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

Administrative Agent’s Reliance, Etc. None of the Administrative 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, him, her or them under or in connection with this Agreement or the other Loan Documents, except for its, his, her or their own gross negligence or willful misconduct. Without limiting the foregoing, the Administrative 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 Register to the extent set forth in Section 2.7 (Evidence of Debt), (c) may consult with legal counsel (including counsel 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, (d) makes no warranty or representation to any Lender or Issuer and shall not be responsible to any Lender or Issuer for any statements, warranties or representations made by or on behalf of the Borrower or any of its Subsidiaries in or in connection with this Agreement or any other Loan Document, (e) shall not have any duty to ascertain or to inquire either as to the performance or observance of any term, covenant or condition of this Agreement or any other Loan Document, as to the financial condition of any Loan Party or as to the existence or possible existence of any Default or Event of Default, (f) shall not be responsible to any Lender or Issuer for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the attachment, perfection or priority of any 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 (g) 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 a telecopy or electronic mail) or any telephone message believed by it to be genuine and signed or sent by the proper party or parties. 108

Administrative Agent’s Reliance, Etc. None of (a) Neither the Administrative Agent, Agent nor 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, him, her it or them under or in connection with this Agreement or any of the other Loan Facility Documents, except for its, his, her its or their own gross negligence negligence, fraud, bad faith or willful misconduct. Without limiting the generality of 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 Register to the extent set forth in Section 2.7 (Evidence of Debt), (ci) may consult with legal counsel (including counsel to for the Borrower or the Collateral Manager or any other Loan Party), of their Affiliates) and independent public accountants and other experts selected by it with due 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 expertsexperts in the absence of its own gross negligence, fraud or willful misconduct; (dii) makes no warranty or representation to any Lender Secured Party or Issuer any other Person and shall not be responsible to any Lender Secured Party or Issuer any Person for any statements, warranties or representations (whether written or oral) made by or on behalf of the Borrower or any of its Subsidiaries in or in connection with this Agreement or any the other Loan Document, Facility Documents; (eiii) shall not have any duty to monitor, ascertain or to inquire either as to the performance or observance of any termof the terms, covenant covenants or condition conditions of this Agreement Agreement, the other Facility Documents or any Related Document on the part of the Borrower, the Collateral Manager or any other Loan Document, as Person or to inspect the financial condition property (including the books and records) of any Loan Party the Borrower or as to the existence or possible existence of any Default or Event of Default, Collateral Manager; (fiv) shall not be responsible to any Lender Secured Party or Issuer any other Person for the due execution, legality, validity, enforceability, perfection, genuineness, sufficiency or value of, of any Collateral (or the attachmentvalidity, perfection perfection, priority or priority enforceability of any Lien created or purported to be created under or in connection withthe Liens on the Collateral), this Agreement, the other Facility Documents, any other Loan Related Document or any other instrument or document furnished pursuant hereto or thereto thereto; and (gv) shall incur no liability under or in respect of this Agreement or any other Loan Facility Document by relying on, acting upon (or by refraining from action in reliance on) any notice, consent, certificate (including, for the avoidance of doubt, the Borrowing Base Calculation Statement), instruction or waiver, report, statement, opinion, direction or other instrument or writing (which writing may be a telecopy delivered by telecopier, email, cable or electronic mailtelex, if acceptable to it) or any telephone message believed by it in good faith to be genuine and believed by it to be genuine and signed or sent by the proper party or parties. 108The Administrative Agent shall not have any liability to the Borrower or any Lender or any other Person for the Borrower’s, the Collateral Manager’s, any Lender’s or any other Person’s, as the case may be, performance of, or failure to perform, any of their respective obligations and duties under this Agreement or any other Facility Document.

Administrative Agent’s Reliance, Etc. None Notwithstanding any other provisions of this Agreement, any other Loan Documents or the Other Related Documents, neither the Administrative Agent, Agent nor any of its Affiliates or any of their respective directors, officers, agents agents, employees or employees counsel shall be liable for any action taken or omitted to be not taken by it, him, her or them it under or in connection with this Agreement or the any other Loan DocumentsDocument, except for itsINCLUDING ACTIONS WHICH MAY CONSTITUTE NEGLIGENCE OR ANY STRICT LIABILITY, his, her or their own gross negligence or willful misconductEXCEPT FOR ITS OR THEIR OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT IN CONNECTION WITH ITS OR THEIR DUTIES EXPRESSLY SET FORTH HEREIN OR THEREIN TO THE EXTENT SUCH GROSS NEGLIGENCE OR WILLFUL MISCONDUCT IS DETERMINED BY A COURT OF COMPETENT JURISDICTION BY A FINAL AND NON-APPEALABLE JUDGMENT. Without limiting the generality of the foregoing, the Administrative 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 Register to the extent set forth in Section 2.7 (Evidence of Debt), (c) Agent: may consult with legal counsel (including its own counsel to 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: (da) makes no any warranty or representation to any Lender or Issuer any other Person and shall not be responsible to any Lender or Issuer any other Person for any statementsstatement, warranties warranty or representations representation made or deemed made by or on behalf of the Borrower Borrower, any other Loan Party or any of its Subsidiaries other Person in or in connection with this Agreement or any other Loan Document, ; (eb) shall not have any duty to ascertain or to inquire either as to the performance or observance of any termof the terms, covenant covenants or condition conditions of this Agreement or any other Loan Document, as to Document or the financial condition satisfaction of any conditions precedent under this Agreement or any Loan Party Document on the part of the Borrower or as to other Persons or inspect the existence property, books or possible existence records of the Borrower or any Default or Event of Default, other Person; (fc) shall not be responsible to any Lender or Issuer for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, of this Agreement or the attachment, perfection or priority of any Lien created or purported to be created under or in connection with, this Agreement, any other Loan Document or Document, any other instrument or document furnished pursuant hereto thereto or thereto any Collateral covered thereby or the perfection or priority of any 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 warranties contained in any of the Loan Documents or Other Related Documents or any other document, instrument, agreement, certificate or statement delivered in connection therewith; and (ge) 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 writing may be a by telephone, telecopy or electronic mail) or any telephone message believed by it to be genuine and signed signed, sent or sent given by the proper party or parties. 108The 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 shall not be responsible for the negligence or misconduct of any agent or attorney-in-fact that it selects in the absence of gross negligence or willful misconduct.

Administrative Agent’s Reliance, Etc. None Notwithstanding any other provision of any Loan Document, neither the Administrative Agent nor any of the Administrative Agent, any of its Affiliates or any of their respective 's directors, officers, agents agents, employees or employees counsel shall be liable for any action taken or omitted to be taken by it, him, her it or them under or in connection with this Agreement or the other Loan DocumentsAgreement, except for its, his, her its or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, the Administrative Agent Agent: (a) may treat the payee of any Revolving Credit Note as its the holder thereof until the Administrative Agent receives written notice of the assignment or transfer thereof signed by such Revolving Credit Note has been assigned payee and in accordance with Section 9.2 (Assignments and Participations), form satisfactory to the Administrative Agent; (b) may rely on the Register to the extent set forth in Section 2.7 (Evidence of Debt), (c) may consult with legal counsel (including its own counsel to 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, ; (dc) makes no warranty or representation to any Lender or Issuer any other Person and shall not be responsible to any Lender or Issuer any other Person for any statements, warranties or representations made by or on behalf of the Borrower or any of its Subsidiaries Person in or in connection with this Agreement or any other Loan Document, ; (ed) shall not have any duty to ascertain or to inquire either as to the performance or observance of any termof the terms, covenant covenants or condition conditions of any of this Agreement or any other Loan Document, as to Document or the financial condition satisfaction of any conditions precedent under this Agreement or any Loan Party Document on the part of the Borrower or as to other Persons or inspect the existence property, books or possible existence records of the Borrower or any Default or Event of Default, other Person; (fe) shall not be responsible to any Lender or Issuer for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, of this Agreement or the attachment, perfection or priority of any Lien created or purported to be created under or in connection with, this Agreement, any other Loan Document or Document, any other instrument or document furnished pursuant hereto thereto or thereto any collateral covered thereby or the perfection or priority of any Lien in favor of the Administrative Agent on behalf of the Lenders in any such collateral; and (gf) 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 a telecopy by telephone or electronic mailtelecopy) or any telephone message believed by it to be genuine and signed signed, sent or sent given by the proper party or parties. 108.

Administrative Agent’s Reliance, Etc. None of Neither the Administrative Agent, Agent nor 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, him, her it or them as Administrative Agent under or in connection with this Agreement or any of the other Loan Transaction Documents, except for itsits or their own gross negligence or willful misconduct. Each Lender 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, his, her except for its or their own gross negligence or willful misconduct. Without 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 Register to the extent set forth in Section 2.7 (Evidence of Debt), (ci) may consult with legal counsel (including counsel to for the Borrower or any other Loan Partythe 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, ; (dii) makes no warranty 111 or representation to any Lender or Issuer and shall not be responsible to any Lender or Issuer for any statements, warranties or representations made by or on behalf of the Borrower or any of its Subsidiaries in or in connection with this Agreement or any other Loan Document, Agreement; (eiii) shall not have any duty to ascertain or to inquire either as to the performance or observance of any termof the terms, covenant covenants or condition conditions of this Agreement or any of the other Loan DocumentTransaction Documents on the part of the Borrower, as the Transferor, or the Servicer or to inspect the financial condition property (including the books and records) of any Loan Party the Borrower, the Transferor, or as to the existence or possible existence of any Default or Event of Default, Servicer; (fiv) shall not be responsible to any Lender or Issuer for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the attachment, perfection or priority of any Lien created or purported to be created under or in connection with, this Agreement, any of the other Loan Document Transaction Documents or any other instrument or document furnished pursuant hereto or thereto thereto; and (gv) shall incur no liability under or in respect of this Agreement or any of the other Loan Document Transaction Documents by acting upon any noticenotice (including notice by telephone), consent, certificate or other instrument or writing (which writing may be a telecopy or electronic mailby facsimile) or any telephone message believed by it to be genuine and signed or sent by the proper party or parties. 108.

Administrative Agent’s Reliance, Etc. None of the Administrative 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, him, her or them under or in connection with this Agreement or the other Loan Documents, except for its, his, her or their own gross negligence or willful misconduct. Without limiting the foregoing, the Administrative 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 11.2 (Assignments and Participations), (b) may rely on the Register to the extent set forth in Section 2.7 (Evidence of Debt), (c) may consult with legal counsel (including counsel 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, (d) makes no warranty or representation to any Lender or Issuer and shall not be responsible to any Lender or Issuer for any statements, warranties or representations made by or on behalf of the Borrower or any of its Subsidiaries in or in connection with this Agreement or any other Loan Document, (e) shall not have any duty to ascertain or to inquire either as to the performance or observance of any term, covenant or condition of this Agreement or any other Loan Document, as to the financial condition of any Loan Party or as to the existence or possible existence of any Default or Event of Default, (f) shall not be responsible to any Lender or Issuer for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the attachment, perfection or priority of any 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 (g) 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 a telecopy or electronic mail) or any telephone message believed by it to be genuine and signed or sent by the proper party or parties. 108.

Administrative Agent’s Reliance, Etc. None of Neither the Administrative Agent, Agent nor 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, him, her it or them as Administrative Agent under or in connection with this Agreement or any of the other Loan Transaction Documents, except except, subject to Section 9.01(b), for its, his, her 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 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 Register to the extent set forth in Section 2.7 (Evidence of Debt), (ci) may consult with legal counsel (including counsel to for the Borrower or any other 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, ; (dii) makes no warranty or representation to any Lender or Issuer and shall not be responsible to any Lender or Issuer for any statements, warranties or representations made by or on behalf of the Borrower or any of its Subsidiaries in or in connection with this Agreement or any other Loan Document, Agreement; (eiii) shall not have any duty to ascertain or to inquire either as to the performance or observance of any termof the terms, covenant covenants or condition conditions of this Agreement or any of the other Loan Document, as Transaction Documents on the part of the Borrower or the Servicer or to inspect the financial condition property (including the books and records) of any Loan Party the Borrower or as to the existence or possible existence of any Default or Event of Default, Servicer; (fiv) shall not be responsible to any Lender or Issuer for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the attachment, perfection or priority of any Lien created or purported to be created under or in connection with, this Agreement, any of the other Loan Document Transaction Documents or any other instrument or document furnished pursuant hereto or thereto and thereto; (gv) shall incur no liability under or in respect of this Agreement or any of the other Loan Document Transaction Documents by acting upon any noticenotice (including notice by telephone), consent, certificate or other instrument or writing (which writing may be a telecopy or electronic mailby email) or any telephone message believed by it to be genuine and signed or sent by the proper party or parties; (vi) shall not be responsible for or have any duty to ascertain or inquire into the contents of any certificate, report or other document delivered thereunder or in 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. 108The 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 I/O Notional Loan, as applicable, shall have been transferred in accordance with this Agreement and all actions required by such section in connection with such transfer shall have been taken.

Administrative Agent’s Reliance, Etc. None of Neither the Administrative Agent, Agent nor any of its Affiliates or any of their 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, him, her or them under or in connection with this Agreement or the other Loan Documents, except for its, his, her or their own gross negligence or willful misconduct. Without limiting the foregoing, the Administrative 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 11.2 (Assignments and Participations), (b) may rely on the Register to the extent set forth in Section 2.7 11.2(c) (Evidence of DebtAssignments and Participations), (c) may consult with legal counsel (including counsel to the Borrower Company 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, (d) makes no warranty or representation to any Lender or Issuer and shall not be responsible to any Lender or Issuer for any statements, warranties or representations made by or on behalf of the any Borrower or any of its Subsidiaries Subsidiary thereof in or in connection with this Agreement or any of the other Loan DocumentDocuments, (e) shall not have any duty to ascertain or to inquire either as to the performance or observance of any termof the terms, covenant covenants or condition conditions of this Agreement or any of the other Loan Document, as to Documents or the financial condition of any Loan Party Party, or as to the existence or possible existence of any Default or Event of Default, (f) shall not be responsible to any Lender or Issuer for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the attachment, perfection or priority of any Lien created or purported to be created under or in connection with, this Agreement, Agreement or any of the other Loan Document Documents or any other instrument or document furnished pursuant hereto or thereto and (g) 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 writing may be a telecopy or electronic mail) or any telephone message believed by it to be genuine and signed or sent by the proper party or parties. 108.

