.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its 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 the Loan Documentsthis Agreement, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative Agent: (ai) may treat the payee of any Note as the holder thereof until the Administrative Agent receives and accepts an Accession Agreement entered into by an Acceding Lender as provided in Section 2.17 or an Assignment and Acceptance entered into by the Lender that is the payee of such Note, as assignor, and an Eligible Assignee, as assignee, as provided in Section 8.07; (bii) may consult with legal counsel (including counsel for any Loan Partythe Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (ciii) 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 the Loan Documentsthis Agreement; (div) shall not have any duty to ascertain or to inquire as to the performance, performance or observance or satisfaction of any of the terms, covenants or conditions of any Loan Document this Agreement on the part of any Loan Party or the existence at any time of any Default under the Loan Documents Borrower or to inspect the property (including the books and records) of any Loan Partythe Borrower; (ev) 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 this Agreement or any other instrument or document furnished pursuant theretohereto; and (fvi) shall incur no liability under or in respect of any Loan Document this Agreement by acting upon any notice, consent, certificate or other instrument or writing (which may be by telegramtelecopier, telecopy telegram or telex or other electronic communicationtelex) believed by it to be genuine and signed or sent by the proper party or parties; and (g) shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable law, including for the avoidance of doubt, any action that may be in violation of the automatic stay under any Bankruptcy Law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Bankruptcy Law.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its 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 the Loan Documents, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative Agent: : (a) may treat any Lender that has participated in the payee making of any Note Advance as the holder thereof of the portion of Indebtedness resulting therefrom until the Administrative Agent receives and accepts an Accession Agreement entered into by an Acceding Lender as provided in Section 2.17 or an Assignment and Acceptance entered into by the Lender that is the payee of such NoteLender, as assignor, and an Eligible Assigneeassignee, as assignee; provided in Section 14.9; (b) may consult with legal counsel (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 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 the Loan Documents; ; (d) shall not have any duty to ascertain or to inquire as to the performance, performance or observance or satisfaction of any of the terms, covenants or conditions of any Loan Document on the part of any Loan Party or the existence at any time of any Default under the Loan Documents or to inspect the property (including the books and records) of any Loan Party; ; (e) 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 or any other instrument or document furnished pursuant thereto; ; (f) shall incur no liability under or in respect of any Loan Document by acting upon any notice, consent, certificate (including any Disbursement Claim) or other instrument or writing (which may be by telegram, telecopy telecopy, cable or telex or other electronic communicationtelex) believed by it to be genuine and signed or sent by the proper party or parties; and ; (g) shall not be required to take incur no liability as a result of any action that, in its opinion or determination whether the opinion of its counsel, may expose transactions contemplated by the Administrative Agent to liability or that is contrary to any Loan Document or applicable law, including for Documents constitute a "highly leveraged transaction" within the avoidance of doubt, any action that may be in violation meaning of the automatic stay under any Bankruptcy Law or that may effect a forfeitureinterpretations issued by the Comptroller of the Currency, modification or termination the Federal Deposit Insurance Corporation and the Board of property Governors of a Defaulting Lender in violation of any Bankruptcy Law.the Federal Reserve System; (h) may:

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its 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 the Loan Documentsthis Agreement, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative Agent: (ai) may treat the payee Lender that made any Revolving Credit Advance and Issuing Bank that issued any Letters of Credit as the holders of the Debt resulting therefrom until, in the case of any Note as the holder thereof until such Lender, the Administrative Agent receives and accepts an Accession Agreement entered into by an Acceding Lender as provided in Section 2.17 or an Assignment and Acceptance entered into by the Lender that is the payee of such NoteLender, as assignor, and an Eligible Assignee, as assignee, as provided in Section 8.07; (bii) may consult with legal counsel (including counsel for any Loan Partythe Borrowers), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (ciii) 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 the Loan Documentsthis Agreement; (div) shall not have any duty to ascertain or to inquire as to the performance, observance or satisfaction of any of the terms, covenants or conditions of this Agreement or any other Loan Document Documents on the part of any Loan Party Borrower or the existence at any time of any Default under the Loan Documents or to inspect the property (including the books and records) of any Loan PartyBorrower; (ev) shall not be responsible to any Lender Party or Issuing Bank 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 withthis Agreement, any other Loan Document or any other instrument or document furnished pursuant hereto and thereto; and (fvi) shall incur no liability under or in respect of this Agreement or any other Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telegramtelecopier, telecopy telegram or telex or other electronic communicationtelex) believed by it to be genuine and signed or sent by the proper party or parties; and (g) shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable law, including for the avoidance of doubt, any action that may be in violation of the automatic stay under any Bankruptcy Law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Bankruptcy Law.

Administrative Agent’s Reliance, Etc. Neither the (a) The Administrative Agent nor any of its directors, officers, agents or employees shall not be liable for any action taken or omitted to be not taken by it or them under or in connection (i) with the Loan Documentsconsent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, except for or as the Administrative Agent shall believe in good faith shall be necessary, under the circumstances provided in Section 9.02) or (ii) in the absence of its or their own gross negligence or willful misconductmisconduct as determined by a court of competent jurisdiction by final and nonappealable judgment. Without limitation The Administrative Agent shall be deemed not to have knowledge of any Default or Event of Default unless and until a Loan Party, a Lender, or Issuing Bank has given written notice describing such Default or Event of Default to the Administrative Agent. The Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the generality covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default or Event of Default, (iv) the foregoingvalidity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document, or the creation, perfection or priority of any Lien purported to be created by the Collateral Documents, or (v) the satisfaction of any condition set forth in Article 4 or elsewhere herein or therein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent. (b) The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document, or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent, or otherwise authenticated by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, or the issuance, extension, renewal or increase of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or Issuing Bank, the Administrative Agent: (a) Agent may treat the payee of any Note as the holder thereof until presume that such condition is satisfactory to such Lender or Issuing Bank unless the Administrative Agent receives and accepts an Accession Agreement entered into by an Acceding shall have received notice to the contrary from such Lender as provided in Section 2.17 or an Assignment and Acceptance entered into by Issuing Bank prior to the Lender that is the payee making of such Note, as assignor, and an Eligible Assignee, as assignee; (b) Loan or the issuance of such Letter of Credit. The Administrative Agent may consult with legal counsel (including who may be counsel for any a Loan Party), independent public accountants and other experts selected by it it, and shall not be liable for any action taken or omitted to be not taken in good faith by it in accordance with the advice of any 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 the Loan Documents; (d) shall not have any duty to ascertain or to inquire as to the performance, observance or satisfaction of any of the terms, covenants or conditions of any Loan Document on the part of any Loan Party or the existence at any time of any Default under the Loan Documents or to inspect the property (including the books and records) of any Loan Party; (e) 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 or any other instrument or document furnished pursuant thereto; (f) shall incur no liability under or in respect of any Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telegram, telecopy or telex or other electronic communication) believed by it to be genuine and signed or sent by the proper party or parties; and (g) shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable law, including for the avoidance of doubt, any action that may be in violation of the automatic stay under any Bankruptcy Law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Bankruptcy Law.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its 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 the Loan Documentsthis Agreement, except for its or their own gross negligence or willful misconduct. Without limitation of limiting the generality of the foregoing, the Administrative Agent: (ai) may treat the payee of any Note as the holder thereof until the Administrative Agent receives and accepts an Accession Agreement entered into by an Acceding Lender as provided in Section 2.17 or an Assignment and Acceptance assignment agreement entered into by the Lender Bank that is the payee of such Note, as assignor, and an Eligible Assigneea Purchaser, as assignee, as provided in Section 9.03; (bii) may consult with legal counsel (including counsel for any Loan PartyBorrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (ciii) makes no warranty or representation to any Lender Party Bank and shall not be responsible to any Lender Party Bank for any statements, warranties or representations (whether written or oral) made in or in connection with the Loan Documentsthis Agreement; (div) shall not have any duty to ascertain or to inquire as to the performance, performance or observance or satisfaction of any of the terms, covenants or conditions of any Loan Document this Agreement on the part of any Loan Party or the existence at any time of any Default under the Loan Documents Borrower or to inspect the property (including the books and records) of any Loan PartyBorrower; (ev) shall not be responsible to any Lender Party Bank 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 this Agreement or any other instrument or document furnished pursuant theretohereto; (fvi) shall not have any duty to ascertain, inquire into or verify the financial condition of the Company or any of its Subsidiaries; (vii) shall have no duty to disclose to the Banks information that is not required to be furnished by the Company to the Administrative Agent at such time, but is voluntarily furnished by the Company to the Administrative Agent (either in its capacity as Administrative Agent or in its individual capacity); and (viii) shall incur no liability under or in respect of any Loan Document this Agreement by acting upon any notice, consent, certificate or other instrument or writing (which may be by telegram, telecopy or telex or other electronic communication) believed by it to be genuine and signed or sent by the proper party or parties; and (g) . The Administrative Agent shall not be required entitled to take any action that, in its opinion or advice of counsel concerning the opinion of its counsel, may expose contractual arrangement between the Administrative Agent and the Banks and all matters pertaining to liability or that is contrary to any Loan Document or applicable law, including for the avoidance of doubt, any action that may be in violation of the automatic stay under any Bankruptcy Law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Bankruptcy LawAdministrative Agent's duties hereunder.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents agents, attorneys or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with the Loan Documents, this Agreement except for its or their own gross negligence or willful misconduct. Without limitation of limiting the generality of the foregoing, the Administrative Agent: (ai) may treat the payee of any Note each Bank as the holder thereof of the right to payment of its outstanding Loans until the Administrative Agent receives and accepts an Accession Agreement entered into by an Acceding Lender as provided in Section 2.17 or (together with any required transfer fee) an Assignment and Acceptance entered into Agreement signed by such Bank and its Assignee in form satisfactory to the Lender that is Administrative Agent and otherwise in accordance with the payee provisions of such Note, as assignor, and an Eligible Assignee, as assigneethis Agreement; (bii) may consult with legal counsel (including counsel for any Loan Partythe Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or expertsexperts if such counsel, accountants or other experts are selected without gross negligence or willful misconduct on the part of the Administrative Agent; (ciii) makes no warranty or representation to any Lender Party Bank and shall not be responsible to any Lender Party Bank for any statements, warranties or representations (whether written or oral) made in or in connection with the Loan Documentsthis Agreement; (div) except to the extent specifically required under this Agreement, shall not have any duty to ascertain or to inquire as to the performance, performance or observance or satisfaction of any of the terms, covenants or conditions of any Loan Document this Agreement on the part of any Loan Party or the existence at any time of any Default under the Loan Documents Borrower or to inspect the property (including the books and records) of any Loan Partythe Borrower; (ev) shall not be responsible to any Lender Party Bank 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 this Agreement or any other instrument or document furnished pursuant theretohereto; and (fvi) shall incur no liability under or in respect of any Loan Document this Agreement by acting upon any notice, consent, certificate or other instrument or writing (which may be by telegram, telecopy cable or telex or other electronic communicationtelex) believed by it in good faith to be genuine and signed or sent by the proper party or parties; and (g) shall not be required to take any parties unless such action that, in its opinion or the opinion of its counsel, may expose by the Administrative Agent to liability constitutes gross negligence or that is contrary to any Loan Document or applicable law, including for the avoidance of doubt, any action that may be in violation of the automatic stay under any Bankruptcy Law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Bankruptcy Lawwillful misconduct on its part.

Administrative Agent’s Reliance, Etc. Neither None of the Administrative Agent nor Agent, any of its Affiliates or any of their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it it, him, her or them under or in connection with this Agreement or the other Loan Documents, except for its its, his, her or their own gross negligence or willful misconduct. Without limitation of the generality of limiting the foregoing, the Administrative Agent: Agent (a) may treat the payee of any Note as its holder until such Note has been assigned in accordance with Section 10.2 (Assignments and Participations), (b) may rely on the holder thereof until Register to the Administrative Agent receives and accepts an Accession Agreement entered into by an Acceding Lender as provided extent set forth in Section 2.17 or an Assignment and Acceptance entered into by the Lender that is the payee 2.6 (Evidence of such NoteDebt), as assignor, and an Eligible Assignee, as assignee; (bc) may consult with legal counsel (including counsel for to the Borrowers 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 in good faith by it in accordance with the advice of such counsel, accountants or experts; , (cd) makes no warranty or representation to any Lender Party or Issuer and shall not be responsible to any Lender Party or Issuer for any statements, warranties or representations (whether written made by or oral) made on behalf of the MLP, the Borrowers or any of the Borrowers’ Subsidiaries in or in connection with the this Agreement or any other Loan Documents; Document, (de) shall not have any duty to ascertain or to inquire either as to the performance, performance or observance or satisfaction of any term, covenant or condition of this Agreement or any other Loan Document, as to the terms, covenants or conditions of any Loan Document on the part financial condition of any Loan Party or as to the existence at any time or possible existence of any Default under the Loan Documents or to inspect the property Event of Default, (including the books and records) of any Loan Party; (ef) shall not be responsible to any Lender Party or Issuer for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the attachment, perfection or priority of any lien or security interest Lien created or purported to be created under or in connection with, this Agreement, any other Loan Document or any other instrument or document furnished pursuant thereto; hereto or thereto and (fg) shall incur no liability under or in respect of this Agreement or any other Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which writing may be by telegram, a telecopy or telex electronic mail) or other electronic communication) any telephone message believed by it to be genuine and signed or sent by the proper party or parties; and (g) shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable law, including for the avoidance of doubt, any action that may be in violation of the automatic stay under any Bankruptcy Law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Bankruptcy Law.

Administrative Agent’s Reliance, Etc. Neither the ------------------------------------ Administrative Agent nor any of its directors, officers, agents or employees shall be liable to any Lender for any action taken or omitted to be taken by it or them under or in connection with the Loan Documentsthis Agreement, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative Agent: (ai) may treat the payee of Lender which made any Note Advance as the holder thereof of the Debt resulting therefrom until the Administrative Agent receives and accepts an Accession Assumption Agreement entered into by an Acceding Assuming Lender as provided in Section 2.17 2.19 or 2.20, as the case may be, or an Assignment and Acceptance entered into by the Lender that is the payee of such NoteLender, as assignor, and an Eligible Assignee, as assignee, as provided in Section 8.07; (bii) may consult with legal counsel (including counsel for any Loan Partythe Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (ciii) 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 the Loan Documentsthis Agreement; (div) shall not have any duty to ascertain or to inquire as to the performance, performance or observance or satisfaction of any of the terms, covenants or conditions of any Loan Document this Agreement on the part of any Loan Party or the existence at any time of any Default under the Loan Documents Borrower or to inspect the property (including the books and records) of any Loan Partythe Borrower; (ev) 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 this Agreement or any other instrument or document furnished pursuant theretohereto; and (fvi) shall incur no liability under or in respect of any Loan Document this Agreement by acting upon any notice, consent, certificate or other instrument or writing (which may be by telegramtelecopier, telecopy telegram or telex or other electronic communicationtelex) believed by it to be genuine and signed or sent by the proper party or parties; and (g) shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable law, including for the avoidance of doubt, any action that may be in violation of the automatic stay under any Bankruptcy Law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Bankruptcy Law.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable to any Bank 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 Documents (i) with the consent or at the request of the Required Banks 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 Administrative Agent and its directors, officers, agents and employees shall have no liability for actions and omissions under this Section 8.02 resulting from their sole ordinary or contributory negligence). Without limitation of the generality of the foregoing, the Administrative Agent: (ai) may treat the payee of any each Note as the holder thereof until the Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and accepts an Accession Agreement entered into by an Acceding Lender as provided in Section 2.17 or an Assignment and Acceptance entered into by form satisfactory to the Lender that is the payee of such Note, as assignor, and an Eligible Assignee, as assigneeAdministrative Agent; (bii) may consult with legal counsel (including counsel for Borrower or any Loan Partyof its Subsidiaries), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (ciii) makes no warranty or representation to any Lender Party Bank and shall not be responsible to any Lender Party Bank for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Loan Documents; (div) except as otherwise expressly provided herein, shall not have any duty to ascertain or to inquire as to the performance, performance or observance or satisfaction of any of the terms, covenants or conditions of any Loan Document on the part of any Loan Party this Agreement or the existence at any time of any Default under the other Loan Documents or to inspect the property (including the books and records) of any Loan PartyBorrower and its Subsidiaries; (ev) shall not be responsible to any Lender Party Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, of this Agreement or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, any other Loan Document Documents or any other instrument or document furnished pursuant hereto or thereto; and (fvi) shall incur no liability under or in respect of any this Agreement or the other Loan Document Documents by acting upon any notice, consent, certificate or other instrument or writing (which may be by telegram, telecopy telecopier, cable or telex or other electronic communicationtelex) reasonably believed by it to be genuine and signed or sent by the proper party or parties; and (gvii) the provisions of this Section 8.02 shall not be required to take survive the termination of this Agreement and/or the payment or assignment of any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable law, including for the avoidance of doubt, any action that may be in violation of the automatic stay Indebtedness under any Bankruptcy Law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Bankruptcy Lawthis Agreement.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its 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 the Loan Documents, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative Agent: (a) in the case of the Administrative Agent, may treat the payee of any Note as the holder thereof until the Administrative Agent receives and accepts an Accession Assumption Agreement entered into by an Acceding Assuming Lender as provided in Section 2.17 2.18 or an Assignment and Acceptance entered into by the Lender that is the payee of such Note, as assignor, and an Eligible Assignee, as assignee, or, in the case of any other Agent, such Agent has received notice from the Administrative Agent that it has received and accepted such Assumption Agreement or Assignment and Acceptance, as the case may be, in each case as provided in Section 9.07; (b) may consult with legal counsel (including counsel for 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 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 the Loan Documents; (d) shall not have any duty to ascertain or to inquire as to the performance, observance or satisfaction of any of the terms, covenants or conditions of any Loan Document on the part of any Loan Party or the existence at any time of any Default under the Loan Documents or to inspect the property (including the books and records) of any Loan Party; (e) 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 or any other instrument or document furnished pursuant thereto; and (f) shall incur no liability under or in respect of any Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telegram, telecopy or telex or other electronic communication) believed by it to be genuine and signed or sent by the proper party or parties; and (g) shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable law, including for the avoidance of doubt, any action that may be in violation of the automatic stay under any Bankruptcy Law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Bankruptcy Law.