Administrative Agent’s Reliance, Etc. None of the Administrative 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, him, her or them under or in connection with this Agreement or the other Loan Documents, except for its, his, her or their own gross negligence or willful misconduct. Without limiting the foregoing, the Administrative 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 10.2 (Assignments and Participations), (b) may rely on the Register to the extent set forth in Section 2.7 2.6 (Evidence of Debt), (c) may consult with legal counsel (including counsel to the Borrower or any other 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, (d) makes no warranty or representation to any Lender or Issuer and shall not be responsible to any Lender or Issuer for any statements, warranties or representations made by or on behalf of the Borrower or any of its the Borrower’s Subsidiaries in or in connection with this Agreement or any other Loan Document, (e) shall not have any duty to ascertain or to inquire either as to the performance or observance of any term, covenant or condition of this Agreement or any other Loan Document, as to the financial condition of the Borrower or any Loan Party of its Subsidiaries or as to the existence or possible existence of any Default or Event of Default, (f) shall not be responsible to any Lender or Issuer for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the attachment, perfection or priority of any 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 (g) 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 a telecopy or electronic mail) or any telephone message believed by it to be genuine and signed or sent by the proper party or parties. 108Exhibit 10.2

Administrative Agent’s Reliance, Etc. None of Neither the Administrative Agent, Agent nor 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, him, her it or them as Administrative Agent under or in connection with this Agreement or any of the other Loan Transaction Documents, except for itsits or their own gross negligence 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, his, her except for its or their own gross negligence or willful misconduct. Without 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 Register to the extent set forth in Section 2.7 (Evidence of Debt), (ci) may consult with legal counsel (including counsel to for the Borrower or any other Loan Partythe Collateral Manager), 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, ; (dii) makes no warranty or representation to any Lender or Issuer and shall not be responsible to any Lender or Issuer for any statements, warranties or representations made by or on behalf of the Borrower or any of its Subsidiaries other Person in or in connection with this Agreement or any other Loan Document, Agreement; (eiii) shall not have any duty to ascertain or to inquire either as to the performance or observance of any termof the terms, covenant covenants or condition conditions of this Agreement or any of the other Loan Document, as Transaction Documents on the part of the Borrower or the Collateral Manager or to inspect the financial condition property (including the books and records) of any Loan Party the Borrower or as to the existence or possible existence of any Default or Event of Default, Collateral Manager; (fiv) shall not be responsible to any Lender or Issuer for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the attachment, perfection or priority of any Lien created or purported to be created under or in connection with, this Agreement, any of the other Loan Document Transaction Documents or any other instrument or document furnished pursuant hereto or thereto thereto; and (gv) shall incur no liability under or in respect of this Agreement or any of the other Loan Document Transaction Documents by acting upon any noticenotice (including notice by telephone), consent, certificate or other instrument or writing (which writing may be a telecopy or electronic mailby facsimile) or any telephone message believed by it to be genuine and signed or sent by the proper party or parties. 108140

Administrative Agent’s Reliance, Etc. None Notwithstanding any other provisions of this Agreement, any other Loan Documents or the Other Related Documents, neither the Administrative Agent, Agent nor any of its Affiliates or any of their respective directors, officers, agents agents, employees or employees counsel shall be liable for any action taken or omitted to be not taken by it, him, her or them it under or in connection with this Agreement or the any other Loan DocumentsDocument, except for its, his, her its or their own gross negligence or willful misconductmisconduct in connection with its duties expressly set forth herein or therein. Without limiting the generality of the foregoing, the Administrative 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 Register to the extent set forth in Section 2.7 (Evidence of Debt), (c) Agent: may consult with legal counsel (including its own counsel to 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: (da) makes no any warranty or representation to any Lender or Issuer any other Person and shall not be responsible to any Lender or Issuer any other Person for any statementsstatement, warranties warranty or representations representation made or deemed made by or on behalf of the Borrower Borrower, any other Loan Party or any of its Subsidiaries other Person in or in connection with this Agreement or any other Loan Document, ; (eb) shall not have any duty to ascertain or to inquire either as to the performance or observance of any termof the terms, covenant covenants or condition conditions of this Agreement or any other Loan Document, as to Document or the financial condition satisfaction of any conditions precedent under this Agreement or any Loan Party Document on the part of the Borrower or as to other Persons or inspect the existence property, books or possible existence records of the Borrower or any Default or Event of Default, other Person; (fc) shall not be responsible to any Lender or Issuer for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, of this Agreement or the attachment, perfection or priority of any Lien created or purported to be created under or in connection with, this Agreement, any other Loan Document or Document, any other instrument or document furnished pursuant hereto thereto or thereto any Collateral covered thereby or the perfection or priority of any 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 warranties contained in any of the Loan Documents or Other Related Documents or any other document, instrument, agreement, certificate or statement delivered in connection therewith; and (ge) 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 writing may be a by telephone, telecopy or electronic mail) or any telephone message believed by it to be genuine and signed signed, sent or sent given by the proper party or parties. 108The 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 shall not be responsible for the negligence or misconduct of any agent or attorney-in-fact that it selects in the absence of gross negligence or willful misconduct.

Administrative Agent’s Reliance, Etc. None Notwithstanding any other provisions of this Agreement, any other Loan Documents or the Other Related Documents, neither the Administrative Agent, Agent nor any of its Affiliates or any of their respective directors, officers, agents agents, employees or employees counsel shall be liable for any action taken or omitted to be not taken by it, him, her or them it under or in connection with this Agreement or the any other Loan DocumentsDocument, except for its, his, her its or their own gross negligence or willful misconductmisconduct in connection with its duties expressly set forth herein or therein. Without limiting the generality of the foregoing, the Administrative 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 Register to the extent set forth in Section 2.7 (Evidence of Debt), (c) Agent: may consult with legal counsel (including its own counsel to 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: (da) makes no any warranty or representation to any Lender or Issuer any other Person and shall not be responsible to any Lender or Issuer any other Person for any statementsstatement, warranties warranty or representations representation made or deemed made by or on behalf of the Borrower Borrower, any other Loan Party or any of its Subsidiaries other Person in or in connection with this Agreement or any other Loan Document, ; (eb) shall not have any duty to ascertain or to inquire either as to the performance or observance of any termof the terms, covenant covenants or condition conditions of this Agreement or any other Loan Document, as to Document or the financial condition satisfaction of any conditions precedent under this Agreement or any Loan Party Document on the part of the Borrower or as to other Persons or inspect the existence property, books or possible existence records of the Borrower or any Default or Event of Default, other Person; (fc) shall not be responsible to any Lender or Issuer 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 attachment, perfection or priority of any Lien created 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 purported to be created under warranties contained in any of the Loan Documents or in connection with, this Agreement, any other Loan Document Other Related Documents or any other instrument other document, instrument, agreement, certificate or document furnished pursuant hereto or thereto statement delivered in connection therewith; and (ge) 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 writing may be a by telephone, telecopy or electronic mail) or any telephone message believed by it to be genuine and signed or signed, sent oer given by the proper party or parties. 108The 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 shall not be responsible for the negligence or misconduct of any agent or attorney-in-fact that it selects in the absence of gross negligence or willful misconduct.

Administrative Agent’s Reliance, Etc. None Notwithstanding any other provisions of this Agreement, any other Loan Documents or the Other Related Documents, neither Administrative Agent, Agent nor any of its Affiliates or any of their respective directors, officers, agents agents, employees or employees counsel shall be liable for any action taken or omitted to be not taken by it, him, her or them it under or in connection with this Agreement or the any other Loan DocumentsDocument, except for its, his, her its or their own gross negligence or willful misconductmisconduct in connection with its duties expressly set forth herein or therein. Without limiting the generality of the foregoing, the Administrative 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 Register to the extent set forth in Section 2.7 (Evidence of Debt), (c) Agent: may consult with legal counsel (including its own counsel to the 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: (da) makes no any warranty or representation to any Lender or Issuer any other Person and shall not be responsible to any Lender or Issuer any other Person for any statementsstatement, warranties warranty or representations representation made or deemed made by or on behalf of the Borrower Borrower, any other Loan Party or any of its Subsidiaries other Person in or in connection with this Agreement or any other Loan Document, ; (eb) shall not have any duty to ascertain or to inquire either as to the performance or observance of any termof the terms, covenant covenants or condition conditions of this Agreement or any other Loan Document, as to Document or the financial condition satisfaction of any conditions precedent under this Agreement or any Loan Party Document on the part of Borrower or as to other Persons or inspect the existence property, books or possible existence records of Borrower or any Default or Event of Default, other Person; (fc) shall not be responsible to any Lender or Issuer for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, of this Agreement or the attachment, perfection or priority of any Lien created or purported to be created under or in connection with, this Agreement, any other Loan Document or Document, any other instrument or document furnished pursuant hereto thereto or thereto any Collateral covered thereby or the perfection or priority of any 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 warranties contained in any of the Loan Documents or Other Related Documents or any other document, instrument, agreement, certificate or statement delivered in connection therewith; and (ge) shall incur no any Loan No. 1005062 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 a by telephone, telecopy or electronic mail) or any telephone message believed by it to be genuine and signed signed, sent or sent given by the proper party or parties. 108The 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 shall not be responsible for the negligence or misconduct of any agent or attorney-in-fact that it selects in the absence of gross negligence or willful misconduct.

Administrative Agent’s Reliance, Etc. None of Neither the Administrative Agent, Agent nor any of its Affiliates or any of their respective directors, officers, agents agents, employees or employees counsel shall be liable for any action taken or omitted to be taken by it, him, her it or any of them under or in connection with this Agreement or the other Loan DocumentsAgreement, except for its, his, her its or their own gross negligence or willful misconduct. The Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by the Administrative Agent with reasonable care. Without limiting the generality of the foregoing, the Administrative Agent Agent: (a) may -76- 82 deem and treat the payee of any Revolving Credit Note as its the holder thereof for all purposes until such Revolving Credit Note has been assigned the Administrative Agent receives and accepts an Assignment Agreement executed in accordance with Section 9.2 (Assignments and Participations), 13.5.; (b) may rely on the Register to the extent set forth in Section 2.7 (Evidence of Debt), (c) may consult with and rely upon legal counsel (including its own counsel to 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, ; (dc) makes no warranty or representation to any Lender or Issuer any other Person and shall not be responsible to any Lender or Issuer any other Person for any statements, warranties or representations made by or on behalf of the Borrower or any of its Subsidiaries Person in or in connection with this Agreement or any other Loan Document, ; (ed) shall not have any duty to ascertain or to inquire either as to the performance or observance of any termof the terms, covenant covenants or condition conditions of any of this Agreement or any other Loan Document, as to Document or the financial condition satisfaction of any conditions precedent under this Agreement or any Loan Party Document on the part of the Borrower or as to other Persons or inspect the existence property, books or possible existence records of the Borrower or any Default or Event of Default, other Person; (fe) shall not be responsible to any Lender or Issuer for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, of this Agreement or the attachment, perfection or priority of any Lien created or purported to be created under or in connection with, this Agreement, any other Loan Document or Document, any other instrument or document furnished pursuant hereto thereto or thereto any Collateral covered thereby or the perfection or priority of any Lien in favor of the Administrative Agent on behalf of the Lenders in any such Collateral; and (gf) shall incur no liability under or in respect of this Agreement or any other Loan Document by acting upon (and shall be entitled to rely upon) any notice, consent, certificate certificate, instrument, writing or other instrument or writing communication (which writing may be a telecopy by telephone or electronic mailtelecopy) or any telephone message believed by it to be genuine and signed correct and signed, sent or sent given by or on behalf of the proper party Person or parties. 108Persons.