Administrative Agent’s Reliance, Etc. Neither the ------------------------------------ Administrative Agent nor any of its Affiliates or any of the respective directors, officers, agents or employees of the Administrative Agent or any such Affiliate shall be liable for any action taken or omitted to be taken by it it, him, her or them under or in connection with this Agreement or the other Loan Documents, except for its its, his, her or their own gross negligence or willful misconduct. Without limitation of the generality of limiting the foregoing, the Administrative Agent: Agent (a) may treat the payee of any Note as the its holder thereof until the Administrative Agent receives and accepts an Accession Agreement entered into by an Acceding Lender as provided such Note has been assigned in accordance with Section 2.17 or an Assignment and Acceptance entered into by the Lender that is the payee of such Note, as assignor, and an Eligible Assignee, as assignee11.2; (b) may rely on the Register to the extent set forth in Section 11.2(c); (c) may consult with legal counsel (including counsel for to the Borrowers 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 in good faith by it in accordance with the advice of such counsel, accountants or experts; (cd) makes no warranty or representation to any Lender Party or Issuer and shall not be responsible to any Lender Party or Issuer for any statements, warranties or representations (whether written made by or oral) made on behalf of Terra Industries or any of its Subsidiaries in or in connection with this Agreement or any of the other Loan Documents; (de) shall not have any duty to ascertain or to inquire either as to the performance, performance or observance or satisfaction of any of the terms, covenants or conditions of this Agreement or any Loan Document on of the part of any Loan Party or the existence at any time of any Default under the other Loan Documents or to inspect the property (including the books and records) financial condition of any Loan Party, or the existence or possible existence of any Default or Event of Default; (ef) shall not be responsible to any Lender Party or Issuer for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, of this Agreement or any of the perfection or priority of any lien or security interest created or purported to be created under or in connection with, any other Loan Document Documents or any other instrument or document furnished pursuant hereto or thereto; and (fg) shall incur no liability under or in respect of this Agreement or any of the other Loan Document Documents by acting upon any notice, consent, certificate or other instrument or writing (which may be by telegram, telecopy telecopy) or telex or other electronic communication) any telephone message believed by it to be genuine and signed or sent by the proper party or parties; and (g) shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable law, including for the avoidance of doubt, any action that may be in violation of the automatic stay under any Bankruptcy Law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Bankruptcy Law.

Administrative Agent’s Reliance, Etc. Neither the Administrative ------------------------------------ Agent nor any of its respective directors, officers, agents or employees shall be (a) liable for any action taken or omitted to be taken by it or them under or in connection with the Loan Documents, except for its or their own gross negligence or willful misconductmisconduct or (b) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by the Borrower or any officer thereof contained in this Agreement, any other Loan Document or any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Agreement or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document for any failure of the Borrower to perform its obligations or satisfy any condition hereunder or thereunder. The Administrative Agent shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of the Borrower. Without limitation of the generality of the foregoing, the Administrative Agent: : (a) may treat the payee of Lender that made any Note Loan as the holder thereof of the Indebtedness resulting therefrom until the Administrative Agent receives and accepts an Accession Agreement entered into by an Acceding Lender as provided in Section 2.17 or an Assignment and Acceptance entered into by the Lender that is the payee of such NoteLender, as assignor, and an Eligible Assigneeassignee, as assignee; provided in (S) 12.7; (b) may consult with legal counsel (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 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 the Loan Documents; ; (dc) shall not have any duty to ascertain or to inquire as to the performance, performance or observance or satisfaction of any of the terms, covenants or conditions of any Loan Document on the part of any Loan Party or the existence at any time of any Default under the Loan Documents or to inspect the property (including the books and records) of any Loan Party; ; (ed) 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 or any other instrument or document furnished pursuant thereto; hereto; (e) shall be fully justified in failing or refusing to take action under this Agreement or any other Loan Document unless it shall first receive such advice or concurrence of the Required Lenders or Required Secured Creditors, as applicable, as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action; (f) shall incur no liability under or in respect as a result of any Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telegram, telecopy or telex or other electronic communication) believed by it to be genuine and signed or sent determination whether the transactions contemplated by the proper party or parties; Loan Documents constitute a "highly leveraged transaction" within the meaning of the interpretations issued by the Comptroller of the Currency, the Federal Deposit Insurance Corporation and the Board of Governors of the Federal Reserve System; (g) shall not be required to take any action that, in may act by or through its opinion agents or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable law, including for the avoidance of doubt, any action that may be in violation of the automatic stay under any Bankruptcy Law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Bankruptcy Law.attorneys-in-fact;

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its 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 the Loan Documentsthis Agreement, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative Agent: (ai) may treat the payee of any Note promissory note delivered pursuant to Section 2.01(b) as the holder thereof until the Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and accepts an Accession Agreement entered into by an Acceding Lender as provided in Section 2.17 or an Assignment and Acceptance entered into by form reasonably satisfactory to the Lender that is the payee of such Note, as assignor, and an Eligible Assignee, as assigneeAdministrative Agent; (bii) may consult with legal counsel (including counsel for any Loan Partythe Borrowers), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (ciii) makes no warranty or representation to any Lender Party Bank or LC Bank and shall not be responsible to any Lender Party Bank or LC Bank for any statements, warranties or representations (whether written or oral) made in or in connection with the Loan Documentsthis Agreement; (div) shall not have any duty to ascertain or to inquire as to the performance, performance or observance or satisfaction of any of the terms, covenants or conditions of any Loan Document this Agreement on the part of any Loan Party or the existence at any time of any Default under the Loan Documents Borrower or to inspect the property (including the books and records) of any Loan PartyBorrower or any of its subsidiaries; (ev) shall not be responsible to any Lender Party Bank or LC Bank 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 this Agreement or any other instrument or document furnished pursuant theretohereto; and (fvi) shall incur no liability under or in respect of any Loan Document this Agreement by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopier, telegram, telecopy cable or telex or other electronic communicationtelex) believed by it to be genuine and signed or sent by the proper party or parties; and (g) shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable law, including for the avoidance of doubt, any action that may be in violation of the automatic stay under any Bankruptcy Law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Bankruptcy Law.

Administrative Agent’s Reliance, Etc. Neither Notwithstanding any other provisions of this Agreement or any other Loan Documents, neither the Administrative Agent nor any of its directors, officers, agents agents, employees or employees counsel shall be liable for any action taken or omitted to be not taken by it or them under or in connection with the this Agreement or any other Loan DocumentsDocument, except for its or their own gross negligence or willful misconductmisconduct in connection with its duties expressly set forth herein or therein. Without limitation of limiting the generality of the foregoing, the Administrative Agent: (a) may treat the payee of any Note as the holder thereof until the Administrative Agent receives and accepts an Accession Agreement entered into by an Acceding Lender as provided in Section 2.17 or an Assignment and Acceptance entered into by the Lender that is the payee of such Note, as assignor, and an Eligible Assignee, as assignee; (b) may consult with legal counsel (including its own counsel or counsel for the Borrower or any other Loan Party), independent public accountants and other experts selected by it with reasonable care and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; . Neither the Administrative Agent nor any of its directors, officers, agents, employees or counsel: (ca) makes no any warranty or representation to any Lender Party or any other Person and shall not be responsible to any Lender Party or any other Person for any statementsstatement, warranties warranty or representations (whether written representation made or oral) deemed made by the Borrower, any other Loan Party or any other Person in or in connection with the this Agreement or any other Loan DocumentsDocument; (db) shall not have any duty to ascertain or to inquire as to the performance, performance or observance or satisfaction of any of the terms, covenants or conditions of this Agreement or any other Loan Document or the satisfaction of any conditions precedent under this Agreement or any Loan Document on the part of any Loan Party the Borrower or the existence at any time of any Default under the Loan Documents other Persons or to inspect the property (including property, books or records of the books and records) of Borrower or any Loan Partyother Person; (ec) shall not be responsible to any Lender Party for the due execution, legality, validity, enforceability, genuineness, sufficiency or value ofof this Agreement or any other Loan Document, any other instrument or document furnished pursuant thereto or any Collateral covered thereby or the perfection or priority of any lien Lien in favor of the Administrative Agent on behalf of the Lenders in any such Collateral; (d) shall have any liability in respect of any recitals, statements, certifications, representations or security interest created or purported to be created under or warranties contained in connection with, any of the Loan Document Documents or any other instrument document, instrument, agreement, certificate or document furnished pursuant theretostatement delivered in connection therewith; and (fe) shall incur no any liability under or in respect of this Agreement or any other Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telegramtelephone, telecopy or telex or other electronic communicationmail) believed by it to be genuine and signed signed, sent or sent given by the proper party or parties; . The Administrative Agent may execute any of its duties under the Loan Documents by or through agents, employees or attorneys-in-fact and (g) shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable law, including responsible for the avoidance of doubt, any action that may be in violation of the automatic stay under any Bankruptcy Law negligence or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation misconduct of any Bankruptcy Lawagent or attorney-in-fact that it selects with reasonable care in the absence of gross negligence or willful misconduct.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its 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 its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative Agent: (ai) may treat the payee of Lender that made any Note Term Loan as the holder thereof of the Indebtedness resulting therefrom until the Administrative Agent receives and accepts an Accession Agreement entered into by an Acceding Lender as provided in Section 2.17 or an Assignment and Acceptance entered into by the Lender that is the payee of such NoteXxxxxx, as assignor, and an Eligible Assignee, as assignee, as provided in Section 9.07; (bii) may consult with legal counsel (including counsel for any Loan Partythe Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (ciii) 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 any of the other Loan Documents; (div) shall not have any duty to ascertain or to inquire as to the performance, observance or satisfaction of any of the terms, covenants or conditions of this Agreement or any of the other Loan Document Documents on the part of any Loan Party the Borrower or the existence at any time of any Default under the Loan Documents or to inspect the property (including the books and records) of any Loan Partythe Borrower; (ev) shall not be responsible to any Lender Party for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, of this Agreement or any of the perfection or priority of any lien or security interest created or purported to be created under or in connection with, any other Loan Document Documents or any other instrument or document furnished pursuant theretohereto or thereto (including, for the avoidance of doubt, in connection with the Administrative Agent’s reliance on any Electronic Signature transmitted by telecopy, emailed pdf, or any other electronic means that reproduces an image of an actual executed signature page); and (fvi) shall incur no liability under or in respect of this Agreement or any of the other Loan Document Documents by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopier or telegram, telecopy or telex or other electronic communication) believed by it to be genuine and signed or sent by the proper party or parties; and (g) shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable law, including for the avoidance of doubt, any action that may be in violation of the automatic stay under any Bankruptcy Law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Bankruptcy Law.