Administrative Agent’s Reliance, Etc. None of (a) Neither the Administrative Agent, Agent nor 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, him, her it or them under or in connection with this Agreement or any of the other Loan Facility Documents, except for its, his, her its or their own gross negligence negligence, fraud, bad faith or willful misconduct. Without limiting the generality of 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 Register to the extent set forth in Section 2.7 (Evidence of Debt), (ci) may consult with legal counsel (including counsel to for the Borrower or the Collateral Manager or any other Loan Party), of their Affiliates) and independent public accountants and other experts selected by it with due 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 expertsexperts in the absence of its own gross negligence, fraud or willful misconduct; (dii) makes no warranty or representation to any Lender Secured Party or Issuer any other Person and shall not be responsible to any Lender Secured Party or Issuer any Person for any statements, warranties or representations (whether written or oral) made by or on behalf of the Borrower or any of its Subsidiaries in or in connection with this Agreement or any the other Loan Document, Facility Documents; (eiii) shall not have any duty to monitor, ascertain or to inquire either as to the performance or observance of any termof the terms, covenant covenants or condition conditions of this Agreement Agreement, the other Facility Documents or any Related Document on the part of the Borrower, the Collateral Manager or any other Loan Document, as Person or to inspect the financial condition property (including the books and records) of any Loan Party the Borrower or as to the existence or possible existence of any Default or Event of Default, Collateral Manager; (fiv) shall not be responsible to any Lender Secured Party or Issuer any other Person for the due execution, legality, validity, enforceability, perfection, genuineness, sufficiency or value of, of any Collateral (or the attachmentvalidity, perfection perfection, priority or priority enforceability of any Lien created or purported to be created under or in connection withthe Liens on the Collateral), this Agreement, the other Facility Documents, any other Loan Related Document or any other instrument or document furnished pursuant hereto or thereto thereto; and (gv) shall incur no liability under or in respect of this Agreement or any other Loan Facility Document by relying on, acting upon (or by refraining from action in reliance on) any notice, consent, certificate (including, for the avoidance of doubt, the Borrowing Base Calculation Statement), instruction or waiver, report, statement, opinion, direction or other instrument or writing (which writing may be a telecopy delivered by telecopier, email, cable or electronic mailtelex, if acceptable to it) or any telephone message believed by it in good faith to be genuine and believed by it to be genuine and signed or sent by the proper party or parties. 108The Administrative Agent shall not have any liability to the Borrower or any Lender or any other Person for the Borrower’s, the Collateral Manager’s, any Lender’s or any other Person’s, as the case may be, performance of, or failure to perform, any of their respective obligations and duties under this Agreement or any other Facility Document. The Administrative Agent shall not be liable for the actions for omissions of any other agent (including concerning the application of funds), or under any duty to monitor or investigate compliance on the part of any other agent with the terms or requirements of this Agreement, any Facility Document or any Related Document, or their duties hereunder or thereunder.

Administrative Agent’s Reliance, Etc. None Notwithstanding any other provisions of this Credit Agreement or any other Credit Documents, neither the Administrative Agent, Agent nor any of its Affiliates or any of their respective directors, officers, agents agents, employees or employees counsel shall be liable for any action taken or omitted to be taken by it, him, her it or them under or in connection with this Agreement or the other Loan DocumentsCredit Agreement, except for itsto the extent found in a final, his, her non-appealable judgment by a court of competent jurisdiction to have resulted from its or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, the Administrative Agent Agent: (a) may treat the payee of any Revolving Credit Note as its the holder thereof until the Administrative Agent receives written notice of the assignment or transfer thereof signed by such Revolving Credit Note has been assigned payee and in accordance with Section 9.2 (Assignments and Participations), form satisfactory to the Administrative Agent; (b) may rely on the Register to the extent set forth in Section 2.7 (Evidence of Debt), (c) may consult with legal counsel (including its own counsel to or counsel for either Parent, the Borrower or any other Loan PartySubsidiary), 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, ; (dc) makes no warranty or representation to any Lender Party or Issuer any other Person and shall not be responsible to any Lender Party or Issuer any other Person for any statements, warranties or representations made by or on behalf of the Borrower or any of its Subsidiaries Person in or in connection with this Credit Agreement or any other Loan Credit Document, ; (ed) shall not have any duty to ascertain or to inquire either as to the performance or observance of any termof the terms, covenant covenants or condition conditions of any of this Credit Agreement or any other Loan Document, as to Credit Document or the financial condition satisfaction of any Loan Party conditions precedent under this Credit Agreement or as to any Credit Document on the existence part of either of the Parents, the Borrower or possible existence other Persons or inspect the property, books or records of either Parent, the Borrower or any Default or Event of Default, other Person; (fe) shall not be responsible to any Lender or Issuer Party for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, of this Credit Agreement or the attachment, perfection or priority of any Lien created or purported to be created under or in connection with, this Agreement, any other Loan Document or Credit Document, any other instrument or document furnished pursuant hereto thereto or thereto any collateral covered thereby or the perfection or priority of any Lien in favor of the Administrative Agent on behalf of the Lender Parties in any such collateral; and (gf) shall incur no liability under or in respect of this Credit Agreement or any other Loan Credit Document by acting upon any notice, consent, certificate or other instrument or writing (which writing may be a telecopy by telephone or electronic mailtelecopy) or any telephone message believed by it to be genuine and signed signed, sent or sent given by the proper party or parties. 108.

Administrative Agent’s Reliance, Etc. None of the Administrative 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, him, her or them under or in connection with this Agreement or the other Loan Documents, except for its, his, her or their own gross negligence or willful misconduct. Without limiting the foregoing, the Administrative Agent (a) may treat the payee of any Revolving Credit Term Loan Note as its holder until such Revolving Credit Term Loan Note has been assigned in accordance with Section 9.2 11.2 (Assignments and Participations), (b) may rely on the Register to the extent set forth in Section 2.7 2.4 (Evidence of Debt), (c) may consult with legal counsel (including counsel 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, (d) makes no warranty or representation to any Lender or Issuer and shall not be responsible to any Lender or Issuer for any statements, warranties or representations made by or on behalf of the Borrower or any of its Subsidiaries in or in connection with this Agreement or any other Loan Document, (e) shall not have any duty to ascertain or to inquire either as to the performance or observance of any term, covenant or condition of this Agreement or any other Loan Document, as to the financial condition of any Loan Party or as to the existence or possible existence of any Default or Event of Default, (f) shall not be responsible to any Lender or Issuer for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the attachment, perfection or priority of any 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 (g) 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 a telecopy or electronic mail) or any telephone message believed by it to be genuine and signed or sent by the proper party or parties. 108.

Administrative Agent’s Reliance, Etc. None of the Administrative 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, him, her or them under or in connection with this Agreement or the other Loan Documents, except for its, his, her or their own gross negligence or willful misconduct. Without limiting the foregoing, the Administrative 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 11.2 (Assignments and Participations), (b) may rely on the Register to the extent set forth in Section 2.7 (Evidence of Debt), (c) may consult with legal counsel (including counsel 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, (d) makes no warranty or representation to any Lender or Issuer and shall not be responsible to any Lender or Issuer for any statements, warranties or representations made by or on behalf of the Borrower or any of its Subsidiaries Group Member in or in connection with this Agreement or any other Loan Document, (e) shall not have any duty to ascertain or to inquire either as to the performance or observance of any term, covenant or condition of this Agreement or any other Loan Document, as to the financial condition of any Loan Party or as to the existence or possible existence of any Default or Event of Default, (f) shall not be responsible to any Lender or Issuer AMENDED AND RESTATED CREDIT AGREEMENT XXXXX HEALTHCARE CORPORATION for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the attachment, perfection or priority of any 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 (g) 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 a telecopy fax or electronic mail) or any telephone message believed by it to be genuine and signed or sent by the proper party or parties. 108.

Administrative Agent’s Reliance, Etc. None of the Administrative 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, him, her or them under or in connection with this Agreement or the other Loan Documents, except for its, his, her or their own gross negligence or willful misconductmisconduct (as determined in a final, non-appealable judgment of a court of competent jurisdiction). Without limiting the foregoing, the Administrative Agent (a) may treat the payee of any Revolving Credit Note as its holder until the Obligations represented by such Revolving Credit Note has have been assigned in accordance with Section 9.2 (Assignments and Participations)11.2, (b) may rely on the Register to the extent set forth in Section 2.7 (Evidence of Debt11.2(c), (c) may consult with legal counsel (including counsel 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, (d) makes no warranty or representation to any Lender or Issuer and shall not be responsible to any Lender or Issuer for any statements, warranties or representations made by or on behalf of the Borrower Holdings or any of its Subsidiaries in or in connection with this Agreement or any other Loan Document, (e) shall not have any duty to ascertain or to inquire either as to the performance or observance of any term, covenant or condition of this Agreement or any other Loan Document, as to the financial condition of any Loan Party or as to the existence or possible existence of any Default or Event of Default, (f) shall not be responsible to any Lender or Issuer for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the attachment, perfection or priority of any 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 (g) 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 a telecopy or electronic mail) or any telephone message believed by it to be genuine and signed or sent by the proper party or parties. 108any

Administrative Agent’s Reliance, Etc. None of the Administrative 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, him, her or them under or in connection with this Agreement or the other Loan Documents, except for its, his, her or their own gross negligence or willful misconduct. Without limiting the foregoing, the Administrative 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 11.2 (Assignments and Participations), (b) may rely on the Register to the extent set forth in Section 2.7 11.2(c) (Evidence of DebtAssignments and Participations), (c) may consult with legal counsel (including counsel 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, (d) makes no warranty or representation to any Lender or Issuer and shall not be responsible to any Lender or Issuer for any statements, warranties or representations made by or on behalf of the Borrower Holdings or any of its Subsidiaries in or in connection with this Agreement or any other Loan Document, (e) shall not have any duty to ascertain or to inquire either as to the performance or observance of any term, covenant or condition of this Agreement or any other Loan Document, as to the financial condition of any Loan Party or as to the existence or possible existence of any Default or Event of Default, (f) shall not be responsible to any Lender or Issuer for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the attachment, perfection or priority of any 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 (g) 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 a telecopy or electronic mail) or any telephone message believed by it to be genuine and signed or sent by the proper party or parties. 108.

Administrative Agent’s Reliance, Etc. None 98 Notwithstanding any other provisions of this Agreement or any other Loan Documents, neither the Administrative Agent, Agent nor any of its Affiliates or any of their respective directors, officers, agents agents, employees or employees counsel shall be liable for any action taken or omitted to be taken by it, him, her it or them under or in connection with this Agreement or the any other Loan DocumentsDocument, except for its, his, her its or their own gross negligence or willful misconductmisconduct as determined by a court of competent jurisdiction in a final, non-appealable judgment. Without limiting the generality of the foregoing, the Administrative Agent Agent: (a) may treat the payee of any Revolving Credit Note as its the holder thereof until the Administrative Agent receives written notice of the assignment or transfer thereof signed by such Revolving Credit Note has been assigned payee and in accordance with Section 9.2 (Assignments and Participations), form satisfactory to the Administrative Agent; (b) may rely on the Register to the extent set forth in Section 2.7 (Evidence of Debt), (c) may consult with legal counsel (including its own counsel to the Borrower or counsel for 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, ; (dc) makes no warranty or representation to any Lender or Issuer any other Person and shall not be responsible to any Lender or Issuer any other Person for any statements, warranties or representations made by or on behalf of the Borrower or any of its Subsidiaries Person in or in connection with this Agreement or any other Loan Document, ; (ed) shall not have any duty to ascertain or to inquire either as to the performance or observance of any termof the terms, covenant covenants or condition conditions of any of this Agreement or any other Loan Document, as to Document or the financial condition satisfaction of any conditions precedent under this Agreement or any Loan Party Document on the part of the Borrower or as other Persons (except for the delivery to the existence or possible existence it of any Default certificate or Event document specifically required to be delivered to it pursuant to Section 6.1) or inspect the property, books or records of Default, the Borrower or any other Person; (fe) shall not be responsible to any Lender or Issuer for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, of this Agreement or the attachment, perfection or priority of any Lien created or purported to be created under or in connection with, this Agreement, any other Loan Document or Document, any other instrument or document furnished pursuant hereto thereto or thereto any collateral covered thereby or the perfection or priority of any Lien in favor of the Administrative Agent on behalf of the Lenders in any such collateral; and (gf) 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 a telecopy by telephone, telecopy, or electronic mail) or any telephone message believed by it to be genuine and signed signed, sent or sent given by the proper party or parties. 108The Administrative Agent may execute any of its duties under the Loan Documents by or through agents, 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 and the other Lenders that 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 Requisite Lenders.

Administrative Agent’s Reliance, Etc. None of Neither the Administrative Agent, Agent nor any of its Affiliates or any of their respective directors, officers, agents agents, employees or employees counsel shall be liable for any action taken or omitted to be taken by it, him, her it or any of them under or in connection with this Agreement or the other Loan DocumentsAgreement, except for its, his, her its or their own gross negligence or willful misconduct. The Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by the Administrative Agent with reasonable care. Without limiting the generality of the foregoing, the Administrative Agent Agent: (a) may deem and treat the payee of any Revolving Credit Note as its the holder thereof for all purposes until such Revolving Credit Note has been assigned the Administrative Agent receives and accepts an Assignment Agreement executed in accordance with Section 9.2 (Assignments and Participations), 13.5.; (b) may rely on the Register to the extent set forth in Section 2.7 (Evidence of Debt), (c) may consult with and rely upon legal counsel (including its own counsel to 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, ; (dc) makes no warranty or representation to any Lender or Issuer any other Person and shall not be responsible to any Lender or Issuer any other Person for any statements, warranties or representations made by or on behalf of the Borrower or any of its Subsidiaries Person in or in connection with this Agreement or any other Loan Document, ; (ed) shall not have any duty to ascertain or to inquire either as to the performance or observance of any termof the terms, covenant covenants or condition conditions of any of this Agreement or any other Loan Document, as to Document or the financial condition satisfaction of any conditions precedent under this Agreement or any Loan Party Document on the part of the Borrower or as to other Persons or inspect the existence property, books or possible existence records of the Borrower or any Default or Event of Default, other Person; (fe) shall not be responsible to any Lender or Issuer for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, of this Agreement or the attachment, perfection or priority of any Lien created or purported to be created under or in connection with, this Agreement, any other Loan Document or Document, any other instrument or document furnished pursuant hereto thereto or thereto any Collateral covered thereby or the perfection or priority of any Lien in favor of the Administrative Agent on behalf of the Lenders in any such Collateral; and (gf) shall incur no liability under or in respect of this Agreement or any other Loan Document by acting upon (and shall be entitled to rely upon) any notice, consent, certificate certificate, instrument, writing or other instrument or writing communication (which writing may be a telecopy by telephone or electronic mailtelecopy) or any telephone message believed by it to be genuine and signed correct and signed, sent or sent given by or on behalf of the proper party Person or parties. 108Persons.

Administrative Agent’s Reliance, Etc. None of the Administrative 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, him, her or them under or in connection with this Agreement or the other Loan Documents, except for its, his, her or their own gross negligence or willful misconduct. Without limiting the foregoing, the Administrative 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 11.2 (Assignments and Participations), (b) may rely on the Register to the extent set forth in Section 2.7 11.2(c) (Evidence of DebtAssignments and Participations), (c) may consult with legal counsel (including counsel 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, (d) makes no warranty or representation to any Lender or Issuer and shall not be responsible to any Lender or Issuer for any statements, warranties or representations made by or on behalf of the Borrower or any of its Subsidiaries in or in connection with this Agreement or any other Loan Document, (e) shall not have any duty to ascertain or to inquire either as to the performance or observance of any term, covenant or condition of this Agreement or any other Loan Document, as to the financial condition of any Loan Party or as to the existence or possible existence of any Default or Event of Default, (f) shall not be responsible to any Lender or Issuer for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the attachment, 121 CREDIT AGREEMENT CONSTAR INTERNATIONAL INC. perfection or priority of any 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 (g) 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 a telecopy or electronic mail) or any telephone message believed by it to be genuine and signed or sent by the proper party or parties. 108.

Administrative Agent’s Reliance, Etc. None of the Administrative 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, him, her or them under or in connection with this Agreement or the other Loan Documents, except for its, his, her or their own gross negligence or willful misconduct. Without limiting the foregoing, the Administrative 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 11.2 (Assignments and Participations), (b) may rely on the Register to the extent set forth in Section 2.7 11.2(c) (Evidence of DebtAssignments and Participations), (c) may consult with legal counsel (including counsel 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 SECOND AMENDED AND RESTATED CREDIT AGREEMENT AVIALL SERVICES, INC. faith by it in accordance with the advice of such counsel, accountants or experts, (d) makes no warranty or representation to any Lender or Issuer and shall not be responsible to any Lender or Issuer for any statements, warranties or representations made by or on behalf of the Borrower or any of its Subsidiaries in or in connection with this Agreement or any other Loan Document, (e) shall not have any duty to ascertain or to inquire either as to the performance or observance of any term, covenant or condition of this Agreement or any other Loan Document, as to the financial condition of any Loan Party or as to the existence or possible existence of any Default or Event of Default, (f) shall not be responsible to any Lender or Issuer for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the attachment, perfection or priority of any 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 (g) 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 a telecopy or electronic mail) or any telephone message believed by it to be genuine and signed or sent by the proper party or parties. 108.

Administrative Agent’s Reliance, Etc. None of Neither the Administrative Agent, Agent nor 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, him, her it or them as Administrative Agent under or in connection with this Agreement or any of the other Loan Transaction Documents, except for itsits or their own gross negligence 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, his, her except for its or their own gross negligence or willful misconduct. Without 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 Register to the extent set forth in Section 2.7 (Evidence of Debt), (ci) may consult with legal counsel (including counsel to for the Borrower or any other Loan Partythe 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, ; (dii) makes no warranty or representation to any Lender or Issuer and shall not be responsible to any Lender or Issuer for any statements, warranties or representations made by or on behalf of the Borrower or any of its Subsidiaries in or in connection with this Agreement or any other Loan Document, Agreement; (eiii) shall not have any duty to ascertain or to inquire either as to the performance or observance of any termof the terms, covenant covenants or condition conditions of this Agreement or any of the other Loan DocumentTransaction Documents on the part of the Borrower, as the Transferor, or the Servicer or to inspect the financial condition property (including the books and records) of any Loan Party the Borrower, the Transferor, or as to the existence or possible existence of any Default or Event of Default, Servicer; (fiv) shall not be responsible to any Lender or Issuer for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the attachment, perfection or priority of any Lien created or purported to be created under or in connection with, this Agreement, any of the other Loan Document Transaction Documents or any other instrument or document furnished pursuant hereto or thereto thereto; and (gv) shall incur no liability under or in respect of this Agreement or any of the other Loan Document Transaction Documents by acting upon any noticenotice (including notice by telephone), consent, certificate or other instrument or writing (which writing may be a telecopy or electronic mailby facsimile) or any telephone message believed by it to be genuine and signed or sent by the proper party or parties. 108.

Administrative Agent’s Reliance, Etc. None of the Administrative 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, him, her or them under or in connection with this Agreement or the other Loan Documents, except for its, his, her or their own gross negligence or willful misconduct. Without limiting the foregoing, the Administrative 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 11.2(e) (Assignments and Participations), (b) may rely on the Register to the extent set forth in Section 2.7 (Evidence of Debt), (c) may consult with legal counsel (including counsel 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, (d) makes no warranty or representation to any Lender or Issuer and shall not be responsible to any Lender or Issuer for any statements, warranties or representations made by or on behalf of the Borrower or any of its Subsidiaries in or in connection with this Agreement or any other Loan Document, (e) shall not have any duty to ascertain or to inquire either as to the performance or observance of any term, covenant or condition of this Agreement or any other Loan Document, as to the financial condition of any Loan Party or as to the existence or possible existence of any Default or Event of Default, (f) shall not be responsible to any Lender or Issuer for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the attachment, perfection or priority of any 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 (g) 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 a telecopy or electronic mail) or any telephone message believed by it to be genuine and signed or sent by the proper party or parties. 108Credit Agreement Orbital Sciences Corporation

Administrative Agent’s Reliance, Etc. None of Neither the Administrative Agent, Agent nor 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, him, her it or them as Administrative Agent under or in connection with this Agreement or any of the other Loan Transaction Documents, except for its, his, her its or their own gross negligence or willful misconduct. Without 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 Register to the extent set forth in Section 2.7 (Evidence of Debt), (ci) may consult with legal counsel (including counsel to for the Borrower or any other 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, ; (dii) makes no warranty or representation to any Lender or Issuer and shall not be responsible to any Lender or Issuer for any statements, warranties or representations made by or on behalf of the Borrower or any of its Subsidiaries other Person in or in connection with this Agreement or any other Loan Document, Agreement; (eiii) shall not have any duty to ascertain or to inquire either as to the performance or observance of any termof the terms, covenant covenants or condition conditions of this Agreement or any of the other Loan Document, as to Transaction Documents on the financial condition part of any Loan Party of the Borrower, the Collateral Manager or as the Equity Investor or to inspect the existence or possible existence property (including the books and records) of any Default of the Borrower, the Collateral Manager or Event of Default, the Equity Investor; (fiv) shall not be responsible to any Lender or Issuer for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the attachment, perfection or priority of any Lien created or purported to be created under or in connection with, this Agreement, any of the other Loan Document Transaction Documents or any other instrument or document furnished pursuant hereto or thereto thereto; and (gv) shall incur no liability under or in respect of this Agreement or any of the other Loan Document Transaction Documents by acting upon any noticenotice (including notice by telephone), consent, certificate or other instrument or writing (which writing may be a telecopy or electronic mailby facsimile) or any telephone message believed by it to be genuine and signed or sent by the proper party or parties. 108The Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, the administration, submission or any other matter related to Daily Simple SOFR or other rates in the definition thereof or with respect to any USActive 57310676.6USActive 60324964.3 alternative or successor rate thereto, or replacement rate thereof, including without limitation, whether the composition or characteristics of any such alternative, successor or replacement reference rate, as it may or may not be adjusted pursuant to Section 12.1, will be similar to, or produce the same value or economic equivalence of Daily Simple SOFR, or have the same volume or liquidity as Daily Simple SOFR or any other Benchmark prior to its discontinuance or unavailability.

Administrative Agent’s Reliance, Etc. None of Neither the Administrative Agent, Agent nor any of its Affiliates or any of their 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, him, her or them under or in connection with this Agreement or the other Loan Documents, except for its, his, her or their own gross negligence or willful misconduct. Without limiting the foregoing, the Administrative Agent (a) may treat the payee of any Revolving Credit Note or Term Credit Note as its holder until such Revolving Credit Note or Term Credit Note, as applicable has been assigned in accordance with Section 9.2 (Assignments and Participations), 13.2; (b) may rely on the Register to the extent set forth in Section 2.7 (Evidence of Debt13.2(c), ; (c) may consult with legal counsel (including counsel 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, ; (d) makes no warranty or representation to any Lender or Issuer and shall not be responsible to any Lender or Issuer for any statements, warranties or representations made by or on behalf of the Borrower or any of its Subsidiaries in or in connection with this Agreement or any of the other Loan Document, Documents; (e) shall not have any duty to ascertain or to inquire either as to the performance or observance of any termof the terms, covenant covenants or condition conditions of this Agreement or any of the other Loan Document, as to Documents or the financial condition of any Loan Party Party, or as to the existence or possible existence of any Default or Event of Default, ; (f) shall not be responsible to any Lender or Issuer for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, of this Agreement or any of the attachment, perfection or priority of any Lien created or purported to be created under or in connection with, this Agreement, any other Loan Document Documents or any other instrument or document furnished pursuant hereto or thereto thereto; and (g) 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 writing may be a telecopy or electronic mailby telecopy) or any telephone message believed by it to be genuine and signed or sent by the proper party or parties. 108.

Administrative Agent’s Reliance, Etc. None of the Administrative 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, him, her or them under or in connection with this Agreement or the other Loan Documents, except for its, his, her or their own gross negligence or willful misconduct. Without limiting the foregoing, the Administrative 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 11.2 (Assignments and Participations), (b) may rely on the Register to the extent set forth in Section 2.7 11.2(c) (Evidence of DebtAssignments and Participations), (c) may consult with legal counsel (including counsel 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, (d) makes no warranty or representation to any Lender or Issuer and shall not be responsible to any Lender or Issuer for any statements, warranties or representations made by or on behalf of the Borrower or any of its Subsidiaries in or in connection with this Agreement or any other Loan Document, (e) shall not have any duty to ascertain or to inquire either as to the performance or observance of any term, covenant or condition of this Agreement or any other Loan Document, as to the financial condition of any Loan Party or as to the existence or possible existence of any Default or Event of Default, (f) shall not be responsible to any Lender or Issuer for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the attachment, perfection or priority of any 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 (g) 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 a telecopy or electronic mail) or any telephone message believed by it to be genuine and signed or sent by the proper party or parties. 108.

Administrative Agent’s Reliance, Etc. None of the Neither Administrative Agent, nor any of its Affiliates or any of their respective directors, officers, agents agents, employees, or employees representatives shall be liable for any action taken or omitted to be taken by it, him, her it or them under or in connection with this Agreement or the any other Loan DocumentsDocument, except for its, his, her its or their own gross negligence or willful misconduct. Without limiting limitation of the generality of the foregoing, the Administrative Agent (a) may treat the payee of any Revolving Credit Note as its the holder thereof until such Revolving Credit Note has been assigned in accordance with Section 9.2 (Assignments and Participations), Administrative Agent receives written notice of the Lender; (b) may rely on the Register to the extent set forth in Section 2.7 (Evidence of Debt), (c) may consult with legal counsel (including counsel to for the Borrower or any other Loan Partyof its Subsidiaries), independent public accountants accountants, and other experts selected by it 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, or experts, ; (dc) makes no warranty or representation to any Lender or Issuer and shall not be responsible to any Lender or Issuer for any statements, warranties warranties, or representations made by or on behalf of the Borrower or any of its Subsidiaries in or in connection with this Agreement or any other Loan Document, Documents; (ed) shall not have any duty to ascertain or to inquire either as to the performance or observance of any termof the terms, covenant covenants, or condition conditions of this Agreement or any other Loan Document, as to Documents on the financial condition part of any Loan Party obligor or as its Subsidiaries or to inspect the existence or possible existence property (including the books and records) of any Default obligor or Event of Default, its subsidiaries; (fe) shall not be responsible to any Lender or Issuer for the due execution, legality, validity, enforceability, genuineness, sufficiency sufficiency, or value of, or the attachment, perfection or priority of any Lien created or purported to be created under or in connection with, this Agreement, any other Loan Document Documents, or any other instrument or document furnished pursuant hereto or thereto hereto; and (gf) shall incur no liability under or in respect of this Agreement or any other Loan Document Documents by acting upon any notice, consent, certificate certificate, or other instrument or writing (which writing may be a telecopy or electronic mail) or any telephone message believed believe by it to be genuine and signed or sent by the proper party or parties. 108.

Administrative Agent’s Reliance, Etc. None of the Administrative 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, him, her or them under or in connection with this Agreement or the other Loan Documents, except for its, his, her or their own gross negligence or willful misconduct. Without limiting the foregoing, the Administrative 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 Register to the extent set forth in Section 2.7 2.5 (Evidence of Debt), (cb) may consult with legal counsel (including counsel 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, (dc) makes no warranty or representation to any Lender or Issuer and shall not be responsible to any Lender or Issuer for any statements, warranties or representations made by or on behalf of the Borrower Borrower, the Parent or any of its Subsidiaries in or in connection with this Agreement or any other Loan Document, (ed) shall not have any duty to ascertain or to inquire either as to the performance or observance of any term, covenant or condition of this Agreement or any other Loan Document, as to the financial condition of any Loan Party or as to the existence or possible existence of any Default or Event of Default, (fe) shall not be responsible to any Lender or Issuer for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the attachment, perfection or priority of any 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 (gf) 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 a telecopy or electronic mail) or any telephone message believed by it to be genuine and signed or sent by the proper party or parties. 10881 TERM LOAN AGREEMENT COLLECTIVE BRANDS FINANCE, INC.