Administrative Agent’s Reliance, Etc. Neither None of the Administrative Agent nor Agent, any of its Affiliates or any of their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it it, him, her or them under or in connection with this Agreement or the other Loan Documents, except for its its, his, her or their own gross negligence or willful misconduct. Without limitation of the generality of limiting the foregoing, the Administrative Agent: Agent (a) may treat the payee of any Revolving Credit Note as its holder until such Revolving Credit Note has been assigned in accordance with Section 11.2 (Assignments and Participations), (b) may rely on the holder thereof until Register to the Administrative Agent receives and accepts an Accession Agreement entered into by an Acceding Lender as provided extent set forth in Section 2.17 or an Assignment and Acceptance entered into by the Lender that is the payee 2.7 (Evidence of such NoteDebt), as assignor, and an Eligible Assignee, as assignee; (bc) may consult with legal counsel (including counsel for to 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 in good faith by it in accordance with the advice of such counsel, accountants or experts; , (cd) makes no warranty or representation to any Lender Party or Issuer and shall not be responsible to any Lender Party or Issuer for any statements, warranties or representations (whether written made by or oral) made on behalf of any Group Member in or in connection with the this Agreement or any other Loan Documents; Document, (de) shall not have any duty to ascertain or to inquire either as to the performance, performance or observance or satisfaction of any term, covenant or condition of this Agreement or any other Loan Document, as to the terms, covenants or conditions of any Loan Document on the part financial condition of any Loan Party or as to the existence at any time or possible existence of any Default under the Loan Documents or to inspect the property Event of Default, (including the books and records) of any Loan Party; (ef) shall not be responsible to any Lender Party or Issuer for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the attachment, perfection or priority of any lien or security interest Lien created or purported to be created under or in connection with, this Agreement, any other Loan Document or any other instrument or document furnished pursuant thereto; hereto or thereto and (fg) shall incur no liability under or in respect of this Agreement or any other Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which writing may be by telegram, a telecopy or telex electronic mail) or other electronic communication) any telephone message believed by it to be genuine and signed or sent by the proper party or parties; and (g) shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable law, including for the avoidance of doubt, any action that may be in violation of the automatic stay under any Bankruptcy Law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Bankruptcy Law.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its 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 the Loan Documents, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative Agent: (a) may treat the payee of any Note Advance as the holder thereof until the Administrative Agent receives and accepts an Accession Agreement entered into by an Acceding Lender as provided in Section 2.17 or an Assignment and Acceptance entered into by the Lender that is the payee of such NoteAdvance, as assignor, and an Eligible Assignee, as assignee, as provided in Section 9.07; (b) may consult with legal counsel (including counsel for any Loan Document Party), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (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 the Loan Documents; (d) shall not have any duty to ascertain or to inquire as to the performance, observance or satisfaction of any of the terms, covenants or conditions of any Loan Document on the part of any Loan Document Party or the existence at any time of any Default under the Loan Documents or to inspect the property (including the books and records) of any Loan Document Party; (e) 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 or any other instrument or document furnished pursuant thereto; and (f) shall incur no liability under or in respect of any Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telegram, telecopy or telex or other electronic communicationtelex) believed by it to be genuine and signed or sent by the proper party or parties; and (g) shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable law, including for the avoidance of doubt, any action that may be in violation of the automatic stay under any Bankruptcy Law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Bankruptcy Law.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its 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 the Loan Documentsthis Agreement, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative Agent: (ai) may treat the payee of any Note or CAF Note, as the case may be, as the holder thereof until the Administrative Agent receives and accepts an Accession Agreement entered into by an Acceding Lender as provided in Section 2.17 or an Assignment and Acceptance entered into by the Lender that is the payee of such Note or CAF Note, as the case may be, as assignor, and an Eligible Assignee, as assignee, as provided in Section 8.07; (bii) may consult with legal counsel (including counsel for any Loan Partythe Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (ciii) 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 the Loan Documentsthis Agreement; (div) shall not have any duty to ascertain or to inquire as to the performance, observance or satisfaction of any of the terms, covenants or conditions of any Loan Document this Agreement on the part of any Loan Party the Borrower or the existence at any time of any Default under the Loan Documents or to inspect the property (including the books and records) of any Loan Partythe Borrower; (ev) shall not be responsible to any Lender Party for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or or, if applicable, the perfection or priority of any lien or security interest created or purported to be created under or in connection with, any Loan Document this Agreement or any other instrument or document furnished pursuant theretohereto; and (fvi) shall incur no liability under or in respect of any Loan Document this Agreement by acting upon any notice, consent, certificate or other instrument or writing (which may be by telegramtelecopier, telecopy telegram or telex or other electronic communicationtelex) believed by it to be genuine and signed or sent by the proper party or parties; and (g) shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable law, including for the avoidance of doubt, any action that may be in violation of the automatic stay under any Bankruptcy Law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Bankruptcy Law.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its 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 its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative Agent: (ai) may treat the payee of Lender that made any Note Advances as the holder thereof of the Indebtedness resulting therefrom until the Administrative Agent receives and accepts an Accession Agreement entered into by an Acceding Lender as provided in Section 2.17 or an Assignment and Acceptance entered into by the Lender that is the payee of such NoteLender, as assignor, and an Eligible Assignee, as assignee, as provided in Section 9.07; (bii) may consult with legal counsel (including counsel for any Loan Partythe Borrowers), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (ciii) 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 any of the other Loan Documents; (div) shall not have any duty to ascertain or to inquire as to the performance, observance or satisfaction of any of the terms, covenants or conditions of this Agreement or any of the other Loan Document Documents on the part of any Loan Party Borrower or the existence at any time of any Default under the Loan Documents or to inspect the property (including the books and records) of any Loan PartyBorrower; (ev) shall not be responsible to any Lender Party for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, of this Agreement or any of the perfection or priority of any lien or security interest created or purported to be created under or in connection with, any other Loan Document Documents or any other instrument or document furnished pursuant hereto or thereto; (fvi) shall incur no liability under or in respect of this Agreement or any of the other Loan Document Documents by acting upon any notice, consent, certificate or other instrument or writing (which may be by telegramtelecopier, telecopy telegram or telex or other electronic communicationtelex) believed by it to be genuine and signed or sent by the proper party or parties; and (gvii) shall not be required deemed to take have knowledge of any action that, in its opinion Default or the opinion of its counsel, event or events that give or may expose give rise to any Default unless and until written notice describing such Default and such event or events is given to the Administrative Agent to liability by the Borrower or that is contrary to any Loan Document or applicable law, including for the avoidance of doubt, any action that may be in violation of the automatic stay under any Bankruptcy Law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Bankruptcy LawLender.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents agents, or employees shall be liable to any Bank for any action taken or omitted to be taken by it or them under or in connection with this Agreement, the Notes and the other Loan Documents, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative Agent: (a) may treat the payee original or any successor holder of any Note as the holder thereof until the Administrative Agent receives and accepts an Accession Agreement entered into by an Acceding Lender as provided in Section 2.17 or an Assignment and Acceptance entered into by notice from the Lender that Bank which is the payee of such Note concerning the assignment of such Note, as assignor, and an Eligible Assignee, as assignee; (b) may employ and consult with legal counsel (including counsel for any Loan Partythe Borrower), independent public accountants accountants, and other experts selected by it and shall not be liable to any Bank for any action taken taken, or omitted to be taken taken, in good faith by it or them in accordance with the advice of such counsel, accountants accountants, or experts received in such consultations and shall not be liable for any negligence or misconduct of any such counsel, accountants, or other experts; (c) makes no warranty or representation to any Lender Party Bank and shall not be responsible to any Lender Party Bank for any opinions, certifications, statements, warranties warranties, or representations (whether written or oral) made in or in connection with the Loan Documentsthis Agreement; (d) shall not have any duty to any Bank to ascertain or to inquire as to the performance, performance or observance or satisfaction of any of the terms, covenants covenants, or conditions of this Agreement or any other instrument or document furnished pursuant thereto or to satisfy itself that all conditions to and requirements for any Loan Document on have been met or that the part of Borrower is entitled to any Loan Party or the existence at any time of any Default under the Loan Documents or to inspect the property (including the books and records) of the Borrower or any Loan PartySubsidiary; (e) shall not be responsible to any Lender Party Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency 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 this Agreement or any other instrument or document furnished pursuant thereto; and (f) shall incur no liability under or in respect of any Loan Document this Agreement by acting upon any notice, consent, certificate certificate, or NEWY1\8114089.7 other instrument or writing (which may be by telegram, telecopy or telex or other electronic communication) believed by it to be genuine and signed or sent by the proper party or parties; and (g) shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable law, including for the avoidance of doubt, any action that may be in violation of the automatic stay under any Bankruptcy Law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Bankruptcy Law.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its 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 the Loan Credit Documents, except for its (i) with the consent or their at the request of the Requisite Lenders (or such other number or percentage of the Lenders as shall be necessary, or as such Administrative Agent shall believe in good faith shall be necessary) or (ii) in the absence of such Administrative Agent’s own gross negligence or willful misconductmisconduct as determined by a court of competent jurisdiction in a final and non-appealable judgment. Without limitation of to the generality of the foregoing, the Administrative Agent: (a) may treat the payee of any Loan Note as the holder thereof until until, in the case of the Administrative Agent, the Administrative Agent receives and accepts an Accession Assignment Agreement entered into by an Acceding Lender as provided in Section 2.17 or an Assignment and Acceptance entered into by the Lender that is the payee of such Loan Note, as assignor, and an Eligible Assignee, as assigneeassignee as provided in Section 10.4; (b) may consult with legal counsel (including counsel for any Loan Credit Party), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (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 the Loan Credit Documents; (d) shall not have any duty to ascertain or to inquire as to the performance, observance or satisfaction of any of the terms, covenants or conditions of any Loan Credit Document on the part of any Loan Credit Party or the existence at any time of any Default under the Loan Credit Documents or to inspect the property (including the books and records) of any Loan Credit Party, and shall be deemed to have no knowledge of any Default or Event of Default unless such Administrative Agent shall have received notice thereof in writing from a Lender or a Credit Party stating that a Default or Event of Default has occurred and specifying the nature thereof; (e) 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 Credit Document or any other instrument or document furnished pursuant thereto; (f) shall incur no liability under or in respect of not be subject to any Loan Document by acting upon any notice, consent, certificate fiduciary or other instrument implied duties, regardless of whether a Default or writing (which may be by telegram, telecopy or telex or other electronic communication) believed by it to be genuine Event of Default has occurred and signed or sent by the proper party or partiesis continuing; and (g) shall not 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 Credit Documents that the Administrative Agent is required to exercise as directed in writing by the Requisite Lenders (or such other number or percentage of Lenders as shall be expressly provided for herein or in the other Credit Documents) (provided that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the such Administrative Agent to liability or that is contrary to any Loan Credit Document or applicable law, including for the avoidance of doubt, any action that may be in violation of the automatic stay or similar provision under any Bankruptcy Law Debtor Relief Law) and (h) shall incur no liability under or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation respect of any Bankruptcy LawCredit Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by facsimile, electronic mail or Internet or intranet posting or other distribution) believed by it to be genuine and signed or sent by the proper party or parties.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its 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 the Loan Documentsthis Agreement, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative Agent: (ai) may treat the payee of any Note as the holder thereof until the Administrative Agent receives and accepts an Accession Agreement entered into by an Acceding Lender as provided in Section 2.17 or an Assignment and Acceptance entered into by the Lender Party that is the payee of such Note, as assignor, and an Eligible Assignee, as assignee, as provided in Section 9.07; (bii) may consult with legal counsel (including counsel for any Loan PartyPaxar), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (ciii) 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 the Loan Documentsthis Agreement; (div) shall not have any duty to ascertain or to inquire as to the performance, performance or observance or satisfaction of any of the terms, covenants or conditions of any Loan Document this Agreement on the part of any Loan Party or the existence at any time of any Default under the Loan Documents Paxar or to inspect the property (including the books and records) of any Loan PartyPaxar; (ev) 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 this Agreement or any other instrument or document furnished pursuant theretohereto; and (fvi) shall incur no liability under or in respect of any Loan Document this Agreement by acting upon any notice, consent, certificate or other instrument or writing (which may be by telegramtelecopier, telecopy telegram or telex or other electronic communicationtelex) believed by it to be genuine and signed or sent by the proper party or parties; and (g) shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable law, including for the avoidance of doubt, any action that may be in violation of the automatic stay under any Bankruptcy Law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Bankruptcy Law.

Administrative Agent’s Reliance, Etc. Neither None of the Administrative Agent nor Agent, any of its Affiliates or any of their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it it, him, her or them under or in connection with this Agreement or the other Loan Documents, except for its its, his, her or their own gross negligence or willful misconduct. Without limitation of the generality of limiting the foregoing, the Administrative Agent: Agent (a) may treat the payee of any Revolving Credit Note as its holder until such Revolving Credit Note has been assigned in accordance with Section 11.2 (Assignments and Participations), (b) may rely on the holder thereof until Register to the Administrative Agent receives and accepts an Accession Agreement entered into by an Acceding Lender as provided extent set forth in Section 2.17 or an Assignment and Acceptance entered into by the Lender that is the payee 2.7 (Evidence of such NoteDebt), as assignor, and an Eligible Assignee, as assignee; (bc) may consult with legal counsel (including counsel for to 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 in good faith by it in accordance with the advice of such counsel, accountants or experts; , (cd) makes no warranty or representation to any Lender Party or Issuer and shall not be responsible to any Lender Party or Issuer for any statements, warranties or representations (whether written made by or oral) made on behalf of any Group Member in or in connection with the this Agreement or any other Loan Documents; Document, (de) shall not have any duty to ascertain or to inquire either as to the performance, performance or observance or satisfaction of any term, covenant or condition of this Agreement or any other Loan Document, as to the terms, covenants or conditions of any Loan Document on the part financial condition of any Loan Party or as to the existence at any time or possible existence of any Default under the Loan Documents or to inspect the property Event of Default, (including the books and records) of any Loan Party; (ef) shall not be responsible to any Lender Party or Issuer for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the attachment, perfection or priority of any lien or security interest Lien created or purported to be created under or in connection with, this Agreement, any other Loan Document or any other instrument or document furnished pursuant thereto; hereto or thereto and (fg) shall incur no liability under or in respect of this Agreement or any other Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which writing may be by telegram, telecopy a fax or telex electronic mail) or other electronic communication) any telephone message believed by it to be genuine and signed or sent by the proper party or parties; and (g) shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable law, including for the avoidance of doubt, any action that may be in violation of the automatic stay under any Bankruptcy Law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Bankruptcy Law.. AMENDED AND RESTATED CREDIT AGREEMENT XXXXX HEALTHCARE CORPORATION

Administrative Agent’s Reliance, Etc. Neither None of the Administrative Agent nor Agent, any of its Affiliates or any of their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it it, him, her or them under or in connection with this Agreement or the other Loan Documents, except for its its, his, her or their own gross negligence or willful misconduct. Without limitation of the generality of limiting the foregoing, the Administrative Agent: Agent (a) may treat the payee of any Note as its holder until such 110 Note has been assigned in accordance with Section 11.2(e) (Assignments and Participations), (b) may rely on the holder thereof until Register to the Administrative Agent receives and accepts an Accession Agreement entered into by an Acceding Lender as provided extent set forth in Section 2.17 or an Assignment and Acceptance entered into by the Lender that is the payee 2.7 (Evidence of such NoteDebt), as assignor, and an Eligible Assignee, as assignee; (bc) may consult with legal counsel (including counsel for to the Borrowers 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 in good faith by it in accordance with the advice of such counsel, accountants or experts; , (cd) makes no warranty or representation to any Lender Party or Issuer and shall not be responsible to any Lender Party or Issuer for any statements, warranties or representations (whether written made by or oral) made on behalf of any Borrower or any of its Subsidiaries in or in connection with the this Agreement or any other Loan Documents; Document, (de) shall not have any duty to ascertain or to inquire either as to the performance, performance or observance or satisfaction of any term, covenant or condition of this Agreement or any other Loan Document, as to the terms, covenants or conditions of any Loan Document on the part financial condition of any Loan Party or as to the existence at any time or possible existence of any Default under the Loan Documents or to inspect the property Event of Default, (including the books and records) of any Loan Party; (ef) shall not be responsible to any Lender Party or Issuer for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the attachment, perfection or priority of any lien or security interest Lien created or purported to be created under or in connection with, this Agreement, any other Loan Document or any other instrument or document furnished pursuant thereto; hereto or thereto and (fg) shall incur no liability under or in respect of this Agreement or any other Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which writing may be by telegram, a telecopy or telex electronic mail) or other electronic communication) any telephone message believed by it to be genuine and signed or sent by the proper party or parties; and (g) shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable law, including for the avoidance of doubt, any action that may be in violation of the automatic stay under any Bankruptcy Law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Bankruptcy Law.

Administrative Agent’s Reliance, Etc. Neither None of the Administrative Agent nor Agent, any of its Affiliates or any of their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it it, him, her or them under or in connection with this Agreement or the other Loan Documents, except for its its, his, her or their own gross negligence or willful misconduct. Without limitation of the generality of limiting the foregoing, the Administrative Agent: Agent (a) may treat the payee of any Revolving Credit Note as its holder until such Revolving Credit Note has been assigned in accordance with Section 10.2, (b) may rely on the holder thereof until Register to the Administrative Agent receives and accepts an Accession Agreement entered into by an Acceding Lender as provided extent set forth in Section 2.17 or an Assignment and Acceptance entered into by the Lender that is the payee of such Note10.2(c), as assignor, and an Eligible Assignee, as assignee; (bc) may consult with legal counsel (including counsel for to the Administrative 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 in good faith by it in accordance with the advice of such counsel, accountants or experts; , (cd) makes no warranty or representation to any Lender Party or Issuer and shall not be responsible to any Lender Party or Issuer for any statements, warranties or representations (whether written made by or oral) made on behalf of any Borrower or any of its Subsidiaries in or in connection with the this Agreement or any other Loan Documents; Document, (de) shall not have any duty to ascertain or to inquire either as to the performance, performance or observance or satisfaction of any of the terms, covenants covenant or conditions condition of this Agreement or any other Loan Document on Document, as to the part financial condition of any Loan Party or as to the existence at any time or possible existence of any Default under the Loan Documents or to inspect the property (including the books and records) Event of any Loan PartyDefault; (ef) shall not be responsible to any Lender Party or Issuer for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the attachment, perfection or priority of any lien or security interest Lien created or purported to be created under or in connection with, this Agreement, any other Loan Document or any other instrument or document furnished pursuant hereto or thereto; and (fg) shall incur no liability under or in respect of this Agreement or any other Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telegram, a telecopy or telex electronic mail) or other electronic communication) any telephone message believed by it to be genuine and signed or sent by the proper party or parties; and (g) shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable law, including for the avoidance of doubt, any action that may be in violation of the automatic stay under any Bankruptcy Law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Bankruptcy Law.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its 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 the any Loan DocumentsDocument, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative Agent: (ai) may treat the payee of any Note each Lender party hereto as the holder thereof a “Lender” hereunder and for all purposes hereof until the Administrative Agent receives and accepts an Accession Agreement Assignment and Assumption entered into by an Acceding Lender as provided in Section 2.17 or an Assignment and Acceptance entered into by the Lender that is the payee of such NoteLender, as assignor, and an Eligible Assigneeassignee, as assigneeprovided in Section 10.07; (bii) may consult with legal counsel (including counsel for any Loan Partythe Borrower(s)), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (ciii) makes no warranty or representation to any Lender Party and shall not be responsible to any Lender Party for the Information Memorandum or any other statements, warranties or representations (whether written or oral) made in or in connection with the any Loan DocumentsDocument; (div) shall not have any duty to ascertain or to inquire as to the performance, performance or observance or satisfaction of any of the terms, covenants or conditions of any Loan Document on the part of any Loan Party Borrower to be performed or the existence at any time of any Default under the Loan Documents observed, or to inspect the any property (including the books and records) of any Loan PartyBorrower; (ev) 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 or any other instrument or document furnished pursuant theretohereto; and (fvi) shall incur no liability under or in respect of any Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telegram, telecopy or telex or other electronic communicationfacsimile) believed by it to be genuine and signed or sent by the proper party or parties; and (g) shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable law, including for the avoidance of doubt, any action that may be in violation of the automatic stay under any Bankruptcy Law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Bankruptcy Law.