Administrative Agent’s Reliance, Etc. None of Neither the Administrative Agent, Agent nor any of its Affiliates or any of their 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, him, her or them under or in connection with this Agreement or the other Loan Documents, except for its, his, her or their own gross negligence or willful misconduct. Without limiting the foregoing, the Administrative 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), SECTION 11.2; (b) may rely on the Register to the extent set forth in Section 2.7 (Evidence of DebtSECTION 11.2(C), ; (c) may consult with legal counsel (including counsel 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, ; (d) makes no warranty or representation to any Lender or Issuer and shall not be responsible to any Lender or Issuer for any statements, warranties or representations made by or on behalf of the Borrower or any of its Subsidiaries in or in connection with this Agreement or any of the other Loan Document, Documents; (e) shall not have any duty to ascertain or to inquire either as to the performance or observance of any termof the terms, covenant covenants or condition conditions of this Agreement or any of the other Loan Document, as to Documents or the financial condition of any Loan Party Party, or as to the existence or possible existence of any Default or Event of Default, ; (f) shall not be responsible to any Lender or Issuer for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the attachment, perfection or priority of any Lien created or purported to be created under or in connection with, this Agreement, Agreement or any of the other Loan Document Documents or any other instrument or document furnished pursuant hereto or thereto thereto; and (g) 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 writing may be a telecopy or electronic mailby telecopy) or any telephone message believed by it in good faith to be genuine and signed or sent by the proper party or parties. 108.

Administrative Agent’s Reliance, Etc. None of the Administrative 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, him, her or them under or in connection with this Agreement or the other Loan Documents, except for its, his, her or their own gross negligence or willful misconduct. Without limiting the foregoing, the Administrative Agent (a) may treat the payee of any Revolving Credit Note as its holder until such Revolving Credit Note has been assigned 85 Credit Agreement FMC Corporation in accordance with Section 9.2 11.2 (Assignments and Participations), (b) may rely on the Register to the extent set forth in Section 2.7 11.2(c) (Evidence of DebtAssignments and Participations), (c) may consult with legal counsel (including counsel 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, (d) makes no warranty or representation to any Lender or Issuer and shall not be responsible to any Lender or Issuer for any statements, warranties or representations made by or on behalf of the Borrower or any of its Subsidiaries in or in connection with this Agreement or any other Loan Document, (e) shall not have any duty to ascertain or to inquire either as to the performance or observance of any term, covenant or condition of this Agreement or any other Loan Document, as to the financial condition of any Loan Party or as to the existence or possible existence of any Default or Event of Default, (f) shall not be responsible to any Lender or Issuer for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the attachment, perfection or priority of any 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 (g) 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 a telecopy or electronic mail) or any telephone message believed by it to be genuine and signed or sent by the proper party or parties. 108.

Administrative Agent’s Reliance, Etc. None of the Administrative 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, him, her or them under or in connection with this Agreement or the other Loan Documents, except for its, his, her or their own gross negligence or willful misconduct. Without limiting the foregoing, the Administrative 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 11.2 (Assignments and Participations), (b) may rely on the Register to the extent set forth in Section 2.7 (Evidence of Debt), (c) may consult with legal counsel (including counsel 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, (d) makes no warranty or representation to any Lender or Issuer and shall not be responsible to any Lender or Issuer for any statements, warranties or representations made by or on behalf of the Borrower or any of its Subsidiaries Group Member in or in connection with this Agreement or any other Loan Document, (e) shall not have any duty to ascertain or to inquire either as to the performance or observance of any term, covenant or condition of this Agreement or any other Loan Document, as to the financial condition of any Loan Party or as to the existence or possible existence of any Default or Event of Default, (f) shall not be responsible to any Lender or Issuer for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the attachment, perfection or priority of any 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 (g) 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 a telecopy fax or electronic mail) or any telephone message believed by it to be genuine and signed or sent by the proper party or parties. 108133 AMENDED AND RESTATED CREDIT AGREEMENT XXXXX HEALTHCARE CORPORATION

Administrative Agent’s Reliance, Etc. None Notwithstanding any other provisions of this Agreement or any other Loan Documents, neither the Administrative Agent, Agent nor any of its Affiliates or any of their respective directors, officers, agents agents, employees or employees counsel shall be liable for any action taken or omitted to be not taken by it, him, her or them it under or in connection with this Agreement or the any other Loan DocumentsDocument, except for its, his, her its or their own gross negligence or willful misconductmisconduct in connection with its duties expressly set forth herein or therein. Without limiting the generality of the foregoing, the Administrative 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 Register to the extent set forth in Section 2.7 (Evidence of Debt), (c) Agent: may consult with legal counsel (including its own counsel to 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: (da) makes no any warranty or representation to any Lender or Issuer any other Person and shall not be responsible to any Lender or Issuer any other Person for any statementsstatement, warranties warranty or representations representation made or deemed made by or on behalf of the Borrower any Borrower, any other Loan Party or any of its Subsidiaries other Person in or in connection with this Agreement or any other Loan Document, ; (eb) shall not have any duty to ascertain or to inquire either as to the performance or observance of any termof the terms, covenant covenants or condition conditions of this Agreement or any other Loan Document, as to Document or the financial condition satisfaction of any conditions precedent under this Agreement or any Loan Party Document on the part of the Borrower or as to other Persons or inspect the existence property, books or possible existence records of the Borrower or any Default or Event of Default, other Person; (fc) shall not be responsible to any Lender or Issuer for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, of this Agreement or the attachment, perfection or priority of any Lien created or purported to be created under or in connection with, this Agreement, any other Loan Document or Document, any other instrument or document furnished pursuant hereto thereto or thereto any collateral covered thereby or the perfection or priority of any 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 warranties contained in any of the Loan Documents or any other document, instrument, agreement, certificate or statement delivered in connection therewith; and (ge) 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 writing may be a telecopy by telephone, facsimile or electronic mail) or any telephone message believed by it to be genuine and signed signed, sent or sent given by the proper party or parties. 108The Administrative Agent may execute any of its

Administrative Agent’s Reliance, Etc. None of Neither the Administrative Agent, Agent nor any of its Affiliates or any of their 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, him, her or them under or in connection with this Agreement or the other Loan Documents, except for its, his, her or their own gross negligence or willful misconduct. Without limiting the foregoing, the Administrative 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), 9.2; (b) may rely on the Register to the extent set forth in Section 2.7 (Evidence of Debt9.2(d), ; (c) may consult with legal counsel (including counsel 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, ; (d) makes no warranty or representation to any Lender or Issuer and shall not be responsible to any Lender or Issuer for any statements, warranties or representations made by or on behalf of the Borrower or any of its Subsidiaries in or in connection with this Agreement or any of the other Loan Document, Documents; (e) shall not have any duty to ascertain or to inquire either as to the performance or observance of any termof the terms, covenant covenants or condition conditions of this Agreement or any of the other Loan Document, as to Documents or the financial condition of any Loan Party Party, or as to the existence or possible existence of any Default or Event of Default, ; (f) shall not be responsible to any Lender or Issuer for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the attachment, perfection or priority of any Lien created or purported to be created under or in connection with, this Agreement, Agreement or any of the other Loan Document Documents or any other instrument or document furnished pursuant hereto or thereto thereto; and (g) 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 writing may be a by telecopy or electronic mail) or any telephone message believed by it to be genuine and signed or sent by the proper party or parties. 108.

Administrative Agent’s Reliance, Etc. None of the Administrative 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, him, her or them under or in connection with this Agreement or the other Loan Documents, except for its, his, her or their own gross negligence or willful misconduct. Without limiting the foregoing, the Administrative 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 2.6 (Assignments and ParticipationsEvidence of Debt), (b) may rely on the Register to the extent set forth in Section 2.7 10.2(c) (Evidence of DebtAssignments and Participations), (c) may consult with legal counsel (including counsel 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, (d) makes no warranty or representation to any Lender or Issuer and shall not be responsible to any Lender or Issuer for any statements, warranties or representations made by or on behalf of the Borrower or any of its Subsidiaries in or in connection with this Agreement or any other Loan Document, (e) shall not have any duty to ascertain or to inquire either as to the performance or observance of any term, covenant or condition of this Agreement or any other Loan Document, as to the financial condition of any Loan Party or as to the existence or possible existence of any Default or Event of Default, (f) shall not be responsible to any Lender or Issuer for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the attachment, perfection or priority of any 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 (g) 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 a telecopy or electronic mail) or any telephone message believed by it to be genuine and signed or sent by the proper party or parties. 10857 CREDIT AGREEMENT AMKOR TECHNOLOGY, INC.

Administrative Agent’s Reliance, Etc. None of the Administrative 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 AMENDED AND RESTATED CREDIT AGREEMENT XXXXX HEALTHCARE CORPORATION by it, him, her or them under or in connection with this Agreement or the other Loan Documents, except for its, his, her or their own gross negligence or willful misconduct. Without limiting the foregoing, the Administrative 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 11.2 (Assignments and Participations), (b) may rely on the Register to the extent set forth in Section 2.7 (Evidence of Debt), (c) may consult with legal counsel (including counsel 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, (d) makes no warranty or representation to any Lender or Issuer and shall not be responsible to any Lender or Issuer for any statements, warranties or representations made by or on behalf of the Borrower or any of its Subsidiaries Group Member in or in connection with this Agreement or any other Loan Document, (e) shall not have any duty to ascertain or to inquire either as to the performance or observance of any term, covenant or condition of this Agreement or any other Loan Document, as to the financial condition of any Loan Party or as to the existence or possible existence of any Default or Event of Default, (f) shall not be responsible to any Lender or Issuer for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the attachment, perfection or priority of any 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 (g) 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 a telecopy fax or electronic mail) or any telephone message believed by it to be genuine and signed or sent by the proper party or parties. 108.

Administrative Agent’s Reliance, Etc. None of the Administrative 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, him, her or them under or in connection with this Agreement or the EXHIBIT 10.1 ANNEX A other Loan Documents, except for its, his, her or their own gross negligence or willful misconduct. Without limiting the foregoing, the Administrative 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 10.2 (Assignments and Participations), (b) may rely on the Register to the extent set forth in Section 2.7 2.6 (Evidence of Debt), (c) may consult with legal counsel (including counsel to the Borrower 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, (d) makes no warranty or representation to any Lender or Issuer and shall not be responsible to any Lender or Issuer for any statements, warranties or representations made by or on behalf of the Borrower Guarantor, the Borrowers or any of its the Borrowers’ Subsidiaries in or in connection with this Agreement or any other Loan Document, (e) shall not have any duty to ascertain or to inquire either as to the performance or observance of any term, covenant or condition of this Agreement or any other Loan Document, as to the financial condition of any Loan Party or as to the existence or possible existence of any Default or Event of Default, (f) shall not be responsible to any Lender or Issuer for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the attachment, perfection or priority of any 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 (g) 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 a telecopy or electronic mail) or any telephone message believed by it to be genuine and signed or sent by the proper party or parties. 108.

Administrative Agent’s Reliance, Etc. None of Neither the Administrative Agent, Agent nor any of its Affiliates or any of their respective directors, officers, agents or employees employees, shall be liable for any action taken or omitted to be taken by it, him, her it or them under or in connection with this Agreement the Loan Documents or the other Loan Documentsany L/C, except for its, his, her its or their own gross negligence or willful misconduct. Without limiting limitation of the generality of the foregoing, the Administrative Agent Agent: (ai) may treat the payee of any Revolving Credit Note as its the holder thereof until the Administrative Agent receives and accepts an Assignment and Acceptance entered into by the Lender that is the payee of such Revolving Credit Note has been assigned in accordance with Section 9.2 (Assignments Note, as assignor, and Participations)an Eligible Assignee, (b) may rely on the Register to the extent set forth as assignee, as provided in Section 2.7 8.07; (Evidence of Debt), (cii) may consult with legal counsel (including counsel to for the Borrower or any other 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, ; (diii) makes no warranty or representation to any Lender or Issuer and shall not be responsible to any Lender or Issuer for any statements, warranties or representations (whether written or oral) made by or on behalf of the Borrower or any of its Subsidiaries in or in connection with this Agreement the Loan Documents or any other Loan Document, L/C; (eiv) shall not have any duty to ascertain or to inquire either as to the performance or observance of any termof the terms, covenant covenants or condition conditions of this Agreement the Loan Documents or any other Loan Document, as L/C on the part of the Borrower or to inspect the financial condition property (including the books and records) of any Loan Party or as to the existence or possible existence of any Default or Event of Default, Borrower; (fv) shall not be responsible to any Lender or Issuer for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the attachment, perfection or priority of any Lien lien or security interest created or purported to be created under or in connection with, this Agreementwith the Loan Documents, any other Loan Document L/C or any other instrument or document furnished pursuant hereto or thereto hereto; and (gvi) shall incur no liability under or in respect of this Agreement the Loan Documents or any other Loan Document L/C by acting upon any notice, consent, certificate or other instrument or writing (which writing may be a telecopy by telecopier, telegram, cable or electronic mailtelex) or any telephone message believed by it to be genuine and signed or sent by the proper party or parties. 108.

Administrative Agent’s Reliance, Etc. None of the Administrative 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, him, her or them under or in connection with this Agreement or the other Loan Documents, except for its, his, her or their own gross negligence or willful misconduct. Without limiting the foregoing, the Administrative 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 11.2(e) (Assignments and Participations), (b) may rely on the Register to the extent set forth in Section 2.7 (Evidence of Debt), (c) may consult with legal counsel (including counsel to the Borrower 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, (d) makes no warranty or representation to any Lender or Issuer and shall not be responsible to any Lender or Issuer for any statements, warranties or representations made by or on behalf of the any Borrower or any of its Subsidiaries in or in connection with this Agreement or any other Loan Document, (e) shall not have any duty to ascertain or to inquire either as to the performance or observance of any term, covenant or condition of this Agreement or any other Loan Document, as to the financial condition of any Loan Party or as to the existence or possible existence of any Default or Event of Default, (f) shall not be responsible to any Lender or Issuer for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the attachment, perfection or priority of any 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 (g) 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 a telecopy or electronic mail) or any telephone message believed by it to be genuine and signed or sent by the proper party or parties. 108106 Credit Agreement Affiliated Computer Services, Inc.