Administrative Agent’s Reliance, Etc. Neither None of the Administrative Agent nor Agent, any of its Affiliates or any of their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it it, him, her or them under or in connection with this Agreement or the other Loan Documents, except for its its, his, her or their own gross negligence or willful misconduct. Without limitation of the generality of limiting the foregoing, the Administrative Agent: Agent (a) may treat the payee of any Term Loan Note as its holder until such Term Loan Note has been assigned in accordance with Section 10.2, (b) may rely on the holder thereof until Register to the Administrative Agent receives and accepts an Accession Agreement entered into by an Acceding Lender as provided extent set forth in Section 2.17 or an Assignment and Acceptance entered into by the Lender that is the payee of such Note10.2(c), as assignor, and an Eligible Assignee, as assignee; (bc) may consult with legal counsel (including counsel for to the Administrative 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 in good faith by it in accordance with the advice of such counsel, accountants or experts; , (cd) 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 made by or oral) made on behalf of any Borrower or any of its Subsidiaries in or in connection with the this Agreement or any other Loan Documents; Document, (de) shall not have any duty to ascertain or to inquire either as to the performance, performance or observance or satisfaction of any of the terms, covenants covenant or conditions condition of this Agreement or any other Loan Document on Document, as to the part financial condition of any Loan Party or as to the existence at any time or possible existence of any Default under the Loan Documents or to inspect the property (including the books and records) Event of any Loan PartyDefault; (ef) shall not be responsible to any Lender Party for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the attachment, perfection or priority of any lien or security interest Lien created or purported to be created under or in connection with, this Agreement, any other Loan Document or any other instrument or document furnished pursuant hereto or thereto; and (fg) shall incur no liability under or in respect of this Agreement or any other Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telegram, a telecopy or telex electronic mail) or other electronic communication) any telephone message believed by it to be genuine and signed or sent by the proper party or parties; and (g) shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable law, including for the avoidance of doubt, any action that may be in violation of the automatic stay under any Bankruptcy Law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Bankruptcy Law.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees Related Parties shall be liable for any action taken or omitted to be taken by it or them as Administrative Agent under or in connection with this Agreement or any of the Loan other Transaction Documents, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of limiting the foregoing, the Administrative Agent: (a) may treat the payee of any Note as the holder thereof until the Administrative Agent receives and accepts an Accession Agreement entered into by an Acceding Lender as provided in Section 2.17 or an Assignment and Acceptance entered into by the Lender that is the payee of such Note, as assignor, and an Eligible Assignee, as assignee; (bi) may consult with legal counsel (including counsel for any Loan PartyFS/KKR Party with the consent of such counsel), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (cii) 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 by any other Person in or in connection with the Loan Documentsthis Agreement; (diii) shall not have any duty to ascertain or to inquire as to the performance, performance or observance or satisfaction of any of the terms, covenants or conditions of this Agreement or any Loan Document of the other Transaction Documents on the part of any Loan FS/KKR Party or the existence at any time of any Default under the Loan Documents or to inspect the property (including the books and records) of any Loan FS/KKR Party; (eiv) 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 withthis Agreement, any Loan Document of the other Transaction Documents or any other instrument or document furnished pursuant hereto or thereto; (fv) may rely upon and shall incur no liability under or in respect of this Agreement or any Loan Document of the other Transaction Documents by acting upon any noticenotice (including notice by telephone), consent, certificate or other instrument or writing (which may be by telegram, telecopy or telex or other electronic communicationfacsimile) believed by it to be genuine and signed or sent by the proper party or parties; , or upon any statement made to it orally or by telephone and (g) shall not believed by it to have been made by the proper Person. In determining compliance with any condition hereunder to the making of an Advance, that by its terms must be required fulfilled to take any action thatthe satisfaction of a Lender, in its opinion or the opinion of its counsel, may expose the Administrative Agent may presume that such condition is satisfactory to liability or that is such Lender unless the Administrative Agent shall have received notice to the contrary from such Lender prior to any Loan Document or applicable law, including for the avoidance making of doubt, any action that may be in violation of the automatic stay under any Bankruptcy Law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Bankruptcy Lawsuch Advance.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its 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 the Loan Documents, except for its or their own gross negligence or willful misconductmisconduct as determined by a final, non-appealable judicial order. Without limitation of the generality of the foregoing, the Administrative Agent: : (a) may treat the payee of any Note as the holder thereof until the Administrative Agent receives and accepts an Accession Agreement entered into by an Acceding Lender as provided in Section 2.17 or an Assignment and Acceptance entered into by the Lender that is the payee of such Note, as assignor, and an Eligible Assignee, as assignee; (b) may consult with legal counsel (including counsel for any Loan Party), independent public accountants and other experts selected by it it, and may rely on any opinion of counsel delivered under this Agreement, and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; experts or any such opinion; (cb) makes make 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 the Loan Documents; Documents by any other Person; (dc) shall not have any duty to ascertain or to inquire as to the performance, performance or observance or satisfaction of any of the terms, covenants or conditions of any Loan Document on the part of any Loan Party or the existence at any time of any Default under the Loan Documents or to inspect the property (including the books and records) of any Loan Party; ; (ed) 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 or any other instrument or document furnished pursuant thereto; hereto (fother than its own execution and delivery thereof) or the creation, attachment perfection or priority of any Lien purported to be created under or contemplated by any Loan Document; (e) shall incur no liability under or in respect of any Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telegram, telecopy telecopy, cable or telex or other electronic communicationtelex) believed by it to be genuine and signed or sent by the proper party or parties; and ; (f) shall have no liability or responsibility to any Loan Party for any failure on the part of any Lender to comply with any obligation to be performed by such Lender under this Agreement; (g) shall not be required deemed to take have knowledge or notice of the occurrence of any action thatDefault or Event of Default under this Agreement unless they have received notice from a Lender or Loan Party referring to this Agreement, in describing such Default or Event of Default and stating that such notice is a “Notice of Default”; (h) shall incur no liability as a result of any determination whether the transactions contemplated by the Loan Documents constitute a “highly leveraged transaction” within the meaning of the interpretations issued by the Comptroller of the Currency, the Federal Deposit Insurance Corporation and the Board of Governors of the Federal Reserve System; and (i) may act directly or through agents or attorneys on its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary behalf but shall not be responsible to any Loan Document or applicable law, including Lender for the avoidance of doubt, any action that may be in violation of the automatic stay under any Bankruptcy Law negligence or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation misconduct of any Bankruptcy Lawagents or attorneys selected by it with reasonable care.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its 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 the Loan Documentsthis Agreement, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative Agent: (a) may treat the payee of any Note as the holder thereof until the Administrative Agent receives and accepts an Accession Agreement entered into by an Acceding Lender as provided in Section 2.17 or an Assignment and Acceptance entered into by the Lender that is the payee of such Note, as assignor, and an Eligible Assignee, as assignee; (bi) may consult with legal counsel (including counsel for any Loan Partythe Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (cii) makes no warranty or representation to any Lender Party Bank and shall not be responsible to any Lender Party Bank for any statements, warranties or representations (whether written or oral) made in or in connection with the Loan Documentsthis Agreement; (diii) shall not have any duty to ascertain or to inquire as to the performance, performance or observance or satisfaction of any of the terms, covenants or conditions of any Loan Document this Agreement on the part of any Loan Party or the existence at any time of any Default under the Loan Documents Borrower or to inspect the property (including the books and records) of any Loan Partythe Borrower; (eiv) shall not be responsible to any Lender Party Bank 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 this Agreement or any other instrument or document furnished pursuant theretohereto; (fv) shall incur no liability under or in respect of any Loan Document this Agreement by acting upon any notice, consent, certificate or other instrument or writing (which may be including, without limitation, by telegram, telecopy or telex or other electronic communicationtelecopy) believed by it to be genuine and signed or sent by the proper party or parties; and (gvi) shall not be required subject to take any action thatfiduciary or other implied duties, in regardless of whether a Default has occurred and is continuing. In determining compliance with any condition hereunder to making of an Advance that by its opinion or terms must be fulfilled to the opinion satisfaction of its counsela Bank, may expose the Administrative Agent may presume that such condition is satisfactory to liability or that is such Bank unless the Administrative Agent shall have received notice to the contrary from such Bank prior to any Loan Document or applicable law, including for the avoidance making of doubt, any action that may be in violation of the automatic stay under any Bankruptcy Law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Bankruptcy Lawsuch Advance.

Administrative Agent’s Reliance, Etc. Neither None of the Administrative Agent nor Agent, any of its Affiliates or any of their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it it, him, her or them under or in connection with this Agreement or the other Loan Documents, except for its its, his, her or their own gross negligence or willful misconduct. Without limitation of the generality of limiting the foregoing, the Administrative Agent: Agent (a) may treat the payee of any Revolving Credit Note as its holder until such Revolving Credit Note has been assigned in accordance with Section 10.2 (Assignments and Participations), (b) may rely on the holder thereof until Register to the Administrative Agent receives and accepts an Accession Agreement entered into by an Acceding Lender as provided extent set forth in Section 2.17 or an Assignment and Acceptance entered into by the Lender that is the payee 2.6 (Evidence of such NoteDebt), as assignor, and an Eligible Assignee, as assignee; (bc) may consult with legal counsel (including counsel for to 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 in good faith by it in accordance with the advice of such counsel, accountants or experts; , (cd) makes no warranty or representation to any Lender Party or Issuer and shall not be responsible to any Lender Party or Issuer for any statements, warranties or representations (whether written made by or oral) made on behalf of the MLP, the Borrower or any of the Borrower’s Subsidiaries in or in connection with the this Agreement or any other Loan Documents; Document, (de) shall not have any duty to ascertain or to inquire either as to the performance, performance or observance or satisfaction of any term, covenant or condition of this Agreement or any other Loan Document, as to the terms, covenants or conditions of any Loan Document on the part financial condition of any Loan Party or as to the existence at any time or possible existence of any Default under the Loan Documents or to inspect the property Event of Default, (including the books and records) of any Loan Party; (ef) shall not be responsible to any Lender Party or Issuer for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the attachment, perfection or priority of any lien or security interest Lien created or purported to be created under or in connection with, this Agreement, any other Loan Document or any other instrument or document furnished pursuant thereto; hereto or thereto and (fg) shall incur no liability under or in respect of this Agreement or any other Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which writing may be by telegram, a telecopy or telex electronic mail) or other electronic communication) any telephone message believed by it to be genuine and signed or sent by the proper party or parties; and (g) shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable law, including for the avoidance of doubt, any action that may be in violation of the automatic stay under any Bankruptcy Law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Bankruptcy Law.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its 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 the Loan Documents, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative Agent: : (a) may treat the payee of Lender that made any Note Advance as the holder thereof of the Indebtedness resulting therefrom until the Administrative Agent receives and accepts an Accession Agreement entered into by an Acceding Lender as provided in Section 2.17 or an Assignment and Acceptance entered into by the Lender that is the payee of such NoteLender, as assignor, and an Eligible Assigneeassignee, as assignee; provided in Section 12.07; (b) may consult with legal counsel (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 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 the Loan Documents; ; (d) shall not have any duty to ascertain or to inquire as to the performance, performance or observance or satisfaction of any of the terms, covenants or conditions of any Loan Document on the part of any Loan Party or the existence at any time of any Default under the Loan Documents or to inspect the property (including the books and records) of any Loan Party; ; (e) 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 or any other instrument or document furnished pursuant thereto; ; (f) shall incur no liability under or in respect of any Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telegram, telecopy telecopy, cable or telex or other electronic communicationtelex) believed by it to be genuine and signed or sent by the proper party or parties; and and (g) shall not be required to take incur no liability as a result of any action that, in its opinion or determination whether the opinion of its counsel, may expose transactions contemplated by the Administrative Agent to liability or that is contrary to any Loan Document or applicable law, including for Documents constitute a "highly leveraged transaction" within the avoidance of doubt, any action that may be in violation meaning of the automatic stay under any Bankruptcy Law or that may effect a forfeitureinterpretations issued by the Comptroller of the Currency, modification or termination the Federal Deposit Insurance Corporation and the Board of property Governors of a Defaulting Lender in violation of any Bankruptcy Lawthe Federal Reserve System.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its 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 the Loan Documents, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative Agent: (a) may treat the payee of any Note as the holder thereof until the Administrative Agent receives and accepts an Accession Agreement entered into by an Acceding Lender as provided in Section 2.17 or an Assignment and Acceptance entered into by the Lender that is the payee of such Note, as assignor, and an Eligible Assignee, as assignee, as provided in Section 9.07; (b) may consult with legal counsel (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 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 the Loan Documents; (d) shall not have any duty to ascertain or to inquire as to the performance, performance or observance or satisfaction of any of the terms, covenants or conditions of any Loan Document on the part of any Loan Party or the existence at any time of any Default under the Loan Documents or to inspect the property (including the books and records) of any Loan Party; (e) 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 or any other instrument or document furnished pursuant thereto; and (f) shall incur no liability under or in respect of any Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telegram, telecopy telegram or telex or other electronic communicationtelecopy) believed by it to be genuine and signed or sent by the proper party or parties; and (g) shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable law, including for the avoidance of doubt, any action that may be in violation of the automatic stay under any Bankruptcy Law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Bankruptcy Law.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its 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 the any Loan DocumentsDocument, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative Agent: (ai) may treat the payee of any Note as the holder thereof until the Administrative Agent receives and accepts an Accession Agreement entered into by an Acceding a Lender as provided in Section 2.17 or an Assignment and Acceptance entered into by the Lender that which is the payee of such Note, as assignor, and an Eligible Assigneeassignee, as assigneeprovided in Section 10.07; (bii) may consult with legal counsel (including counsel for any Loan Partythe Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (ciii) 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 the any Loan DocumentsDocument; (div) shall not have any duty to ascertain or to inquire as to the performance, performance or observance or satisfaction of any of the terms, covenants or conditions of any Loan Document on the part of any Loan Party the Borrower to be performed or the existence at any time of any Default under the Loan Documents observed, or to inspect the any property (including the books and records) of any Loan Partythe Borrower; (ev) 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 or any other instrument or document furnished pursuant theretohereto; and (fvi) shall incur no liability under or in respect of any Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telegram, telecopy or telex or other electronic communicationfacsimile) believed by it to be genuine and signed or sent by the proper party or parties; and (g) shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable law, including for the avoidance of doubt, any action that may be in violation of the automatic stay under any Bankruptcy Law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Bankruptcy Law.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its 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 its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative Agent: (ai) may treat the payee of Lender that made any Note Advance as the holder thereof of the Indebtedness resulting therefrom until the Administrative Agent receives and accepts an Accession Agreement entered into by an Acceding Lender as provided in Section 2.17 or an Assignment and Acceptance entered into by the Lender that is the payee of such NoteLender, as assignor, and an Eligible Assignee, as assignee, as provided in Section 9.07; (bii) may consult with legal counsel (including counsel for any Loan Partythe Borrowers), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (ciii) makes no warranty or representation to any Lender Party or Issuing Lender and shall not be responsible to any Lender Party or Issuing Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or any of the other Loan Documents; (div) shall not have any duty to ascertain or to inquire as to the performance, observance or satisfaction of any of the terms, covenants or conditions of this Agreement or any of the other Loan Document Documents on the part of any Loan Party Borrower or the existence at any time of any Default under the Loan Documents or to inspect the property (including the books and records) of any Loan PartyBorrower; (ev) shall not be responsible to any Lender Party or Issuing Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, of this Agreement or any of the perfection or priority of any lien or security interest created or purported to be created under or in connection with, any other Loan Document Documents 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 any of the other Loan Document Documents by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopier or telegram, telecopy or telex or other electronic communication) believed by it to be genuine and signed or sent by the proper party or parties; and (g) shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable law, including for the avoidance of doubt, any action that may be in violation of the automatic stay under any Bankruptcy Law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Bankruptcy Law.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its 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 the any Loan DocumentsDocument, except for its or their own gross negligence or willful wilful misconduct. Without limitation of the generality of the foregoing, the Administrative Agent: (ai) may treat the payee of any Note as the holder thereof until the Administrative Agent receives and accepts an Accession Agreement entered into by an Acceding a Lender as provided in Section 2.17 or an Assignment and Acceptance entered into by the Lender that which is the payee of such Note, as assignor, and an Eligible Assigneeassignee, as assigneeprovided in Section 10.07; (bii) may consult with legal counsel (including counsel for any Loan Partythe Borrower(s)), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (ciii) makes no warranty or representation to any Lender Party and shall not be responsible to any Lender Party for the Information Memorandum or any other statements, warranties or representations (whether written or oral) made in or in connection with the any Loan DocumentsDocument; (div) shall not have any duty to ascertain or to inquire as to the performance, performance or observance or satisfaction of any of the terms, covenants or conditions of any Loan Document on the part of any Loan Party Borrower to be performed or the existence at any time of any Default under the Loan Documents observed, or to inspect the any property (including the books and records) of any Loan PartyBorrower; (ev) 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 or any other instrument or document furnished pursuant theretohereto; and (fvi) shall incur no liability under or in respect of any Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telegram, telecopy cable or telex or other electronic communicationtelex) believed by it to be genuine and signed or sent by the proper party or parties; and (g) shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable law, including for the avoidance of doubt, any action that may be in violation of the automatic stay under any Bankruptcy Law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Bankruptcy Law.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable to any Lender, any Fronting Bank or the Borrowers for any action taken or omitted to be taken by it or them under or in connection with the Loan Documentsthis Agreement, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative Agent: (ai) may treat each Lender listed in the payee of any Note Register as a “Lender” with a Commitment in the holder thereof amount recorded in the Register until the Administrative Agent receives and accepts an Accession Agreement entered into by an Acceding Lender as provided in Section 2.17 or an Assignment and Acceptance entered into by a Lender listed in the Lender that is the payee of such NoteRegister, as assignor, and an Eligible Assignee, as assignee, as provided in Section 8.08, at which time the Administrative Agent will make such recordations in the Register as are appropriate to reflect the assignment effected by such Assignment and Acceptance; (bii) may consult with legal counsel (including counsel for any Loan Partythe Borrowers), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (ciii) makes no warranty or representation to any Lender Party or any Fronting Bank and shall not be responsible to any Lender Party or any Fronting Bank for any statements, warranties or representations (whether written or oral) made in or in connection with the Loan Documents; (div) shall not have any duty to ascertain or to inquire as to the performance, performance or observance or satisfaction of any of the terms, covenants or conditions of any the Loan Document Documents on the part of any Loan Party or the existence at any time of any Default under the Loan Documents Borrowers or to inspect the property (including the books and records) of any Loan Partythe Borrowers; (ev) shall not be responsible to any Lender Party or any Fronting Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or of the perfection or priority of any lien or security interest created or purported to be created under or in connection with, any Loan Document Documents or any other instrument or document furnished pursuant thereto; and (fvi) shall incur no liability under or in respect of any Loan Document this Agreement by acting upon any notice, consent, certificate or other instrument or writing (which may be by telegramtelecopier, telecopy telegram or telex or other electronic communicationcable) believed by it in good faith to be genuine and signed or sent by the proper party or parties; and (g) shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable law, including for the avoidance of doubt, any action that may be in violation of the automatic stay under any Bankruptcy Law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Bankruptcy Law.