Administrative Agent’s Reliance, Etc. None of the Administrative Agent, Agent or any of its Affiliates or any of their respective Affiliates, directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it, him, her or them under or in connection with this Agreement or the other Loan Documents, except for its, his, her or their own gross negligence or willful misconduct. Without limiting the foregoing, the Administrative 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 11.2(e) (Assignments and Participations), (b) may rely on the Register to the extent set forth in Section 2.7 (Evidence of Debt), (c) may consult with legal counsel (including counsel 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, (d) makes no warranty or representation to any Lender or Issuer and shall not be responsible to any Lender or Issuer for any statements, warranties or representations made by or on behalf of the Borrower Company or any of its Subsidiaries in or in connection with this Agreement or any other Loan Document, (e) shall not have any duty to ascertain or to inquire either as to the performance or observance of any term, covenant or condition of this Agreement or any other Loan Document, as to the financial condition of any Loan Party or as to the existence or possible existence of any Default or Event of Default, (f) shall not be responsible to any Lender or Issuer for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the attachment, perfection or priority of any 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 (g) 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 a telecopy or electronic mail) or any telephone message believed by it to be genuine and signed or sent by the proper party or parties. 108.

Administrative Agent’s Reliance, Etc. None of the Administrative 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, him, her or them under or in connection with this Agreement or the other Loan Documents, except for its, his, her or their own gross negligence or willful misconduct. Without limiting the foregoing, the Administrative 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 10.2 (Assignments and Participations), (b) may rely on the Register to the extent set forth in Section 2.7 2.6 (Evidence of Debt), (c) may consult with legal counsel (including counsel to the Borrower 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, (d) makes no warranty or representation to any Lender or Issuer and shall not be responsible to any Lender or Issuer for any statements, warranties or representations made by or on behalf of the Borrower MLP, the Borrowers or any of its the Borrowers’ Subsidiaries in or in connection with this Agreement or any other Loan Document, (e) shall not have any duty to ascertain or to inquire either as to the performance or observance of any term, covenant or condition of this Agreement or any other Loan Document, as to the financial condition of any Loan Party or as to the existence or possible existence of any Default or Event of Default, (f) shall not be responsible to any Lender or Issuer for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the attachment, perfection or priority of any 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 (g) 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 a telecopy or electronic mail) or any telephone message believed by it to be genuine and signed or sent by the proper party or parties. 108.

Administrative Agent’s Reliance, Etc. None Notwithstanding any other provisions of this Agreement or any other Loan Documents, neither the Administrative Agent, Agent nor any of its Affiliates or any of their respective directors, officers, agents agents, employees or employees counsel shall be liable for any action taken or omitted to be taken by it, him, her it or them under or in connection with this Agreement or the any other Loan DocumentsDocument, except for its, his, her its or their own gross negligence or willful misconductmisconduct as determined by a court of competent jurisdiction in a final, non-appealable judgment. Without limiting the generality of the foregoing, the Administrative Agent Agent: (a) may treat the payee of any Revolving Credit Note as its the holder thereof until the Administrative Agent receives written notice of the assignment or transfer thereof signed by such Revolving Credit Note has been assigned payee and in accordance with Section 9.2 (Assignments and Participations), form satisfactory to the Administrative Agent; (b) may rely on the Register to the extent set forth in Section 2.7 (Evidence of Debt), (c) may consult with legal counsel (including its own counsel to the Borrower or counsel for 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, ; (dc) makes no warranty or representation to any Lender or Issuer any other Person and shall not be responsible to any Lender or Issuer any other Person for any statements, warranties or representations made by or on behalf of the Borrower or any of its Subsidiaries Person in or in connection with this Agreement or any other Loan Document, ; (ed) shall not have any duty to ascertain or to inquire either as to the performance or observance of any termof the terms, covenant covenants or condition conditions of any of this Agreement or any other Loan Document, as to Document or the financial condition satisfaction of any conditions precedent under this Agreement or any Loan Party Document on the part of the Borrower or as other Persons (except for the delivery to the existence or possible existence it of any Default certificate or Event document specifically required to be delivered to it pursuant to Section 6.1) or inspect the property, books or records of Default, the Borrower or any other Person; (fe) shall not be responsible to any Lender or Issuer for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, of this Agreement or the attachment, perfection or priority of any Lien created or purported to be created under or in connection with, this Agreement, any other Loan Document or Document, any other instrument or document furnished pursuant hereto thereto or thereto any collateral covered thereby or the perfection or priority of any Lien in favor of the Administrative Agent on behalf of the Lenders in any such collateral; and (gf) 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 a telecopy by telephone, telecopy, or electronic mail) or any telephone message believed by it to 114 be genuine and signed signed, sent or sent given by the proper party or parties. 108The Administrative Agent may execute any of its duties under the Loan Documents by or through agents, 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 and the other Lenders that 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 Requisite Lenders.

Administrative Agent’s Reliance, Etc. None of the Administrative 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, him, her or them under or in connection with this Agreement or the other Loan Documents, except for its, his, her or their own gross negligence or willful misconduct. Without limiting the foregoing, the Administrative 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 11.2 (Assignments and Participations), (b) may rely on the Register to the extent set forth in Section 2.7 (Evidence of Debt), (c) may consult with legal counsel (including counsel 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, (d) makes no warranty or representation to any Lender or Issuer and shall not be responsible to any Lender or Issuer for any statements, warranties or representations made by or on behalf of the Borrower or any of its Subsidiaries Group Member in or in connection with this Agreement or any other Loan Document, (e) shall not have any duty to ascertain or to inquire either as to the performance or observance of any term, covenant or condition of this Agreement or any other Loan Document, as to the financial condition of any Loan Party or as to the existence or possible existence of any Default or Event of Default, (f) shall not be responsible to any Lender or Issuer for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the attachment, perfection or priority of any 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 (g) 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 a telecopy fax or electronic mail) or any telephone message believed by it to be genuine and signed or sent by the proper party or parties. 108125 AMENDED AND RESTATED CREDIT AGREEMENT XXXXX HEALTHCARE CORPORATION

Administrative Agent’s Reliance, Etc. None of the Administrative 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, him, her or them under or in connection with this Agreement or the other Loan Documents, except for its, his, her or their own gross negligence or willful misconduct. Without limiting the foregoing, the Administrative 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 11.2 (Assignments and Participations), (b) may rely on the Register to the extent set forth in Section 2.7 11.2(c) (Evidence of DebtAssignments and Participations), (c) may consult with legal counsel (including counsel 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, (d) makes no warranty or representation to any Lender or Issuer and shall not be responsible to any Lender or Issuer for any statements, warranties or representations made by or on behalf of the Borrower or any of its Subsidiaries in or in connection with this Agreement or any other Loan Document, (e) shall not have any duty to ascertain or to inquire either as to the performance or observance of any term, covenant or condition of this Agreement or any other Loan Document, as to the financial condition of any Loan Party or as to the existence or possible existence of any Default or Event of Default, (f) shall not be responsible to any Lender or Issuer for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the attachment, perfection or priority of any 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 (g) 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 CREDIT AGREEMENT CONSTAR INTERNATIONAL INC. writing (which writing may be a telecopy or electronic mail) or any telephone message believed by it to be genuine and signed or sent by the proper party or parties. 108.

Administrative Agent’s Reliance, Etc. None Notwithstanding any other provisions of this Agreement or any other Loan Documents, neither the Administrative Agent, Agent nor any of its Affiliates or any of their respective directors, officers, agents agents, employees or employees counsel shall be liable for any action taken or omitted to be taken by it, him, her it or them under or in connection with this Agreement or the any other Loan DocumentsDocument, except for its, his, her its or their own gross negligence or willful misconductmisconduct as determined by a court of competent jurisdiction in a final, non-appealable judgment. Without limiting the generality of the foregoing, the Administrative Agent Agent: (a) may treat the payee of any Revolving Credit Term Note as its the holder thereof until the Administrative Agent receives written notice of the assignment or transfer thereof signed by such Revolving Credit Note has been assigned payee and in accordance with Section 9.2 (Assignments and Participations), form satisfactory to the Administrative Agent; (b) may rely on the Register to the extent set forth in Section 2.7 (Evidence of Debt), (c) may consult with legal counsel (including its own counsel to the Borrower or counsel for 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, ; (dc) makes no warranty or representation to any Lender or Issuer any other Person and shall not be responsible to any Lender or Issuer any other Person for any statements, warranties or representations made by or on behalf of the Borrower or any of its Subsidiaries Person in or in connection with this Agreement or any other Loan Document, ; (ed) shall not have any duty to ascertain or to inquire either as to the performance or observance of any termof the terms, covenant covenants or condition conditions of any of this Agreement or any other Loan Document, as to Document or the financial condition satisfaction of any conditions precedent under this Agreement or any Loan Party Document on the part of the Borrower or as other Persons (except for the delivery to the existence or possible existence it of any Default certificate or Event document specifically required to be delivered to it pursuant to Section 6.1) or inspect the property, books or records of Default, the Borrower or any other Person; (fe) shall not be responsible to any Lender or Issuer for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, of this Agreement or the attachment, perfection or priority of any Lien created or purported to be created under or in connection with, this Agreement, any other Loan Document or Document, any other instrument or document furnished pursuant hereto thereto or thereto any collateral covered thereby or the perfection or priority of any Lien in favor of the Administrative Agent on behalf of the Lenders in any such collateral; and (gf) 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 a telecopy by telephone, telecopy, or electronic mail) or any telephone message believed by it to be genuine and signed signed, sent or sent given by the proper party or parties. 108The Administrative Agent may execute any of its duties under the Loan Documents by or through agents, 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 and the other Lenders that 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 Requisite Lenders.

Administrative Agent’s Reliance, Etc. None Notwithstanding any other provisions of this Agreement or any other Loan Documents, neither the Administrative Agent, Agent nor any of its Affiliates or any of their respective directors, officers, agents agents, employees or employees counsel shall be liable to any Bank for any action taken or omitted to be taken by it, him, her it or them under or in connection with this Agreement or the other Loan DocumentsAgreement, except for its, his, her its or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, the Administrative Agent Agent: (a) may treat the payee of any Revolving Credit Note as its the holder thereof until the Administrative Agent receives written notice of the assignment or transfer thereof signed by such Revolving Credit Note has been assigned payee and in accordance with Section 9.2 (Assignments and Participations), form satisfactory to the Administrative Agent; (b) may rely on the Register to the extent set forth in Section 2.7 (Evidence of Debt), (c) may consult with legal counsel (including its own counsel to the Borrower or any other Loan Partycounsel for 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, ; (dc) makes no warranty or representation to any Lender Bank or Issuer any other Person and shall not be responsible to any Lender Bank or Issuer any other Person for any statements, warranties or representations made by or on behalf of the Borrower or any of its Subsidiaries Person in or in connection with this Agreement or any other Loan Document, ; (ed) shall not have any duty to ascertain or to inquire either as to the performance or observance of any termof the terms, covenant covenants or condition conditions of any of this Agreement or any other Loan Document, as to Document or the financial condition satisfaction of any conditions precedent under this Agreement or any Loan Party Document on the part of Borrower or as to other persons or entities or inspect the existence property, books or possible existence records of Borrower or any Default or Event of Default, other Person; (fe) shall not be responsible to any Lender or Issuer Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, of this Agreement or the attachment, perfection or priority of any Lien created or purported to be created under or in connection with, this Agreement, any other Loan Document or Document, any other instrument or document furnished pursuant hereto thereto or thereto any collateral covered thereby or the perfection or priority of any lien in favor of the Administrative Agent on behalf of the Banks in any such collateral; and (gf) shall incur no liability to any Bank 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 a telecopy by telephone or electronic mailtelecopy) or any telephone message believed by it to be genuine and signed signed, sent or sent given by the proper party or parties. 108.

Administrative Agent’s Reliance, Etc. None of Neither the Administrative Agent, nor any of its Affiliates or any of their 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, him, her or them under or in connection with this Agreement or the other Loan Documents, except for its, his, her or their own gross negligence or willful wilful misconduct. Without limiting limitation of the generality of the foregoing, the Administrative Agent (a) may treat the payee of any Revolving Credit Note as its the holder thereof until such Revolving Credit Note note has been assigned in accordance with Section 9.2 (Assignments and Participations)11.7, (b) may rely on the Register to the extent set forth in Section 2.7 (Evidence of DebtSubsection 11.7(c), (c) may consult with legal counsel (including including, without limitation, counsel to the Borrower Company 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, (d) makes no warranty or representation to any Lender or Issuer and shall not be responsible to any Lender or Issuer for any statements, warranties or representations made by or on behalf of the Borrower or any of its Subsidiaries in or in connection with this Agreement or any of the other Loan DocumentDocuments, (e) shall not have any duty to ascertain or to inquire either as to the performance or observance of any termof the terms, covenant covenants or condition conditions of this Agreement or any of the other Loan Document, as to Documents on the financial condition part of the Company or any other Loan Party or as to inspect the existence property (including, without limitation, the books and records) of the Company or possible existence of any Default or Event of Defaultother Loan Party, (f) shall not be responsible to any Lender or Issuer for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, of this Agreement or any of the attachment, perfection or priority of any Lien created or purported to be created under or in connection with, this Agreement, any other Loan Document Documents or any other instrument or document furnished pursuant hereto or thereto thereto, and (g) 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 writing may be a telecopy by telegram, cable, telex or electronic mailfacsimile transmission) or any telephone message believed by it to be genuine and signed or sent by the proper party or parties. 108.

Administrative Agent’s Reliance, Etc. None of the Administrative 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, him, her or them under or in connection with this Agreement or the other Loan Documents, except for its, his, her or their own gross negligence or willful misconduct. Without limiting the foregoing, the Administrative 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 11.2 (Assignments and Participations), (b) may rely on the Register to the extent set forth in Section 2.7 11.2(c) (Evidence of DebtAssignments and Participations), (c) may consult with legal counsel (including counsel 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, (d) makes no warranty or representation to any 103 Lender or Issuer and shall not be responsible to any Lender or Issuer for any statements, warranties or representations made by or on behalf of the Borrower or any of its Subsidiaries in or in connection with this Agreement or any other Loan Document, (e) shall not have any duty to ascertain or to inquire either as to the performance or observance of any term, covenant or condition of this Agreement or any other Loan Document, as to the financial condition of any Loan Party or as to the existence or possible existence of any Default or Event of Default, (f) shall not be responsible to any Lender or Issuer for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the attachment, perfection or priority of any 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 (g) 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 a telecopy or electronic mail) or any telephone message believed by it to be genuine and signed or sent by the proper party or parties. 108.

Administrative Agent’s Reliance, Etc. None of the Administrative 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, him, her or them under or in connection with this Agreement or the other Loan Documents, except for its, his, her or their own gross negligence or willful misconduct. Without limiting the foregoing, the Administrative 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 11.2 (Assignments and Participations), (b) may rely on the Register to the extent set forth in Section 2.7 11.2(c) (Evidence of DebtAssignments and Participations), (c) may consult with legal counsel (including counsel 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, (d) makes no warranty or representation to any Lender or Issuer and shall not be responsible to any Lender or Issuer for any statements, warranties or representations made by or on behalf of the Borrower or any of its Subsidiaries in in, or in connection with with, this Agreement or any of the other Loan Document, (e) shall not have any duty to ascertain or to inquire either as to (i) the performance or observance of any term, covenant or condition of this Agreement or any other Loan Document, as to (ii) the financial condition of any Loan Party or as to (iii) the existence or possible existence of any Default or Event of Default, (f) shall not be responsible to any Lender or Issuer for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the attachment, perfection or priority of any Lien created or purported to be created under or in connection with, this Agreement, Agreement or any other Loan Document or any other instrument or document furnished pursuant hereto or thereto and (g) shall NATIONAL STEEL CORPORATION CREDIT AGREEMENT 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 a telecopy or electronic mail) or any telephone message believed by it to be genuine and signed or sent by the proper party or parties. 108.

Administrative Agent’s Reliance, Etc. None of Neither the Administrative Agent, Agent nor 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, him, her it or them under or in connection with this Agreement or the other any Loan DocumentsDocument, except for its, his, her its or their own gross negligence or willful wilful misconduct. Without limiting limitation of the generality of the foregoing, the Administrative Agent Agent: (ai) may treat the payee of any Revolving Credit Note as its the holder thereof until the Administrative Agent receives and accepts a Lender Assignment entered into by the Lender which is the payee of such Revolving Credit Note has been assigned in accordance with Section 9.2 (Assignments Note, as assignor, and Participations)an assignee, (b) may rely on the Register to the extent set forth as provided in Section 2.7 10.07; (Evidence of Debt), (cii) may consult with legal counsel (including counsel to for the Borrower or any other 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, ; (diii) makes no warranty or representation to any Lender or Issuer and shall not be responsible to any Lender for the Information Memorandum or Issuer for any other statements, warranties or representations made by or on behalf of the Borrower or any of its Subsidiaries in or in connection with this Agreement or any other Loan Document, ; (eiv) shall not have any duty to ascertain or to inquire either as to the performance or observance of any termof the terms, covenant covenants or condition of this Agreement or any other Loan Document, as to the financial condition conditions of any Loan Party Document on the part of the Borrower to be performed or as observed, or to inspect any property (including the existence or possible existence books and records) of any Default or Event of Default, the Borrower; (fv) shall not be responsible to any Lender or Issuer for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the attachment, perfection or priority of any Lien created or purported to be created under or in connection withLoan Document, this Agreement, any other Loan Document Significant Contract or any other instrument or document furnished pursuant hereto or thereto hereto; and (gvi) 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 a telecopy by telegram, cable or electronic mailtelex) or any telephone message believed by it to be genuine and signed or sent by the proper party or parties. 108.

Administrative Agent’s Reliance, Etc. None of the Administrative 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, him, her or them under or in connection with this Agreement or the other Loan Documents, except for its, his, her or their own gross negligence or willful misconduct. Without limiting the foregoing, the Administrative 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 10.2 (Assignments and Participations), (b) may rely on the Register to the extent set forth in Section 2.7 2.6 (Evidence of Debt), (c) may consult with legal counsel (including counsel to the Borrower 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, (d) makes no warranty or representation to any Lender or Issuer and shall not be responsible to any Lender or Issuer for any statements, warranties or representations made by or on behalf of the Borrower MLP, the Borrowers or any of its the Borrowers’ Subsidiaries in or in connection with this Agreement or any other Loan Document, (e) shall not have any duty to ascertain or to inquire either as to the performance or observance of any term, covenant or condition of this Agreement or any other Loan Document, as to the financial condition of any Loan Party or as to the existence or possible existence of any Default or Event of Default, (f) shall not be responsible to any Lender or Issuer for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the attachment, perfection or priority of any 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 (g) 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 a telecopy or electronic mail) or any telephone message believed by it to be genuine and signed or sent by the proper party or parties. 108Exhibit 10.2 BWP 10-Q 06/30/2009 Exhibit 10.2 -----

Administrative Agent’s Reliance, Etc. None Notwithstanding any other provisions of this Agreement or any other Loan Documents, neither the Administrative Agent, Agent nor any of its Affiliates or any of their respective directors, officers, agents agents, employees or employees counsel shall be liable for any action taken or omitted to be not taken by it, him, her or them it under or in connection with this Agreement or the any other Loan DocumentsDocument, except for its, his, her its or their own gross negligence or willful misconductmisconduct in connection with its duties expressly set forth herein or therein. Without limiting the generality of the foregoing, the Administrative 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 Register to the extent set forth in Section 2.7 (Evidence of Debt), (c) Agent: may consult with legal counsel (including its own counsel to 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 146 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: (da) makes no any warranty or representation to any Lender or Issuer any other Person and shall not be responsible to any Lender or Issuer any other Person for any statementsstatement, warranties warranty or representations representation made or deemed made by or on behalf of the Borrower any Borrower, any other Loan Party or any of its Subsidiaries other Person in or in connection with this Agreement or any other Loan Document, ; (eb) shall not have any duty to ascertain or to inquire either as to the performance or observance of any termof the terms, covenant covenants or condition conditions of this Agreement or any other Loan Document, as to Document or the financial condition satisfaction of any conditions precedent under this Agreement or any Loan Party Document on the part of the Borrower or as to other Persons or inspect the existence property, books or possible existence records of the Borrower or any Default or Event of Default, other Person; (fc) shall not be responsible to any Lender or Issuer for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, of this Agreement or the attachment, perfection or priority of any Lien created or purported to be created under or in connection with, this Agreement, any other Loan Document or Document, any other instrument or document furnished pursuant hereto thereto or thereto any collateral covered thereby or the perfection or priority of any 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 warranties contained in any of the Loan Documents or any other document, instrument, agreement, certificate or statement delivered in connection therewith; and (ge) 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 writing may be a telecopy by telephone, facsimile or electronic mail) or any telephone message believed by it to be genuine and signed signed, sent or sent given by the proper party or parties. 108The Administrative Agent may execute any of its duties under the Loan Documents by or through agents, employees or attorneys-in-fact and shall not be responsible for the negligence or misconduct of any agent or attorney-in-fact that it selects in the absence of gross negligence or willful misconduct.

Administrative Agent’s Reliance, Etc. None of Neither the Administrative Agent, Agent nor 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 (including the Administrative Agent’s own negligence) by it, him, her it or them under or in connection with this Agreement or the other Loan Credit Documents, except for its, his, her its or their own gross negligence or willful misconduct. Without limiting limitation of the generality of the foregoing, the Administrative Agent Agent: (a) may treat the payee of any Revolving Credit Note as its the holder thereof until the Administrative Agent receives written notice of the assignment or transfer thereof signed by such Revolving Credit Note has been assigned payee and in accordance with Section 9.2 (Assignments and Participations), form satisfactory to the Administrative Agent; (b) may rely on the Register to the extent set forth in Section 2.7 (Evidence of Debt), (c) may consult with legal counsel (including counsel to the Borrower or any other Loan PartyCompany), 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, ; (dc) makes no warranty or representation to any Lender or Issuer and shall not be responsible to any Lender or Issuer for any statements, warranties or representations made by or on behalf of the Borrower or any of its Subsidiaries in or in connection with this Agreement or any the other Loan Document, Credit Documents; (ed) shall not have any duty to ascertain or to inquire either as to the performance or observance of any termof the terms, covenant covenants or condition conditions of this Agreement or any other Loan Document, as Credit Document on the part of the Company or its Subsidiaries or to inspect the financial condition property (including the books and records) of any Loan Party the Company or as to the existence or possible existence of any Default or Event of Default, its Subsidiaries; (fe) shall not be responsible to any Lender or Issuer for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the attachment, perfection or priority of any Lien created or purported to be created under or in connection with, this Agreement, any other Loan Document Agreement or any other instrument or document furnished pursuant hereto or thereto and Credit Document; (gf) shall incur no liability under or in respect of this Agreement or any other Loan Credit Document by acting upon any notice, consent, certificate or other instrument or writing (which writing may be a telecopy by telecopier, telegram, cable or electronic mailtelex) or any telephone message believed by it to be genuine and signed or sent by the proper party or parties. 108; and (g) shall not, except as expressly set forth herein and in the other Credit Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Company or any of its Affiliates that is communicated to or obtained by the Person serving as the Administrative Agent or any of its Affiliates in any capacity.

Administrative Agent’s Reliance, Etc. None of Neither the Administrative Agent, Agent nor any of its Affiliates or any of their respective directors, officers, agents affiliates, agents, or employees shall be liable for any action taken or omitted to be taken by it, him, her it or them under or in connection with this Agreement or the other Loan Documents, except for its, his, her its or their own gross negligence or willful misconduct. The Administrative Agent shall not by reason of this Agreement or any other Loan Document be deemed to have a fiduciary relationship in respect of any Bank, any Credit Party, or any other Person. Without limiting the generality of 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 Register to the extent set forth in Section 2.7 (Evidence of Debt), (c) may consult with legal counsel (including counsel to the Borrower or for any other Loan Credit Party), independent public accountants 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 accountants, or experts, ; (db) makes no warranty or representation to any Lender or Issuer Bank and shall not be responsible to any Lender or Issuer Bank for any statementsstatement, warranties warranty, or representations representation (whether written or oral) made by or on behalf of the Borrower or any of its Subsidiaries in or in connection with this Agreement or any other the Loan Document, Documents; (ec) shall not have any duty to ascertain or to inquire either as to the performance or observance of any termof the terms, covenant covenants, or condition of this Agreement or any other Loan Document, as to the financial condition conditions of any Loan Document on the part of any Credit Party or as to any Subsidiary or the existence or possible existence of any Default or Event the business, operations, condition (financial or otherwise) or prospects of Default, any Credit Party or any Subsidiary or any other Person or to inspect the property (fincluding the books and records) of any Credit Party or any Subsidiary; (d) shall not be responsible to any Lender or Issuer Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency sufficiency, or value of, or the attachment, perfection or priority of any 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 thereto; (e) shall not be responsible for insuring any Collateral, for the payment of any taxes, charges, assessments or Liens upon any Collateral or otherwise as to the maintenance of any Collateral or any income thereon or as to the preservation of rights against prior or other parties or any other rights pertaining thereto (except the duty to accord such of the Collateral as may be in its actual possession and control substantially the same care as it accords its own assets and the duty to account for monies actually received by it); (gf) shall incur no liability under or in respect of this Agreement or any other Loan Document by acting upon any notice, consent, certificate certificate, or other instrument or writing (which writing may be a telecopy or electronic mailby facsimile) or any telephone message reasonably believed by it to be genuine and signed or sent by the proper party or parties. 108; and (g) shall have no fiduciary or other implied duties or responsibilities.

Administrative Agent’s Reliance, Etc. None of Neither the Administrative Agent, Agent nor 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, him, her it or them under or in connection with this Agreement or the other Loan DocumentsAgreement, except for its, his, her to the extent that any of the foregoing are found by a final and non-appealable decision of a court of competent jurisdiction to have resulted from its or their own gross negligence or willful misconduct. Without limiting limitation of the generality of 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 Register to the extent set forth in Section 2.7 (Evidence of Debt), (ci) may consult with legal counsel (including counsel to for the Borrower or any other 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, ; (dii) makes no warranty or representation to any Lender or Issuer Bank and shall not be responsible to any Lender or Issuer Bank for any statements, warranties or representations (whether written or oral) made by or on behalf of the Borrower or any of its Subsidiaries in or in connection with this Agreement or any other Loan Document, Agreement; (eiii) shall not have any duty to ascertain or to inquire either as to the performance performance, observance or observance satisfaction of any termof the terms, covenant covenants or condition conditions of this Agreement on the part of the Borrower or any other Loan Document, as to the financial condition of any Loan Party or as to the existence or possible existence at any time of any Default or Event to inspect the property (including the books and records) of Default, the Borrower; (fiv) shall not be responsible to any Lender or Issuer Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or or, if applicable, the attachment, perfection or priority of any Lien lien or security interest created or purported to be created under or in connection with, this Agreement, any other Loan Document Agreement or any other instrument or document furnished pursuant hereto or thereto hereto; and (gv) 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 a telecopy by telecopier, telegram or electronic mailcommunication) or any telephone message believed by it to be genuine and signed or sent by the proper party or parties. 108.