Administrative Agent’s Reliance, Etc. Neither Notwithstanding any other provisions of this Agreement or any other Loan Documents, neither the Administrative Agent nor any of its directors, officers, agents agents, employees or employees counsel shall be liable for any action taken or omitted to be taken by it or them under or in connection with the this Agreement or any other Loan DocumentsDocument, except for its or their own gross negligence or willful misconductmisconduct as determined by a court of competent jurisdiction in a final, non-appealable judgment. Without limitation of limiting the generality of the foregoing, the Administrative Agent: (a) may treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and accepts an Accession Agreement entered into by an Acceding Lender as provided in Section 2.17 or an Assignment and Acceptance entered into by form satisfactory to the Lender that is the payee of such Note, as assignor, and an Eligible Assignee, as assigneeAdministrative Agent; (b) may consult with legal counsel (including its own counsel or 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 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 or any other Person and shall not be responsible to any Lender Party or any other Person for any statements, warranties or representations (whether written or oral) made by any Person in or in connection with the this Agreement or any other Loan DocumentsDocument; (d) shall not have any duty to ascertain or to inquire as to the performance, performance or observance or satisfaction of any of the terms, covenants or conditions of any of this Agreement or any other Loan Document or the satisfaction of any conditions precedent under this Agreement or any Loan Document on the part of any Loan Party the Borrower or other Persons (except for the existence at any time delivery to it of any Default under the Loan Documents certificate or document specifically required to be delivered to it pursuant to Section 6.1) or inspect the property (including property, books or records of the books and records) of Borrower or any Loan Partyother Person; (e) shall not be responsible to any Lender Party for the due execution, legality, validity, enforceability, genuineness, sufficiency or value ofof this Agreement or any other Loan Document, any other instrument or document furnished pursuant thereto or any collateral covered thereby or the perfection or priority of any lien or security interest created or purported to be created under or Lien in connection with, favor of the Administrative Agent on behalf of the Lenders in any Loan Document or any other instrument or document furnished pursuant theretosuch collateral; and (f) shall incur no liability under or in respect of this Agreement or any other Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telegramtelephone, telecopy telecopy, or telex or other electronic communicationmail) believed by it to be genuine and signed signed, sent or sent given by the proper party or parties; and (g) shall not be required to take . The Administrative Agent may execute any action that, in its opinion or the opinion of its counselduties under the Loan Documents by or through agents, may expose employees or attorneys-in-fact. Unless set forth in writing to the contrary, the making of its initial Loan by a Lender shall constitute a certification by such Lender to the Administrative Agent to liability or and the other Lenders that is contrary to any the Borrower and other Loan Document or applicable law, including Parties have satisfied the conditions precedent for initial Loans set forth in Sections 6.1 and 6.2 that have not previously been waived by the avoidance of doubt, any action that may be in violation of the automatic stay under any Bankruptcy Law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Bankruptcy LawRequisite Lenders.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its 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 the Loan Documents, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative Agent: (a) in the case of the Administrative Agent, may treat the payee of any Note as the holder thereof until the Administrative Agent receives and accepts an Accession Agreement entered into by an Acceding Lender as provided in Section 2.17 or an Assignment and Acceptance entered into by the Lender that is the payee of such Note, as assignor, and an Eligible Assignee, as assignee, or, in the case of any other Agent, such Agent has received notice from the Administrative Agent that it has received and accepted such Assignment and Acceptance, as provided in Section 9.07; (b) may consult with legal counsel (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 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 the Loan Documents; (d) shall not have any duty to ascertain or to inquire as to the performance, observance or satisfaction of any of the terms, covenants or conditions of any Loan Document on the part of any Loan Party or the existence at any time of any Default under the Loan Documents or to inspect the property (including the books and records) of any Loan Party; (e) 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 or any other instrument or document furnished pursuant thereto; and (f) shall incur no liability under or in respect of any Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telegram, telecopy or telex or other electronic communication) believed by it to be genuine and signed or sent by the proper party or parties; and (g) shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable law, including for the avoidance of doubt, any action that may be in violation of the automatic stay under any Bankruptcy Law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Bankruptcy Law.

Administrative Agent’s Reliance, Etc. Neither None of the Administrative Agent nor Agent, any of its Affiliates or any of their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it it, him, her or them under or in connection with this Agreement or the other Loan Documents, except for its its, his, her or their own gross negligence or willful misconduct. Without limitation of the generality of limiting the foregoing, the Administrative Agent: Agent (a) may treat the payee of any Revolving Credit Note as its holder until such Revolving Credit Note has been assigned in accordance with Section 10.2, (b) may rely on the holder thereof until Register to the Administrative Agent receives and accepts an Accession Agreement entered into by an Acceding Lender as provided extent set forth in Section 2.17 or an Assignment and Acceptance entered into by the Lender that is the payee of such Note10.2(c), as assignor, and an Eligible Assignee, as assignee; (bc) may consult with legal counsel (including counsel for to 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 in good faith by it in accordance with the advice of such counsel, accountants or experts; , (cd) makes no warranty or representation to any Lender Party or Issuer and shall not be responsible to any Lender Party or Issuer for any statements, warranties or representations (whether written made by or oral) made on behalf of the Borrower or any of its Subsidiaries in or in connection with the this Agreement or any other Loan Documents; Document, (de) shall not have any duty to ascertain or to inquire either as to the performance, performance or observance or satisfaction of any of the terms, covenants covenant or conditions condition of this Agreement or any other Loan Document on Document, as to the part financial condition of any Loan Party or as to the existence at any time or possible existence of any Default under the Loan Documents or to inspect the property (including the books and records) Event of any Loan PartyDefault; (ef) shall not be responsible to any Lender Party or Issuer for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the attachment, perfection or priority of any lien or security interest Lien created or purported to be created under or in connection with, this Agreement, any other Loan Document or any other instrument or document furnished pursuant hereto or thereto; and (fg) shall incur no liability under or in respect of this Agreement or any other Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telegram, a telecopy or telex electronic mail) or other electronic communication) any telephone message believed by it to be genuine and signed or sent by the proper party or parties; and (g) shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable law, including for the avoidance of doubt, any action that may be in violation of the automatic stay under any Bankruptcy Law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Bankruptcy Law.

Administrative Agent’s Reliance, Etc. Neither None of the Administrative Agent nor Agent, any of its Affiliates or any of their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it it, him, her or them under or in connection with this Agreement or the other Loan Documents, except for its its, his, her or their own gross negligence or willful misconduct. Without limitation of the generality of limiting the foregoing, the Administrative Agent: Agent (a) may treat the payee of any Revolving Credit Note as its holder until such Revolving Credit Note has been assigned in accordance with Section 9.2 (Assignments and Participations), (b) may rely on the holder thereof until Register to the Administrative Agent receives and accepts an Accession Agreement entered into by an Acceding Lender as provided extent set forth in Section 2.17 or an Assignment and Acceptance entered into by the Lender that is the payee 2.7 (Evidence of such NoteDebt), as assignor, and an Eligible Assignee, as assignee; (bc) may consult with legal counsel (including counsel for to 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 in good faith by it in accordance with the advice of such counsel, accountants or experts; , (cd) makes no warranty or representation to any Lender Party or Issuer and shall not be responsible to any Lender Party or Issuer for any statements, warranties or representations (whether written made by or oral) made on behalf of the Borrower or any of its Subsidiaries in or in connection with the this Agreement or any other Loan Documents; Document, (de) shall not have any duty to ascertain or to inquire either as to the performance, performance or observance or satisfaction of any term, covenant or condition of this Agreement or any other Loan Document, as to the terms, covenants or conditions of any Loan Document on the part financial condition of any Loan Party or as to the existence at any time or possible existence of any Default under the Loan Documents or to inspect the property Event of Default, (including the books and records) of any Loan Party; (ef) shall not be responsible to any Lender Party or Issuer for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the attachment, perfection or priority of any lien or security interest Lien created or purported to be created under or in connection with, this Agreement, any other Loan Document or any other instrument or document furnished pursuant thereto; hereto or thereto and (fg) shall incur no liability under or in respect of this Agreement or any other Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which writing may be by telegram, a telecopy or telex electronic mail) or other electronic communication) any telephone message believed by it to be genuine and signed or sent by the proper party or parties; and (g) shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable law, including for the avoidance of doubt, any action that may be in violation of the automatic stay under any Bankruptcy Law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Bankruptcy Law.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its 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 the Loan Documentsthis Agreement, except for its or their own gross negligence or willful misconduct. Without limitation of limiting the generality of the foregoing, the Administrative Agent: (ai) may treat the payee of any Note as the holder thereof until the Administrative Agent receives and accepts an Accession Agreement entered into by an Acceding Lender as provided in Section 2.17 or an Assignment and Acceptance entered into by the Lender Bank that is the payee of such Note, as assignor, and an Eligible Assignee, as assignee, as provided in Section 9.07; (bii) may consult with legal counsel (including counsel for any Loan PartyBorrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (ciii) makes no warranty or representation to any Lender Party Bank and shall not be responsible to any Lender Party Bank for any statements, warranties or representations (whether written or oral) made in or in connection with the Loan Documentsthis Agreement; (div) shall not have any duty to ascertain or to inquire as to the performance, performance or observance or satisfaction of any of the terms, covenants or conditions of any Loan Document this Agreement on the part of any Loan Party or the existence at any time of any Default under the Loan Documents Borrower or to inspect the property (including the books and records) of any Loan PartyBorrower; (ev) shall not be responsible to any Lender Party Bank 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 this Agreement or any other instrument or document furnished pursuant theretohereto; (fvi) shall not have any duty to ascertain, inquire into or verify the financial condition of the Company or any of its Subsidiaries; (vii) shall have no duty to disclose to the Banks information that is not required to be furnished by the Company to the Administrative Agent at such time, but is voluntarily furnished by the Company to the Administrative Agent (either in its capacity as Administrative Agent or in its individual capacity); and (viii) shall incur no liability under or in respect of any Loan Document this Agreement by acting upon any notice, consent, certificate or other instrument or writing (which may be by telegram, telecopy or telex or other electronic communication) believed by it to be genuine and signed or sent by the proper party or parties; and (g) . The Administrative Agent shall not be required entitled to take any action that, in its opinion or advice of counsel concerning the opinion of its counsel, may expose contractual arrangement between the Administrative Agent and the Banks and all matters pertaining to liability or that is contrary to any Loan Document or applicable law, including for the avoidance of doubt, any action that may be in violation of the automatic stay under any Bankruptcy Law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Bankruptcy LawAdministrative Agent's duties hereunder.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its Affiliates or any of the respective directors, officers, agents or employees of the Administrative Agent or any such Affiliate shall be liable for any action taken or omitted to be taken by it it, him, her or them under or in connection with this Agreement, the other Loan DocumentsDocuments or the Mexican Intercreditor Agreement, except for its its, his, her or their own gross negligence or willful misconduct. Without limitation of the generality of limiting the foregoing, the Administrative Agent: Agent (a) may treat the payee of any Note as the its holder thereof until the Administrative Agent receives and accepts an Accession Agreement entered into by an Acceding Lender as provided such Note has been assigned in accordance with Section 2.17 or an Assignment and Acceptance entered into by the Lender that is the payee of such Note, as assignor, and an Eligible Assignee, as assignee9.2; (b) may rely on the Register to the extent set forth in Section 9.2(c); (c) may consult with legal counsel (including counsel for to the Borrowers 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 in good faith by it in accordance with the advice of such counsel, accountants or experts; (cd) makes no warranty or representation to any Lender Party or Issuer and shall not be responsible to any Lender Party or Issuer for any statements, warranties or representations (whether written made by or oral) made on behalf of the Company or any of its Subsidiaries in or in connection with this Agreement or any of the other Loan Documents; (de) shall not have any duty to ascertain or to inquire either as to the performance, performance or observance or satisfaction of any of the terms, covenants or conditions of this Agreement or any Loan Document on of the part of any Loan Party or the existence at any time of any Default under the other Loan Documents or to inspect the property (including the books and records) financial condition of any Loan Party, or the existence or possible existence of any Default or Event of Default; (ef) shall not be responsible to any Lender Party or Issuer for the due execution, legality, validity, enforceability, genuineness, sufficiency or value ofof this Agreement, any of the other Loan Documents 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 Mexican Intercreditor Agreement or any other instrument or document furnished pursuant hereto or thereto; and (fg) shall incur no liability under or in respect of this Agreement, any of the other Loan Document Documents or the Mexican Intercreditor Agreement by acting upon any notice, consent, certificate or other instrument or writing (which may be by telegram, telecopy telecopy) or telex or other electronic communication) any telephone message believed by it to be genuine and signed or sent by the proper party or parties; and (g) shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable law, including for the avoidance of doubt, any action that may be in violation of the automatic stay under any Bankruptcy Law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Bankruptcy Law.

Administrative Agent’s Reliance, Etc. Neither None of the Administrative Agent nor Agent, any of its Affiliates or any of their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it it, him, her or them under or in connection with this Agreement or the Loan Documentsother Financing Agreements, except for its its, his, her or their own gross negligence or willful misconduct. Without limitation of the generality of limiting the foregoing, the Administrative Agent: Agent (a) may treat the payee of any Revolving Credit Note as its holder until such Revolving Credit Note has been assigned in accordance with Section 11.2 (Assignments and Participations), (b) may rely on the holder thereof until Register to the Administrative Agent receives and accepts an Accession Agreement entered into by an Acceding Lender as provided extent set forth in Section 2.17 or an Assignment 11.2(d) (Assignments and Acceptance entered into by the Lender that is the payee of such NoteParticipations), as assignor, and an Eligible Assignee, as assignee; (bc) may consult with legal counsel (including counsel for any to the Loan PartyParties), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; , (cd) makes no warranty or representation to any Lender Party or Issuer and shall not be responsible to any Lender Party or Issuer for any statements, warranties or representations (whether written made by or oral) made on behalf of any Loan Party or any of its Subsidiaries in or in connection with the Loan Documents; this Agreement or any other Financing Agreement, (de) shall not have any duty to ascertain or to inquire either as to the performance, performance or observance or satisfaction of any term, covenant or condition of this Agreement or any other Financing Agreement, as to the terms, covenants or conditions of any Loan Document on the part financial condition of any Loan Party or as to the existence at any time or possible existence of any Default under the Loan Documents or to inspect the property Event of Default, (including the books and records) of any Loan Party; (ef) shall not be responsible to any Lender Party or Issuer for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the attachment, perfection or priority of any lien or security interest Lien created or purported to be created under or in connection with, this Agreement, any Loan Document other Financing Agreement or any other instrument or document furnished pursuant thereto; hereto or thereto and (fg) shall incur no liability under or in respect of this Agreement or any Loan Document other Financing Agreement by acting upon any notice, consent, certificate or other instrument or writing (which writing may be by telegram, a telecopy or telex electronic mail) or other electronic communication) any telephone message believed by it to be genuine and signed or sent by the proper party or parties; and (g) shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable law, including for the avoidance of doubt, any action that may be in violation of the automatic stay under any Bankruptcy Law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Bankruptcy Law.

Administrative Agent’s Reliance, Etc. Neither the The Administrative Agent nor any of and its 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 the Loan DocumentsRelated Documents (including, without limitation, the servicing, administering or collecting Receivables as Servicer pursuant to Section 8.1), except for its or their own gross negligence (or negligence solely with respect to making notations on the grids attached to the Notes or in the records of the Administrative Agent) or willful misconduct. Without limitation of limiting the generality of the foregoing, the Administrative Agent: (a) may treat the payee of any Note as the holder thereof until the Administrative Agent receives and accepts an Accession Agreement entered into by an Acceding Lender as provided in Section 2.17 or an Assignment and Acceptance entered into by the Lender that is the payee of such Note, as assignor, and an Eligible Assignee, as assignee; (b) may consult with legal counsel (including counsel for any Loan PartyBorrower), independent certified public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (cb) makes no warranty or representation to the Lender, the Parallel Lenders, the Surety Provider or any Lender Party other holder of any interest in Receivables and shall not be responsible to the Lender, the Parallel Lenders or any Lender Party such other holder for any statements, warranties or representations (whether written or oral) made by any Borrower Party in or in connection with the Loan Documentsany Related Document; (dc) shall not have any duty to ascertain or to inquire as to the performance, performance or observance or satisfaction of any of the terms, covenants or conditions of any Loan Related Document on the part of any Loan Borrower Party or the existence at any time of any Default under the Loan Documents or to inspect the property (including the books and records) of any Loan Borrower Party; (ed) shall not be responsible to the Lender, the Parallel Lenders, the Surety Provider or any Lender Party other holder of any interest in Receivables 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 or any other instrument or document furnished pursuant theretoRelated Document; and (fe) shall incur no liability under or in respect of any Loan Document this Agreement by acting upon any noticenotice (including notice by telephone), consent, certificate or other instrument or writing (which may be by telegram, telecopy facsimile or telex or other electronic communicationtelex) believed by it to be genuine and signed or sent by the proper party or parties; and (g) shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable law, including for the avoidance of doubt, any action that may be in violation of the automatic stay under any Bankruptcy Law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Bankruptcy Law.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its 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 the Loan Documents, except that nothing in this sentence shall absolve the Administrative Agent for its or their own any liability found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from the Administrative Agent’s gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative Agent: (a) may treat each Lender and its applicable interest in each Advance set forth in the payee of any Note Register as the holder thereof conclusive until the Administrative Agent receives and accepts an a Lender Accession Agreement entered into by an Acceding Lender as provided in Section 2.16 or 2.17 or an Assignment and Acceptance entered into by the Lender that is the payee of such Notea Lender, as assignor, and an Eligible Assignee, as assignee, as provided in Section 9.07; (b) may consult with legal counsel (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 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 the Loan Documents; (d) shall not have any duty to ascertain or to inquire as to the performance, observance or satisfaction of any of the terms, covenants or conditions of any Loan Document on the part of any Loan Party or the existence at any time of any Default under the Loan Documents or to inspect the property (including the books and records) of any Loan Party; (e) 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 or any other instrument or document furnished pursuant thereto; (f) shall incur no liability under or in respect of any Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telex, telegram, telecopy or telex facsimile, e-mail or other electronic communication) believed by it to be genuine and signed or sent by the proper party or parties; and , (g) shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable lawlaw or regulations, including for the avoidance of doubt, any action that may be in violation of the automatic stay under any Bankruptcy Law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Bankruptcy Law, (h) may act in relation to the Loan Documents through its Affiliates, officers, agents and employees, and (i) shall not be subject to any fiduciary or other implied duties in favor of any Lender or Loan Party, regardless of whether a Default has occurred and is continuing. Without limiting the foregoing, nothing in this Agreement shall constitute the Administrative Agent nor any Arranger as a trustee or fiduciary of any Person, and neither the Administrative Agent nor any Arranger shall be bound to account to the Lenders for any sum or the profit element of any sum received by it for its own account. The Administrative Agent shall not be responsible for the acts or omissions of its delegates or agents or for supervising them; provided, however, that nothing in this sentence shall absolve the Administrative Agent for any liability found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from the Administrative Agent’s gross negligence or willful misconduct. The Borrowers shall not commence any proceeding against any of the Administrative Agent’s directors, officers or employees with respect to the Administrative Agent’s acts or omissions relating to the Facility or the Loan Documents.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent ------------------------------------ nor any director, officer, agent or employee of its directors, officers, agents or employees either Administrative Agent shall be liable to any Bank for any action taken or omitted to be taken by it or them under or in connection with the any Loan DocumentsDocument, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the each Administrative Agent: (a) may treat the payee of any Note as the holder thereof until the such Administrative Agent receives and accepts an Accession Agreement entered into by an Acceding Lender as provided in Section 2.17 or an Assignment and Acceptance entered into by the Lender that Bank which is the payee of such Note, as assignor, and an Eligible Assignee, as assignee, as provided in Section 9.08; (b) may consult with legal counsel (including counsel for any Loan Party)counsel, independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (c) makes no warranty or representation to any Lender Party Bank and shall not be responsible to any Lender Party Bank for any statements, warranties or representations (whether written or oral) made in or in connection with any of the Loan DocumentsDocuments or any other instrument or document; (d) shall not have any duty to any Bank to ascertain or to inquire as to the performance, performance or observance or satisfaction of any of the terms, covenants or conditions of any of Loan Document Documents or any other instrument or document on the part of either Borrower or any Loan Party or the existence at any time Subsidiary of any Default under the Loan Documents either Borrower or to inspect the property (including the books and records) of either Borrower or any Loan PartySubsidiary of either Borrower; (e) shall not be responsible to any Lender Party Bank 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 of the Loan Document Documents or any other instrument or document furnished pursuant theretodocument; and (f) shall incur no liability to any Bank under or in respect of any of Loan Document Documents or any other instrument or document by acting upon any notice (including telephonic notice), consent, certificate or other instrument or writing (which may be by telegramtelecopier, telecopy telegram or telex or other electronic communicationtelex) believed by it to be genuine and signed signed, given or sent by the proper party or parties; and (g) shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable law, including for the avoidance of doubt, any action that may be in violation of the automatic stay under any Bankruptcy Law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Bankruptcy Law.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them as Administrative Agent under or in connection with this Agreement or any of the Loan other Transaction Documents, except except, subject to Section 9.01(b), for its or their own gross negligence or willful misconductmisconduct (each as determined in a final non-appealable judgment by a court of competent jurisdiction). Each Lender hereby waives any and all claims against the Administrative Agent or any of its Investment Affiliates for any action taken or omitted to be taken by the Administrative Agent or any of its Investment Affiliates under or in connection with this Agreement or any of the other Transaction Documents, except, subject to Section 9.01(b), for its or their own gross negligence or willful misconduct (each as determined in a final non-appealable judgment by a court of competent jurisdiction). Without limitation of the generality of limiting the foregoing, the Administrative Agent: (a) may treat the payee of any Note as the holder thereof until the Administrative Agent receives and accepts an Accession Agreement entered into by an Acceding Lender as provided in Section 2.17 or an Assignment and Acceptance entered into by the Lender that is the payee of such Note, as assignor, and an Eligible Assignee, as assignee; (bi) may consult with legal counsel (including counsel for any Loan Partythe Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (cii) 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 the Loan Documentsthis Agreement; (diii) shall not have any duty to ascertain or to inquire as to the performance, performance or observance or satisfaction of any of the terms, covenants or conditions of this Agreement or any Loan Document of the other Transaction Documents on the part of any Loan Party the Borrower or the existence at any time of any Default under the Loan Documents Servicer or to inspect the property (including the books and records) of any Loan Partythe Borrower or the Servicer; (eiv) 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 withthis Agreement, any Loan Document of the other Transaction Documents or any other instrument or document furnished pursuant hereto or thereto; (fv) shall incur no liability under or in respect of this Agreement or any Loan Document of the other Transaction Documents by acting upon any noticenotice (including notice by telephone), consent, certificate or other instrument or writing (which may be by telegram, telecopy or telex or other electronic communicationemail) believed by it to be genuine and signed or sent by the proper party or parties; and (gvi) shall not be required responsible for or have any duty to take ascertain or inquire into the contents of any action thatcertificate, report or other document delivered thereunder or in its opinion or the opinion of its counselconnection therewith; and (vii) shall be entitled to rely upon, may expose the Administrative Agent to and shall not incur any liability or that is contrary to any Loan Document or applicable law, including for the avoidance of doubtrelying upon, any action that may notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be in violation of genuine and to have been signed or sent by the automatic stay under any Bankruptcy Law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Bankruptcy Lawproper Person.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its 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 the Loan Documentsthis Agreement, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative Agent: (ai) may treat the payee of Lender that made any Note Advance as the holder thereof of the Debt resulting therefrom until the Administrative Agent receives and accepts an Accession 42 Assumption Agreement entered into by an Acceding Assuming Lender as provided in Section 2.17 and 2.18 or an Assignment and Acceptance entered into by the Lender that is the payee of such NoteLender, as assignor, and an Eligible Assignee, as assigneeassignee as provided in Section 8.07; (bii) may consult with legal counsel (including counsel for any Loan Partythe Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (ciii) 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 the Loan Documentsthis Agreement; (div) shall not have any duty to ascertain or to inquire as to the performance, performance or observance or satisfaction of any of the terms, covenants or conditions of any Loan Document this Agreement on the part of any Loan Party or the existence at any time of any Default under the Loan Documents Borrower or to inspect the property (including the books and records) of any Loan Partythe Borrower; (ev) 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 this Agreement or any other instrument or document furnished pursuant theretohereto; and (fvi) shall incur no liability under or in respect of any Loan Document this Agreement by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopier, telegram, telecopy cable or telex or other electronic communicationtelex) believed by it to be genuine and signed or sent by the proper party or parties; and (g) shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable law, including for the avoidance of doubt, any action that may be in violation of the automatic stay under any Bankruptcy Law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Bankruptcy Law.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its 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 the Loan Documents, except that nothing in this sentence shall absolve the Administrative Agent for its or their own any liability found in a final, non‑appealable judgment by a court of competent jurisdiction to have resulted from the Administrative Agent’s gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative Agent: (a) may treat each Lender Party and its applicable interest in each Advance set forth in the payee of any Note Register as the holder thereof conclusive until the Administrative Agent receives and accepts an a Lender Accession Agreement entered into by an Acceding Lender as provided in Section 2.17 2.18 or an Assignment and Acceptance entered into by the Lender that is the payee of such Notea Lender, as assignor, and an Eligible Assignee, as assignee, as provided in Section 9.07; (b) may consult with legal counsel (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 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 the Loan Documents; (d) shall not have any duty to ascertain or to inquire as to the performance, observance or satisfaction of any of the terms, covenants or conditions of any Loan Document on the part of any Loan Party or the existence at any time of any Default under the Loan Documents Digital Realty – Yen Credit Agreement or to inspect the property (including the books and records) of any Loan Party; (e) 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 or any other instrument or document furnished pursuant thereto; (f) shall incur no liability under or in respect of any Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telegramfacsimile, telecopy or telex e‑mail or other electronic communication) believed by it to be genuine and signed or sent by the proper party or parties; and (g) shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable lawlaw or regulations, including for the avoidance of doubt, any action that may be in violation of the automatic stay under any Bankruptcy Law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Bankruptcy Law; (h) may act in relation to the Loan Documents through its Affiliates, officers, agents and employees; and (i) shall not be subject to any fiduciary or other implied duties in favor of any Lender Party or Loan Party, regardless of whether a Default has occurred and is continuing. Without limiting the foregoing, nothing in this Agreement shall constitute the Administrative Agent or the Arrangers as a trustee or fiduciary of any Person, and neither the Administrative Agent nor the Arrangers shall be bound to account to the Lenders for any sum or the profit element of any sum received by it for its own account. The Administrative Agent shall not be responsible for the acts or omissions of its delegates or agents or for supervising them; provided, however, that nothing in this sentence shall absolve the Administrative Agent for any liability found in a final, non‑appealable judgment by a court of competent jurisdiction to have resulted from the Administrative Agent’s gross negligence or willful misconduct. The Borrowers shall not commence any proceeding against any of the Administrative Agent’s directors, officers or employees with respect to the Administrative Agent’s acts or omissions relating to the Facility or the Loan Documents.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them as Administrative Agent under or in connection with this Agreement or any of the Loan other Transaction Documents, except except, subject to Section 9.01(b), for its or their own gross negligence or willful misconductmisconduct (each as determined in a final non-appealable judgment by a court of competent jurisdiction). Each Lender hereby waives any and all claims against the Administrative Agent or any of its Investment Affiliates for any action taken or omitted to be taken by the Administrative Agent or any of its Investment Affiliates under or in connection with this Agreement or any of the other Transaction Documents, except, subject to Section 9.01(b), for its or their own gross negligence or willful misconduct (each as determined in a final non-appealable judgment by a court of competent jurisdiction). Without limitation of the generality of limiting the foregoing, the Administrative Agent: (a) may treat the payee of any Note as the holder thereof until the Administrative Agent receives and accepts an Accession Agreement entered into by an Acceding Lender as provided in Section 2.17 or an Assignment and Acceptance entered into by the Lender that is the payee of such Note, as assignor, and an Eligible Assignee, as assignee; (bi) may consult with legal counsel (including counsel for any Loan Partythe Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (cii) 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 the Loan Documentsthis Agreement; (diii) shall not have any duty to ascertain or to inquire as to the performance, performance or observance or satisfaction of any of the terms, covenants or conditions of this Agreement or any Loan Document of the other Transaction Documents on the part of any Loan Party the Borrower or the existence at any time of any Default under the Loan Documents Servicer or to inspect the property (including the books and records) of any Loan Partythe Borrower or the Servicer; (eiv) 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 withthis Agreement, any Loan Document of the other Transaction Documents or any other instrument or document furnished pursuant hereto or thereto; (fv) shall incur no liability under or in respect of this Agreement or any Loan Document of the other Transaction Documents by acting upon any noticenotice (including notice by telephone), consent, certificate or other instrument or writing (which may be by telegram, telecopy or telex or other electronic communicationemail) believed by it to be genuine and signed or sent by the proper party or parties; and (gvi) shall not be required responsible for or have any duty to take ascertain or inquire into the contents of any action thatcertificate, report or other document delivered thereunder or in its opinion connection therewith; and (vii) shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper Person. The Administrative Agent may deem and treat the payee of any portion of any Advance and the I/O Notional Loan as the owner thereof for all purposes unless such Advance or the opinion of its counselI/O Notional Loan, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable lawas applicable, including for the avoidance of doubt, any action that may be shall have been transferred in violation of the automatic stay under any Bankruptcy Law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender accordance with this Agreement and all actions required by such section in violation of any Bankruptcy Lawconnection with such transfer shall have been taken.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them as Administrative Agent under or in connection with this Agreement or any of the Loan other Transaction Documents, except except, subject to Section 8.01(b), for its or their own gross negligence or willful misconductmisconduct (each as determined in a final, non-appealable judgment by a court of competent jurisdiction). Each Secured Party hereby waives any and all claims against the Administrative Agent or any of its Affiliates for any action taken or omitted to be taken by the Administrative Agent or any of its Affiliates under or in connection with this Agreement or any of the other Transaction Documents, except, subject to Section 8.01(b), for its or their own gross negligence or willful misconduct (each as determined in a final, non-appealable judgment by a court of competent jurisdiction). Without limitation of the generality of limiting the foregoing, the Administrative Agent: (a) may treat the payee of any Note as the holder thereof until the Administrative Agent receives and accepts an Accession Agreement entered into by an Acceding Lender as provided in Section 2.17 or an Assignment and Acceptance entered into by the Lender that is the payee of such Note, as assignor, and an Eligible Assignee, as assignee; (bi) may consult with legal counsel (including counsel for any Loan Partythe Borrower or the Transferor), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (cii) 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 the Loan Documentsthis Agreement; (diii) shall not have any duty to ascertain or to inquire as to the performance, performance or observance or satisfaction of any of the terms, covenants or conditions of this Agreement or any Loan Document of the other Transaction Documents on the part of any Loan Party the Borrower, the Transferor, or the existence at any time of any Default under the Loan Documents Portfolio Manager or to inspect the property (including the books and records) of any Loan Partythe Borrower, the Transferor, or the Portfolio Manager; (eiv) 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 withthis Agreement, any Loan Document of the other Transaction Documents or any other instrument or document furnished pursuant hereto or thereto; (fv) shall incur no liability under or in respect of this Agreement or any Loan Document of the other Transaction Documents by acting upon any noticenotice (including notice by telephone), consent, certificate or other instrument or writing (which may be by telegram, telecopy or telex or other electronic communicationemail) believed by it to be genuine and signed or sent by the proper party or parties; and (gvi) shall not be required responsible for or have any duty to take ascertain or inquire into the contents of any action thatcertificate, report or other document delivered thereunder or in its opinion or the opinion of its counselconnection therewith; and (vii) shall be entitled to rely upon, may expose the Administrative Agent to and shall not incur any liability or that is contrary to any Loan Document or applicable law, including for the avoidance of doubtrelying upon, any action that may notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be in violation of genuine and to have been signed or sent by the automatic stay under any Bankruptcy Law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Bankruptcy Lawproper Person.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them as Administrative Agent under or in connection with this Agreement or any of the Loan other Transaction Documents, except for, solely with respect to the Borrower, its or their own gross negligence or willful misconduct. Each Lender, Lender Agent and each Secured Party hereby waives any and all claims against the Administrative Agent or any of its Affiliates for any action taken or omitted to be taken by the Administrative Agent or any of its Affiliates under or in connection with this Agreement or any of the other Transaction Documents, except for, solely with respect to the Borrower, its or their own gross negligence or willful misconduct. Without limitation of the generality of limiting the foregoing, the Administrative Agent: (a) may treat the payee of any Note as the holder thereof until the Administrative Agent receives and accepts an Accession Agreement entered into by an Acceding Lender as provided in Section 2.17 or an Assignment and Acceptance entered into by the Lender that is the payee of such Note, as assignor, and an Eligible Assignee, as assignee; (bi) may consult with legal counsel (including counsel for any Loan Partythe Borrower and the Seller), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (cii) 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 the Loan Documentsthis Agreement; (diii) shall not have any duty to ascertain or to inquire as to the performance, performance or observance or satisfaction of any of the terms, covenants or conditions of this Agreement or any Loan Document of the other Transaction Documents on the part of any Loan Borrower Party or the existence at any time of any Default under the Loan Documents or to inspect the property (including the books and records) of any Loan Partythe Borrower or the Borrower Advisors; (eiv) 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 withthis Agreement, any Loan Document of the other Transaction Documents 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 any Loan Document of the other Transaction Documents by acting upon any noticenotice (including notice by telephone), consent, certificate or other instrument or writing (which may be by telegram, telecopy or telex or other electronic communicationfacsimile) believed by it to be genuine and signed or sent by the proper party or parties; and (g) shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable law, including for the avoidance of doubt, any action that may be in violation of the automatic stay under any Bankruptcy Law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Bankruptcy Law.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its 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 its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative Agent: (ai) may treat the payee of Lender that made any Note Advance as the holder thereof of the Indebtedness resulting therefrom until the Administrative Agent receives and accepts an Accession Agreement entered into by an Acceding Lender as provided in Section 2.17 or an Assignment and Acceptance entered into by the Lender that is the payee of such NoteLender, as assignor, and an Eligible Assignee, as assignee, as provided in Section 9.07; (bii) may consult with legal counsel (including counsel for any Loan Partythe Borrowers), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (ciii) 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 any of the other Loan Documents; (div) shall not have any duty to ascertain or to inquire as to the performance, observance or satisfaction of any of the terms, covenants or conditions of this Agreement or any of the other Loan Document Documents on the part of any Loan Party Borrower or the existence at any time of any Default under the Loan Documents or to inspect the property (including the books and records) of any Loan PartyBorrower; (ev) shall not be responsible to any Lender Party for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, of this Agreement or any of the perfection or priority of any lien or security interest created or purported to be created under or in connection with, any other Loan Document Documents 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 any of the other Loan Document Documents by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopier or telegram, telecopy or telex or other electronic communication) believed by it to be genuine and signed or sent by the proper party or parties; and (g) shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable law, including for the avoidance of doubt, any action that may be in violation of the automatic stay under any Bankruptcy Law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Bankruptcy Law.

Administrative Agent’s Reliance, Etc. Neither None of the Administrative Agent nor any of its 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 the Loan Documentsthis Agreement, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative Agent: (ai) may treat the payee of any Note as the holder thereof until the Administrative Agent receives and accepts an Accession Agreement entered into by an Acceding Lender as provided in Section 2.17 or an Assignment and Acceptance entered into by the Lender that which is the payee of such Note, as assignor, and an Eligible Assignee, as assignee, as provided in Section 8.07; (bii) may consult with legal counsel (including counsel for any Loan Partythe Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (ciii) 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 any Loan Document or for any financial projection Credit Agreement or other information furnished by the Loan DocumentsBorrower before or after the execution of this Agreement; (div) shall not have any duty to ascertain or to inquire as to the performance, performance or observance or satisfaction of any of the terms, covenants or conditions of any Loan Document on the part of the Borrower or any Loan Party or the existence at any time of any Default under the Loan Documents other Person or to inspect the property (including the books and records) of any Loan Partythe Borrower; (ev) 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, with any Loan Document or any other instrument or document furnished pursuant theretohereto; and (fvi) shall incur no liability under or in respect of any Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopier, telegram, telecopy cable or telex or other electronic communicationtelex) believed by it to be genuine and signed or sent by the proper party or parties; and (g) shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable law, including for the avoidance of doubt, any action that may be in violation of the automatic stay under any Bankruptcy Law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Bankruptcy Law.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its Affiliates or any of the respective directors, officers, agents or employees of the Administrative Agent or any such Affiliate shall be liable for any action taken or omitted to be taken by it it, him, her or them under or in connection with this Agreement or the other Loan Documents, except for its its, his, her or their own gross negligence or willful misconduct. Without limitation of the generality of limiting the foregoing, the Administrative Agent: Agent (a) may treat the payee of any Note as the its holder thereof until the Administrative Agent receives and accepts an Accession Agreement entered into by an Acceding Lender as provided such Note has been assigned in accordance with Section 2.17 or an Assignment and Acceptance entered into by the Lender that is the payee of such Note, as assignor, and an Eligible Assignee, as assignee11.2; (b) may rely on the Register to the extent set forth in Section 11.2(c); (c) may consult with legal counsel (including counsel for to 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 in good faith by it in accordance with the advice of such counsel, accountants or experts; (cd) makes no warranty or representation to any Lender Party or Issuer and shall not be responsible to any Lender Party or Issuer for any statements, warranties or representations (whether written made by or oral) made on behalf of TNCLP or any of its Subsidiaries in or in connection with this Agreement or any of the other Loan Documents; (de) shall not have any duty to ascertain or to inquire either as to the performance, performance or observance or satisfaction of any of the terms, covenants or conditions of this Agreement or any Loan Document on of the part of any Loan Party or the existence at any time of any Default under the other Loan Documents or to inspect the property (including the books and records) financial condition of any Loan Party, or the existence or possible existence of any Default or Event of Default; (ef) shall not be responsible to any Lender Party or Issuer for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, of this Agreement or any of the perfection or priority of any lien or security interest created or purported to be created under or in connection with, any other Loan Document Documents or any other instrument or document furnished pursuant hereto or thereto; and (fg) shall incur no liability under or in respect of this Agreement or any of the other Loan Document Documents by acting upon any notice, consent, certificate or other instrument or writing (which may be by telegram, telecopy telecopy) or telex or other electronic communication) any telephone message believed by it to be genuine and signed or sent by the proper party or parties; and (g) shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable law, including for the avoidance of doubt, any action that may be in violation of the automatic stay under any Bankruptcy Law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Bankruptcy Law.

Administrative Agent’s Reliance, Etc. Neither None of the Administrative Agent nor Agent, any of its Affiliates or any of their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it it, him, her or them under or in connection with this Agreement or the other Loan Documents, except for its its, his, her or their own gross negligence or willful misconduct. Without limitation of the generality of limiting the foregoing, the Administrative Agent: Agent (a) may treat the payee of any Note as its holder until such Note has been assigned in accordance with Section 11.2(e) (Assignments and Participations), (b) may rely on the holder thereof until Register to the Administrative Agent receives and accepts an Accession Agreement entered into by an Acceding Lender as provided extent set forth in Section 2.17 or an Assignment and Acceptance entered into by the Lender that is the payee 2.6 (Evidence of such NoteDebt), as assignor, and an Eligible Assignee, as assignee; (bc) may consult with legal counsel (including counsel for to 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 in good faith by it in accordance with the advice of such counsel, accountants or experts; , (cd) 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 made by or oral) made on behalf of the Borrower or any of its Subsidiaries in or in connection with the this Agreement or any other Loan Documents; Document, (de) shall not have any duty to ascertain or to inquire either as to the performance, performance or observance or satisfaction of any term, covenant or condition of this Agreement or any other Loan Document, as to the terms, covenants or conditions of any Loan Document on the part financial condition of any Loan Party or as to the existence at any time or possible existence of any Default under the Loan Documents or to inspect the property Event of Default, (including the books and records) of any Loan Party; (ef) shall not be responsible to any Lender Party for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the attachment, perfection or priority of any lien or security interest Lien created or purported to be created under or in connection with, this Agreement, any other Loan Document or any other instrument or document Credit Agreement FA Sub 3 Limited furnished pursuant thereto; hereto or thereto and (fg) shall incur no liability under or in respect of this Agreement or any other Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which writing may be by telegram, a telecopy or telex electronic mail) or other electronic communication) any telephone message believed by it to be genuine and signed or sent by the proper party or parties; and (g) shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable law, including for the avoidance of doubt, any action that may be in violation of the automatic stay under any Bankruptcy Law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Bankruptcy Law.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its 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 the Loan Documents, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative Agent: (a) in the case of the Administrative Agent, may treat the payee of any Note as the holder thereof until the Administrative Agent receives and accepts an Accession Agreement entered into by an Acceding Lender as provided in Section 2.17 or an Assignment and Acceptance entered into by the Lender that is the payee of such Note, as assignor, and an Eligible Assignee, as assignee; (b) may consult with legal counsel (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 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 the Loan Documents; (d) shall not have any duty to ascertain or to inquire as to the performance, observance or satisfaction of any of the terms, covenants or conditions of any Loan Document on the part of any Loan Party or the existence at any time of any Default under the Loan Documents or to inspect the property (including the books and records) of any Loan Party; (e) 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 or any other instrument or document furnished pursuant thereto; (f) shall incur no liability under or in respect of any Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telegram, telecopy or telex or other electronic communication) believed by it to be genuine and signed or sent by the proper party or parties; and (g) shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable law, including for the avoidance of doubt, any action that may be in violation of the automatic stay under any the Bankruptcy Law Code or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any the Bankruptcy LawCode.

Administrative Agent’s Reliance, Etc. Neither None of the Administrative Agent nor Agent, any of its Affiliates or any of their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it it, him, her or them under or in connection with this Agreement or the other Loan Documents, except for its its, his, her or their own gross negligence or willful misconduct. Without limitation of the generality of limiting the foregoing, the Administrative Agent: Agent (a) may treat the payee of any Note as its holder until such Note has been assigned in accordance with Section 11.2(e) (Assignments and Participations), (b) may rely on the holder thereof until Register to the Administrative Agent receives and accepts an Accession Agreement entered into by an Acceding Lender as provided extent set forth in Section 2.17 or an Assignment and Acceptance entered into by the Lender that is the payee 2.6 (Evidence of such NoteDebt), as assignor, and an Eligible Assignee, as assignee; (bc) may consult with legal counsel (including counsel for to 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 in good faith by it in accordance with the advice of such counsel, accountants or experts; , (cd) makes no warranty or representation to any Lender Party or Issuer and shall not be responsible to any Lender Party or Issuer for any statements, warranties or representations (whether written made by or oral) made on behalf of any Loan Party or any of such Loan Party's Subsidiaries in or in connection with the this Agreement or any other Loan Documents; Document, (de) shall not have any duty to ascertain or to inquire either as to the performance, performance or observance or satisfaction of any term, covenant or condition of this Agreement or any other Loan Document, as to the terms, covenants or conditions of any Loan Document on the part financial condition of any Loan Party or as to the existence at any time or possible existence of any Default under the Loan Documents or to inspect the property Event of Default, (including the books and records) of any Loan Party; (ef) shall not be responsible to any Lender Party or Issuer for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the attachment, perfection or priority of any lien or security interest Lien created or purported to be created under or in connection with, this Agreement, any other Loan Document or any other instrument or document furnished pursuant thereto; hereto or thereto and (fg) shall incur no liability under or in respect of this Agreement or any other Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which writing may be by telegram, a telecopy or telex electronic mail) or other electronic communication) any telephone message believed by it to be genuine and signed or sent by the proper party or parties; and (g) shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable law, including for the avoidance of doubt, any action that may be in violation of the automatic stay under any Bankruptcy Law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Bankruptcy Law.

Administrative Agent’s Reliance, Etc. Neither None of the Administrative Agent nor Agent, any of its Affiliates or any of their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it it, him, her or them under or in connection with this Agreement or the other Loan Documents, except for its its, his, her or their own gross negligence or willful misconduct. Without limitation of the generality of limiting the foregoing, the Administrative Agent: Agent (a) may treat the payee of any Note as its holder until such Note has been assigned in accordance with Section 11.2 (Assignments and Participations), (b) may rely on the holder thereof until Register to the Administrative Agent receives and accepts an Accession Agreement entered into by an Acceding Lender as provided extent set forth in Section 2.17 or an Assignment 11.2(c) (Assignments and Acceptance entered into by the Lender that is the payee of such NoteParticipations), as assignor, and an Eligible Assignee, as assignee; (bc) may consult with legal counsel (including counsel for to the Borrowers 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 in good faith by it in accordance with the advice of such counsel, accountants or experts; , (cd) makes no warranty or representation to any Lender Party or Issuer and shall not be responsible to any Lender Party or Issuer for any statements, warranties or representations (whether written made by or oral) made on behalf of the Holdings or any of its Subsidiaries in or in connection with the this Agreement or any other Loan Documents; Document, (de) shall not have any duty to ascertain or to inquire either as to the performance, performance or observance or satisfaction of any term, covenant or condition of this Agreement or any other Loan Document, as to the terms, covenants or conditions of any Loan Document on the part financial condition of any Loan Party or as to the existence at any time or possible existence of any Default under the Loan Documents or to inspect the property Event of Default, (including the books and records) of any Loan Party; (ef) shall not be responsible to any Lender Party or Issuer for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the attachment, perfection or priority of any lien or security interest Lien created or purported to be created under or in connection with, this Agreement, any other Loan Document or any other instrument or document furnished Table of Contents pursuant thereto; hereto or thereto and (fg) shall incur no liability under or in respect of this Agreement or any other Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which writing may be by telegram, a telecopy or telex electronic mail) or other electronic communication) any telephone message believed by it to be genuine and signed or sent by the proper party or parties; and (g) shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable law, including for the avoidance of doubt, any action that may be in violation of the automatic stay under any Bankruptcy Law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Bankruptcy Law.

Administrative Agent’s Reliance, Etc. Neither If the Administrative Agent should request instructions from the Lenders or any of the affected Lenders with respect to any act or action (including taking no action) in connection with this Agreement or any other Credit Document, then the Administrative Agent shall be entitled to refrain from such act or taking such action unless and until the Administrative Agent shall have received instructions from such Lenders, and the Administrative Agent shall not incur liability to any Person by reason of so refraining. The Administrative Agent shall be fully justified in omitting or refusing to take any action under this Agreement or any other Credit Document if (a) such action would, in the opinion of the Administrative Agent, be contrary to Applicable Law or the terms of this Agreement or any other Credit Document; (b) such action would, in the opinion of the Administrative Agent, expose it or the Lenders to liability under Environmental Laws; or (c) the Administrative Agent shall not first be indemnified to its satisfaction against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. Without limitation, no Lender shall have any right of action against the Administrative Agent as a result of the Administrative Agent’s action or its omission from action under this Agreement or any other Credit Document in accordance with the instructions of such Lenders. In particular, none of the Administrative Agent, any of its Affiliates nor any of its their respective directors, officers, agents Administrative 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 Loan other Credit Documents, except for damages caused by its or their own gross negligence or willful wilful misconduct. Without limitation of the generality of the foregoinglimitation, the Administrative Agent: : (a) may treat the payee of any Note Lender as the holder thereof lender under this Agreement until the Administrative Agent receives and accepts an Accession Agreement entered into by an Acceding Lender as provided in Section 2.17 written notice of the assignment or an Assignment and Acceptance entered into by the Lender that is the payee transfer of such Note, as assignor, and an Eligible Assignee, as assignee; Xxxxxx’s interest in accordance with the terms of this Agreement; (b) may consult with legal counsel (including counsel for any Loan Party)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 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 Loan other Credit Documents; ; (d) shall not have any duty to ascertain or to inquire as to the performance, performance or observance or satisfaction of any of the terms, covenants or conditions of any Loan Document this Agreement or the other Credit Documents on the part of any Loan Party or the existence at any time of any Default under the Loan Documents Borrower or to inspect the property Borrower's Property (including the books Books and recordsRecords) of any Loan Party; the Borrower; (e) shall not be responsible to any Lender Party for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, of this Agreement 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 other Credit Documents or any other instrument or document furnished pursuant theretoto each such document; and (f) shall incur no liability under or in respect of any Loan Document this Agreement or the other Credit Documents by acting upon any notice, consent, certificate or other instrument or writing (which may be by telegramfax, telecopy or telex e-mail or other electronic communicationtransmission) believed by it to be genuine and signed or sent by the proper party Party or parties; and (g) shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable law, including for the avoidance of doubt, any action that may be in violation of the automatic stay under any Bankruptcy Law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Bankruptcy LawParties.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its Affiliates or any of the respective directors, officers, agents or employees of the Administrative Agent or any such Affiliate shall be liable for any action taken or omitted to be taken by it it, him, her or them under or in connection with this Agreement or the other Loan Documents, except for its its, his, her or their own gross negligence or willful misconduct. Without limitation of the generality of limiting the foregoing, the Administrative Agent: Agent (a) may treat the payee of any Note as the its holder thereof until the Administrative Agent receives and accepts an Accession Agreement entered into by an Acceding Lender as provided such Note has been assigned in accordance with Section 2.17 or an Assignment and Acceptance entered into by the Lender that is the payee of such Note, as assignor, and an Eligible Assignee, as assignee13.2; (b) may rely on the Register to the extent set forth in Section 13.2(c); (c) may consult with legal counsel (including counsel for to 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 in good faith by it in accordance with the advice of such counsel, accountants or experts; (cd) 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 made by or oral) made on behalf of the Parent Guarantor, the Borrower or any of its Subsidiaries in or in connection with this Agreement or any of the other Loan Documents; (de) shall not have any duty to ascertain or to inquire either as to the performance, performance or observance or satisfaction of any of the terms, covenants or conditions of this Agreement or any Loan Document on of the part of any Loan Party or the existence at any time of any Default under the other Loan Documents or to inspect the property (including the books and records) financial condition of any Loan Party, or the existence or possible existence of any Default or Event of Default; (ef) shall not be responsible to any Lender Party for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, of this Agreement or any of the perfection or priority of any lien or security interest created or purported to be created under or in connection with, any other Loan Document Documents or any other instrument or document furnished pursuant hereto or thereto; and (fg) shall incur no liability under or in respect of this Agreement or any of the other Loan Document Documents by acting upon any notice, consent, certificate or other instrument or writing (which may be by telegram, telecopy telecopy) or telex or other electronic communication) any telephone message believed by it to be genuine and signed or sent by the proper party or parties; and (g) shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable law, including for the avoidance of doubt, any action that may be in violation of the automatic stay under any Bankruptcy Law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Bankruptcy Law.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its 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 the Loan Documents, except that nothing in this sentence shall absolve the Administrative Agent for its or their own any liability found in a final, non‑appealable judgment by a court of competent jurisdiction to have resulted from the Administrative Agent’s gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative Agent: (a) may treat each Lender Party and its applicable interest in each Advance set forth in the payee of any Note Register as the holder thereof conclusive until the Administrative Agent receives and accepts an a Lender Accession Agreement entered into by an Acceding Lender as provided in Section 2.17 2.18 or 2.19 or an Assignment and Acceptance entered into by the Lender that is the payee of such Notea Lender, as assignor, and an Eligible Assignee, as assignee, as provided in Section 9.07; (b) may consult with legal counsel (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 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 the Loan Documents; (d) shall not have any duty to ascertain or to inquire as to the performance, observance or satisfaction of any of the terms, covenants or conditions of any Loan Document on the part of any Loan Party or the existence at any time of any Default under the Loan Documents or to inspect the property (including the books and records) of any Loan Party; (e) 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 or any other instrument or document furnished pursuant thereto; (f) shall incur no liability under or in respect of any Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telex, telegram, telecopy or telex facsimile, e‑mail or other electronic communication) believed by it to be genuine and signed or sent by the proper party or parties; and , (g) shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable lawlaw or regulations, including for the avoidance of doubt, any action that may be in violation of the automatic stay under any Bankruptcy Law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Bankruptcy Law, (h) may act in relation to the Loan Documents through its Affiliates, officers, agents and employees, and (i) shall not be subject to any fiduciary or other implied duties in favor of any Lender Party or Loan Party, regardless of whether a Default has occurred and is continuing. Without limiting the foregoing, nothing in this Agreement shall constitute the Administrative Agent nor any Arranger as a trustee or fiduciary of any Person, and neither the Administrative Agent nor any Arranger shall be bound to account to the Lenders for any sum or the profit element of any sum received by it for its own account. The Administrative Agent shall not be responsible for the acts or omissions of its delegates or agents or for supervising them; provided, however, that nothing in this sentence shall absolve the Administrative Agent for any liability found in a final, non‑appealable judgment by a court of competent jurisdiction to have resulted from the Administrative Agent’s gross negligence or willful misconduct. The Borrowers shall not commence any proceeding against any of the Administrative Agent’s directors, officers or employees with respect to the Administrative Agent’s acts or omissions relating to the Facility or the Loan Documents.

Administrative Agent’s Reliance, Etc. Neither Notwithstanding any other provisions of this Agreement, any other Loan Documents or the Other Related Documents, neither the Administrative Agent nor any of its directors, officers, agents agents, employees or employees counsel shall be liable for any action taken or omitted to be not taken by it or them under or in connection with the this Agreement or any other Loan DocumentsDocument, except for its or their own gross negligence or willful misconductINCLUDING ACTIONS WHICH MAY CONSTITUTE NEGLIGENCE OR ANY STRICT LIABILITY, EXCEPT FOR ITS OR THEIR OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT IN CONNECTION WITH ITS OR THEIR DUTIES EXPRESSLY SET FORTH HEREIN OR THEREIN, as determined by a court of competent jurisdiction in a final non-appealable judgment. Without limitation of limiting the generality of the foregoing, the Administrative Agent: (a) may treat the payee of any Note as the holder thereof until the Administrative Agent receives and accepts an Accession Agreement entered into by an Acceding Lender as provided in Section 2.17 or an Assignment and Acceptance entered into by the Lender that is the payee of such Note, as assignor, and an Eligible Assignee, as assignee; (b) may consult with legal counsel (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 in good faith by it in accordance with the advice of such counsel, accountants or experts; . Neither the Administrative Agent nor any of its directors, officers, agents, employees or counsel: (ca) makes no any warranty or representation to any Lender Party or any other Person and shall not be responsible to any Lender Party or any other Person for any statementsstatement, warranties warranty or representations (whether written representation made or oral) deemed made by the Borrower, any other Loan Party or any other Person in or in connection with the this Agreement or any other Loan DocumentsDocument; (db) shall not have any duty to ascertain or to inquire as to the performance, performance or observance or satisfaction of any of the terms, covenants or conditions of this Agreement or any other Loan Document or the satisfaction of any conditions precedent under this Agreement or any Loan Document on the part of any Loan Party the Borrower or the existence at any time of any Default under the Loan Documents other Persons or to inspect the property (including property, books or records of the books and records) of Borrower or any Loan Partyother Person; (ec) shall not be responsible to any Lender Party for the due execution, legality, validity, enforceability, genuineness, sufficiency or value ofof this Agreement or any other Loan Document, any other instrument or document furnished pursuant thereto or any Collateral covered thereby or the perfection or priority of any lien Lien in favor of the Administrative Agent on behalf of the Lenders in any such Collateral; (d) shall have any liability in respect of any recitals, statements, certifications, representations or security interest created warranties contained in any of the Loan Documents or purported to be created under or in connection with, any Loan Document Other Related Documents or any other instrument document, instrument, agreement, certificate or document furnished pursuant theretostatement delivered in connection therewith; and (fe) shall incur no any liability under or in respect of this Agreement or any other Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telegramtelephone, telecopy or telex or other electronic communicationmail) believed by it to be genuine and signed signed, sent or sent given by the proper party or parties; . The Administrative Agent may execute any of its duties under the Loan Documents or Other Related Documents by or through agents, employees or attorneys-in-fact and (g) shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable law, including responsible for the avoidance of doubt, any action that may be in violation of the automatic stay under any Bankruptcy Law negligence or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation misconduct of any Bankruptcy Lawagent or attorney-in-fact that it selects in the absence of gross negligence or willful misconduct.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its Affiliates or any of the respective directors, officers, agents or employees of the Administrative Agent or any such Affiliate shall be liable for any action taken or omitted to be taken by it it, him, her or them under or in connection with this Agreement or the other Loan Documents, except for its its, his, her or their own gross negligence or willful misconduct. Without limitation of the generality of limiting the foregoing, the Administrative Agent: Agent (a) may treat the payee of any Note as the its holder thereof until the Administrative Agent receives and accepts an Accession Agreement entered into by an Acceding Lender as provided such Note has been assigned in accordance with Section 2.17 or an Assignment and Acceptance entered into by the Lender that is the payee of such Note, as assignor, and an Eligible Assignee, as assignee11.2; (b) may rely on the Register to the extent set forth in Section 11.2(c); (c) may consult with legal counsel (including counsel for to 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 in good faith by it in accordance with the advice of such counsel, accountants or experts; (cd) 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 made by or oral) made on behalf of the Borrower or any of its Subsidiaries in or in connection with this Agreement or any of the other Loan Documents; (de) shall not have any duty to ascertain or to inquire either as to the performance, performance or observance or satisfaction of any of the terms, covenants or conditions of this Agreement or any Loan Document on of the part of any Loan Party or the existence at any time of any Default under the other Loan Documents or to inspect the property (including the books and records) financial condition of any Loan Party, or the existence or possible existence of any Default or Event of Default; (ef) shall not be responsible to any Lender Party for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the attachment, perfection or priority of any lien or security interest Lien created or purported to be created under or in connection with, this Agreement or any of the other Loan Document Documents or any other instrument or document furnished pursuant hereto or thereto; and (fg) shall incur no liability under or in respect of this Agreement or any of the other Loan Document Documents by acting upon any notice, consent, certificate or other instrument or writing (which may be by telegram, telecopy telecopy) or telex or other electronic communication) any telephone message believed by it to be genuine and signed or sent by the proper party or parties; and (g) shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable law, including for the avoidance of doubt, any action that may be in violation of the automatic stay under any Bankruptcy Law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Bankruptcy Law.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its 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 the Loan Documentsthis Agreement, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative Agent: (ai) may treat the payee of any Note as the holder thereof until the Administrative Agent receives and accepts an Accession Agreement entered into by an Acceding Lender as provided in Section 2.17 or an Assignment and Acceptance entered into by the Lender that which is the payee of such Note, as assignor, and an Eligible Assignee, as 47 assignee, as provided in Section 8.07; (bii) may consult with legal counsel (including counsel for any Loan Partythe Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (ciii) 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 the Loan Documentsthis Agreement; (div) shall not have any duty to ascertain or to inquire as to the performance, performance or observance or satisfaction of any of the terms, covenants or conditions of any Loan Document this Agreement on the part of any Loan Party or the existence at any time of any Default under the Loan Documents Borrower or to inspect the property (including the books and records) of any Loan Partythe Borrower; (ev) 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 this Agreement or any other instrument or document furnished pursuant theretohereto; and (fvi) shall incur no liability under or in respect of any Loan Document this Agreement by acting upon any notice, consent, certificate or other instrument or writing (which may be by telegram, telecopy telecopy, cable or telex or other electronic communicationtelex) believed by it to be genuine and signed or sent by the proper party or parties; and (g) shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable law, including for the avoidance of doubt, any action that may be in violation of the automatic stay under any Bankruptcy Law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Bankruptcy Law.

Administrative Agent’s Reliance, Etc. Neither Notwithstanding any other provisions of this Agreement or any other Loan Documents, neither the Administrative Agent nor any of its directors, officers, agents agents, employees or employees counsel shall be liable for any action taken or omitted to be not taken by it or them under or in connection with the this Agreement or any other Loan DocumentsDocument, except for its or their own gross negligence or willful misconductmisconduct in connection with its duties expressly set forth herein or therein. Without limitation of limiting the generality of the foregoing, the Administrative Agent: (a) may treat the payee of any Note as the holder thereof until the Administrative Agent receives and accepts an Accession Agreement entered into by an Acceding Lender as provided in Section 2.17 or an Assignment and Acceptance entered into by the Lender that is the payee of such Note, as assignor, and an Eligible Assignee, as assignee; (b) may consult with legal counsel (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 in good faith by it in accordance with the advice of such counsel, accountants or experts; . Neither the Administrative Agent nor any of its directors, officers, agents, employees or counsel: (ca) makes no any warranty or representation to any Lender Party and or any other Person or shall not be responsible to any Lender Party or any other Person for any statementsstatement, warranties warranty or representations (whether written representation made or oral) deemed made by the Borrower, any other Loan Party or any other Person in or in connection with the this Agreement or any other Loan DocumentsDocument; (db) shall not have any duty to ascertain or to inquire as to the performance, performance or observance or satisfaction of any of the terms, covenants or conditions of this Agreement or any other Loan Document or the satisfaction of any conditions precedent under this Agreement or any other Loan Document on the part of any Loan Party the Borrower or the existence at any time of any Default under the Loan Documents other Persons or to inspect the property (including property, books or records of the books and records) of Borrower or any Loan Partyother Person; (ec) shall not be responsible to any Lender Party for the due execution, legality, validity, enforceability, genuineness, sufficiency or value ofof this Agreement or any other Loan Document, any other instrument or document furnished pursuant thereto or any collateral covered thereby or the perfection or priority of any lien Lien in favor of the Administrative Agent on behalf of the Lenders in any such collateral; (d) shall have any liability in respect of any recitals, statements, certifications, representations or security interest created or purported to be created under or warranties contained in connection with, any of the Loan Document Documents or any other instrument document, instrument, agreement, certificate or document furnished pursuant theretostatement delivered in connection therewith; or (fe) shall incur no any liability under or in respect of this Agreement or any other Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telegramtelephone, telecopy or telex or other electronic communicationmail) believed by it to be genuine and signed signed, sent or sent given by the proper party or parties; . The Administrative Agent may execute any of its duties under the Loan Documents by or through agents, employees or attorneys-in-fact and (g) shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable law, including responsible for the avoidance of doubt, any action that may be in violation of the automatic stay under any Bankruptcy Law negligence or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation misconduct of any Bankruptcy Lawagent or attorney-in-fact that it selects in the absence of gross negligence or willful misconduct.

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees Related Parties shall be liable for any action taken or omitted to be taken by it or them as Administrative Agent under or in connection with this Agreement or any of the Loan other Transaction Documents, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of limiting the foregoing, the Administrative Agent: (a) may treat the payee of any Note as the holder thereof until the Administrative Agent receives and accepts an Accession Agreement entered into by an Acceding Lender as provided in Section 2.17 or an Assignment and Acceptance entered into by the Lender that is the payee of such Note, as assignor, and an Eligible Assignee, as assignee; (bi) may consult with legal counsel (including counsel for any Loan PartyFS/KKR Party with the consent of such counsel), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (cii) 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 by any other Person in or in connection with the Loan Documentsthis Agreement; (diii) shall not have any duty to ascertain or to inquire as to the performance, performance or observance or satisfaction of any of the terms, covenants or conditions of this Agreement or any Loan Document of the other Transaction Documents on the part of any Loan FS/KKR Party or the existence at any time of any Default under the Loan Documents or to inspect the property (including the books and records) of any Loan FS/KKR Party; (eiv) 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 withthis Agreement, any Loan Document of the other Transaction Documents or any other instrument or document furnished pursuant hereto or thereto; (fv) may rely upon and shall incur no liability under or in respect of this Agreement or any Loan Document of the other Transaction Documents by acting upon any noticenotice (including notice by telephone), consent, certificate or other instrument or writing (which may be by telegram, telecopy or telex or other electronic communicationfacsimile) believed by it to be genuine and signed or sent by the proper party or parties; , or upon any statement made to it orally or by telephone and (g) shall not believed by it to have been made by the proper Person. In determining compliance with any condition hereunder to the making of an Advance, that by its terms must be required fulfilled to take any action thatthe satisfaction of a Lender, in its opinion or the opinion of its counsel, may expose the Administrative Agent may presume that such condition is satisfactory to liability or that is such Lender unless the Administrative Agent shall have received notice to the contrary from such Lender prior to any the making of such Advance. [FS Investment] Loan Document or applicable law, including for the avoidance of doubt, any action that may be in violation of the automatic stay under any Bankruptcy Law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Bankruptcy Law.and Security Agreement

Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its Affiliates or any of the respective directors, officers, agents or employees of the Administrative Agent or any such Affiliate shall be liable for any action taken or omitted to be taken by it it, him, her or them under or in connection with this Agreement or the other Loan Documents, except for its its, his, her or their own gross negligence or willful misconduct. Without limitation of the generality of limiting the foregoing, the Administrative Agent: Agent (a) may treat the payee of any Note as the its holder thereof until the Administrative Agent receives and accepts an Accession Agreement entered into by an Acceding Lender as provided such Note has been assigned in accordance with Section 2.17 or an Assignment and Acceptance entered into by the Lender that is the payee of such Note, as assignor, and an Eligible Assignee, as assignee9.2; (b) may rely on the Register to the extent set forth in Section 9.2(d); (c) may consult with legal counsel (including counsel for to 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 in good faith by it in accordance with the advice of such counsel, accountants or experts; (cd) makes no warranty or representation to any Lender Party or Issuer and shall not be responsible to any Lender Party or Issuer for any statements, warranties or representations (whether written made by or oral) made on behalf of the Borrower or any of its Subsidiaries in or in connection with this Agreement or any of the other Loan Documents; (de) shall not have any duty to ascertain or to inquire either as to the performance, performance or observance or satisfaction of any of the terms, covenants or conditions of this Agreement or any Loan Document on of the part of any Loan Party or the existence at any time of any Default under the other Loan Documents or to inspect the property (including the books and records) financial condition of any Loan Party, or the existence or possible existence of any Default or Event of Default; (ef) shall not be responsible to any Lender Party or Issuer for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the attachment, perfection or priority of any lien or security interest Lien created or purported to be created under or in connection with, this Agreement or any of the other Loan Document Documents or any other instrument or document furnished pursuant hereto or thereto; and (fg) shall incur no liability under or in respect of this Agreement or any of the other Loan Document Documents by acting upon any notice, consent, certificate or other instrument or writing (which may be by telegram, telecopy or telex electronic mail) or other electronic communication) any telephone message believed by it to be genuine and signed or sent by the proper party or parties; and (g) shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable law, including for the avoidance of doubt, any action that may be in violation of the automatic stay under any Bankruptcy Law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Bankruptcy Law.

Administrative Agent’s Reliance, Etc. Neither Notwithstanding any other provisions of this Agreement, any other Loan Documents or the Other Related Documents, neither the Administrative Agent nor any of its directors, officers, agents agents, employees or employees counsel shall be liable for any action taken or omitted to be not taken by it or them under or in connection with the this Agreement or any other Loan DocumentsDocument, except for its or their own gross negligence or willful misconductmisconduct in connection with its duties expressly set forth herein or therein. Without limitation of limiting the generality of the foregoing, the Administrative Agent: (a) may treat the payee of any Note as the holder thereof until the Administrative Agent receives and accepts an Accession Agreement entered into by an Acceding Lender as provided in Section 2.17 or an Assignment and Acceptance entered into by the Lender that is the payee of such Note, as assignor, and an Eligible Assignee, as assignee; (b) may consult with legal counsel (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 taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; . Neither the Administrative Agent nor any of its directors, officers, agents, employees or counsel: (ca) makes no any warranty or representation to any Lender Party or any other Person and shall not be responsible to any Lender Party or any other Person for any statementsstatement, warranties warranty or representations (whether written representation made or oral) deemed made by the Borrower, any other Loan Party or any other Person in or in connection with the this Agreement or any other Loan DocumentsDocument; (db) shall not have any duty to ascertain or to inquire as to the performance, performance or observance or satisfaction of any of the terms, covenants or conditions of this Agreement or any other Loan Document or the satisfaction of any conditions precedent under this Agreement or any Loan Document on the part of any Loan Party the Borrower or the existence at any time of any Default under the Loan Documents other Persons or to inspect the property (including property, books or records of the books and records) of Borrower or any Loan Partyother Person; (ec) shall not be responsible to any Lender Party for the due execution, legality, validity, enforceability, genuineness, sufficiency or value ofof this Agreement or any other Loan Document, any other instrument or document furnished puruant therto or any Collateral covered thereby or the perfection or priority of any lien Lien in favor of the Administrative Agent on behalf of the Lenders in any such Collateral; (d) shall have any liability in respect of any recitals, statements, certifications, representations or security interest created warranties contained in any of the Loan Documents or purported to be created under or in connection with, any Loan Document Other Related Documents or any other instrument other document, instrument, agreement, certificate or document furnished pursuant theretostatement delivered in connection therewith; and (fe) shall incur no any liability under or in respect of this Agreement or any other Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telegramtelephone, telecopy or telex or other electronic communicationmail) believed by it to be genuine and signed or signed, sent oer given by the proper party or parties; . The Administrative Agent may execute any of its duties under the Loan Documents or Other Related Documents by or through agents, employees or attorneys-in-fact and (g) shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable law, including responsible for the avoidance of doubt, any action that may be in violation of the automatic stay under any Bankruptcy Law negligence or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation misconduct of any Bankruptcy Lawagent or attorney-in-fact that it selects in the absence of gross negligence or willful misconduct.