Administrative Agent’s Reliance, Etc. None of the Administrative 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, him, her or them under or in connection with this Agreement or the other Loan Documents, except for its, his, her or their own gross negligence or willful misconduct. Without limiting the foregoing, the Administrative 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 11.2(e) (Assignments and Participations), (b) may rely on the Register to the extent set forth in Section 2.7 (Evidence of Debt), (c) may consult with legal counsel (including counsel 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, (d) makes no warranty or representation to any Lender or Issuer and shall not be responsible to any Lender or Issuer for any statements, warranties or representations made by or on behalf of the Borrower or any of its Subsidiaries in or in connection with this Agreement or any other Loan Document, (e) shall not have any duty to ascertain or to inquire either as to the performance or observance of any term, covenant or condition of this Agreement or any other Loan Document, as to the financial condition of any Loan Party or as to the existence or possible existence of any Default or Event of Default, (f) shall not be responsible to any Lender or Issuer for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the attachment, perfection or priority of any 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 (g) 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 a telecopy or electronic mail) or any telephone message believed by it to be genuine and signed or sent by the proper party or parties. 108Section 10.3

Administrative Agent’s Reliance, Etc. None Notwithstanding any other provision of any Loan Document, neither the Administrative Agent, Agent nor any of its Affiliates or any of their respective directors, officers, agents agents, employees or employees counsel shall be liable for any action taken or omitted to be taken by it, him, her it or them under or in connection with this Agreement or the other Loan DocumentsAgreement, except for its, his, her its or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, the Administrative Agent Agent: (a) may treat the payee of any Revolving Credit Note as its the holder thereof until the Administrative Agent receives written notice of the assignment or transfer thereof signed by such Revolving Credit Note has been assigned payee and in accordance with Section 9.2 (Assignments and Participations), form satisfactory to the Administrative Agent; (b) may rely on the Register to the extent set forth in Section 2.7 (Evidence of Debt), (c) may consult with legal counsel (including its own counsel to 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, ; (dc) makes no warranty or representation to any Lender or Issuer any other Person and shall not be responsible to any Lender or Issuer any other Person for any statements, warranties or representations made by or on behalf of the Borrower or any of its Subsidiaries Person in or in connection with this Agreement or any other Loan Document, ; (ed) shall not have any duty to ascertain or to inquire either as to the performance or observance of any termof the terms, covenant covenants or condition conditions of any of this Agreement or any other Loan Document, as to Document or the financial condition satisfaction of any conditions precedent under this Agreement or any Loan Party Document on the part of the Borrower or as to other Persons or inspect the existence property, books or possible existence records of the Borrower or any Default or Event of Default, other Person; (fe) shall not be responsible to any Lender or Issuer for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, of this Agreement or the attachment, perfection or priority of any Lien created or purported to be created under or in connection with, this Agreement, any other Loan Document or Document, any other instrument or document furnished pursuant hereto thereto or thereto any Collateral covered thereby or the perfection or priority of any Lien in favor of the Administrative Agent on behalf of the Lenders in any such Collateral; and (gf) 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 a telecopy by telephone or electronic mailtelecopy) or any telephone message believed by it to be genuine and signed signed, sent or sent given by the proper party or parties. 108.

Administrative Agent’s Reliance, Etc. None of the Administrative 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, him, her or them under or in connection with this Agreement or the other Loan Documents, except for its, his, her or their own gross negligence or willful misconduct. Without limiting the foregoing, the Administrative 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 10.2 (Assignments and Participations), (b) may rely on the Register to the extent set forth in Section 2.7 2.6 (Evidence of Debt), (c) may consult with legal counsel (including counsel to the Borrower 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, (d) makes no warranty or representation to any Lender or Issuer and shall not be responsible to any Lender or Issuer for any statements, warranties or representations made by or on behalf of the Borrower Guarantor, the Borrowers or any of its the Borrowers’ Subsidiaries in or in connection with this Agreement or any other Loan Document, (e) shall not have any duty to ascertain or to inquire either as to the performance or observance of any term, covenant or condition of this Agreement or any other Loan Document, as to the financial condition of any Loan Party or as to the existence or possible existence of any Default or Event of Default, (f) shall not be responsible to any Lender or Issuer for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the attachment, perfection or priority of any 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 (g) 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 a telecopy or electronic mail) or any telephone message believed by it to be genuine and signed or sent by the proper party or parties. 108.

Administrative Agent’s Reliance, Etc. None of the Administrative 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, him, her or them under or in connection with this Agreement or the other Loan Documents, except for its, his, her or their own gross negligence or willful misconduct. Without limiting the foregoing, the Administrative 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 11.2 (Assignments and Participations), (b) may rely on the Register to the extent set forth in Section 2.7 11.2(c) (Evidence of DebtAssignments and Participations), (c) may consult with legal counsel (including counsel 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, (d) makes no warranty or representation to any Lender or Issuer and shall not be responsible to any Lender or Issuer for any statements, warranties or representations made by or on behalf of the Borrower or any of its Subsidiaries in or in connection with this Agreement or any other Loan Document, (e) shall not have any duty to ascertain or to inquire either as to the performance or observance of any termterms, covenant or condition of this Agreement or any other Loan Document, as to the financial condition of any Loan Party or as to the existence or possible existence of any Default or Event of Default, ; (f) shall not be responsible to any Lender or Issuer for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the attachment, perfection or priority of any 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 thereto; and (g) 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 a telecopy or electronic mail) or any telephone message believed by it to be genuine and signed or sent by the proper party or parties. 108.

Administrative Agent’s Reliance, Etc. None Notwithstanding any other provisions of this Agreement or any other Loan Documents, neither the Administrative Agent, Agent nor any of its Affiliates or any of their respective directors, officers, agents agents, employees or employees counsel shall be liable for any action taken or omitted to be taken by it, him, her it or them under or in connection with this Agreement or the other Loan DocumentsAgreement, except for its, his, her its or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, the Administrative Agent Agent: (a) may treat the payee of any Revolving Credit Note as its the holder thereof until the Administrative Agent receives written notice of the assignment or transfer thereof signed by such Revolving Credit Note has been assigned payee and in accordance with Section 9.2 (Assignments and Participations), form satisfactory to the Administrative Agent; (b) may rely on the Register to the extent set forth in Section 2.7 (Evidence of Debt), (c) may consult with legal counsel (including its own counsel to or counsel for the Borrower or any other Loan PartyObligor), 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, ; (dc) makes no warranty or representation to any Lender or Issuer any other Person and shall not be responsible to any Lender or Issuer any other Person for any statements, warranties or representations made by or on behalf of the Borrower or any of its Subsidiaries Person in or in connection with this Agreement or any other Loan Document, ; (ed) shall not have any duty to ascertain or to inquire either as to the performance or observance of any termof the terms, covenant covenants or condition conditions of any of this Agreement or any other Loan Document, as to Document or the financial condition satisfaction of any conditions precedent under this Agreement or any Loan Party Document on the part of the Borrower or as to other Persons or inspect the existence property, books or possible existence records of the Borrower or any Default or Event of Default, other Person; (fe) shall not be responsible to any Lender or Issuer for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, of this Agreement or the attachment, perfection or priority of any Lien created or purported to be created under or in connection with, this Agreement, any other Loan Document or Document, any other instrument or document furnished pursuant hereto thereto or thereto any collateral covered thereby or the perfection or priority of any Lien in favor of the Administrative Agent on behalf of the Lenders in any such collateral; and (gf) 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 a telecopy by telephone or electronic mailtelecopy) or any telephone message believed by it to be genuine and signed signed, sent or sent given by the proper party or parties. 108.

Administrative Agent’s Reliance, Etc. None of Neither the Administrative Agent, Agent nor 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, him, her it or them under or in connection with this Agreement or the other any Loan DocumentsDocument, except for its, his, her its or their own gross negligence or willful misconduct. Without limiting limitation of the generality of the foregoing, the Administrative Agent Agent: (ai) may treat the payee of any Revolving Credit Note as its the holder thereof until the Administrative Agent receives and accepts a Lender Assignment entered into by the Lender which is the payee of such Revolving Credit Note has been assigned in accordance with Section 9.2 (Assignments Note, as assignor, and Participations)an assignee, (b) may rely on the Register to the extent set forth as provided in Section 2.7 10.07; (Evidence of Debt), (cii) may consult with legal counsel (including counsel to for the Borrower or any other 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, ; (diii) makes no warranty or representation to any Lender or Issuer and shall not be responsible to any Lender or Issuer for any statements, warranties or representations made by or on behalf of the Borrower or any of its Subsidiaries in or in connection with this Agreement or any other Loan Document, ; (eiv) shall not have any duty to ascertain or to inquire either as to the performance or observance of any termof the terms, covenant covenants or condition of this Agreement or any other Loan Document, as to the financial condition conditions of any Loan Party Document on the part of the Borrower to be performed or as observed, or to inspect any property (including the existence or possible existence books and records) of any Default or Event of Default, the Borrower; (fv) shall not be responsible to any Lender or Issuer for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the attachment, perfection or priority of any 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 hereto; and (gvi) 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 a telecopy by telegram, cable or electronic mailtelex) or any telephone message believed by it to be genuine and signed or sent by the proper party or parties. 108.

Administrative Agent’s Reliance, Etc. None of the Administrative 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, him, her or them under or in connection with this Agreement or the other Loan Documents, except for its, his, her or their own gross negligence or willful misconduct. Without limiting the foregoing, the Administrative Agent (a) may treat rely on 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)Register, (b) may rely on the Register to the extent set forth in Section 2.7 (Evidence of Debt), (c) may consult with legal counsel (including counsel to the Borrower or any other Loan Party), independent public accountants and other experts selected and retained by it in good faith 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, provided such action or failure to act is approved by the Requisite Lenders, if such approval is required hereunder, (dc) except as expressly set forth herein or in any of the other Loan Documents, makes no warranty or representation to any Lender or Issuer and shall not be responsible to any Lender or Issuer pursuant to this Agreement for any statements, warranties or representations made by or on behalf of the Borrower or any of its Subsidiaries subsidiaries in or in connection with this Agreement or any other Loan Document, (ed) except as expressly set forth herein or in any of the other Loan Documents, shall not have any duty to ascertain or to inquire either as to the performance or observance of any term, covenant or condition of this Agreement or any other Loan Document, as to the financial condition of any Loan Party or as to the existence or possible existence of any Default or Event of Default, (f) shall not be responsible to any Lender or Issuer for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the attachment, perfection or priority of any 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 (g) 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 a telecopy or electronic mail) or any telephone message believed by it to be genuine and signed or sent by the proper party or parties. 108.

Administrative Agent’s Reliance, Etc. None of the Administrative 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, him, her or them under or in connection with this Agreement or the other Loan Documents, except for its, his, her or their own gross negligence or willful misconduct. Without limiting the foregoing, the Administrative 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 10.2 (Assignments and Participations), (b) may rely on the Register to the extent set forth in Section 2.7 2.6 (Evidence of Debt), (c) may consult with legal counsel (including counsel to the Borrower 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, (d) makes no warranty or representation to any Lender or Issuer and shall not be responsible to any Lender or Issuer for any statements, warranties or representations made by or on behalf of the Borrower MLP, the Borrowers or any of its the Borrowers’ Subsidiaries in or in connection with this Agreement or any other Loan Document, (e) shall not have any duty to ascertain or to inquire either as to the performance or observance of any term, covenant or condition of this Agreement or any other Loan Document, as to the financial condition of any Loan Party or as to the existence or possible existence of any Default or Event of Default, (f) shall not be responsible to any Lender or Issuer for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the attachment, perfection or priority of any 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 (g) 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 a telecopy or electronic mail) or any telephone message believed by it to be genuine and signed or sent by the proper party or parties. 108Exhibit 10.1

Administrative Agent’s Reliance, Etc. None Notwithstanding any other provisions of this Agreement or any other Loan Documents, neither the Administrative Agent, Agent nor any of its Affiliates or any of their respective directors, officers, agents agents, employees or employees counsel shall be liable for any action taken or omitted to be not taken by it, him, her or them it under or in connection with this Agreement or the any other Loan DocumentsDocument, except for its, his, her its or their own gross negligence or willful misconductmisconduct in connection with its duties expressly set forth herein or therein. Without limiting the generality of the foregoing, the Administrative 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 Register to the extent set forth in Section 2.7 (Evidence of Debt), (c) Agent: may consult with legal counsel (including its own counsel to 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: (da) makes no any warranty or representation to any Lender or Issuer and any other Person or shall not be responsible to any Lender or Issuer any other Person for any statementsstatement, warranties warranty or representations representation made or deemed made by or on behalf of the Borrower Borrower, any other Loan Party or any of its Subsidiaries other Person in or in connection with this Agreement or any other Loan Document, ; (eb) shall not have any duty to ascertain or to inquire either as to the performance or observance of any termof the terms, covenant covenants or condition conditions of this Agreement or any other Loan Document, as to Document or the financial condition satisfaction of any conditions precedent under this Agreement or any other Loan Party Document on the part of the Borrower or as to other Persons or inspect the existence property, books or possible existence records of the Borrower or any Default or Event of Default, other Person; (fc) shall not be responsible to any Lender or Issuer for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, of this Agreement or the attachment, perfection or priority of any Lien created or purported to be created under or in connection with, this Agreement, any other Loan Document or Document, any other instrument or document furnished pursuant hereto thereto or thereto and any collateral covered thereby or the perfection or priority of any Lien in favor of the Administrative Agent on behalf of the Lenders in any such collateral; (gd) shall have any liability in respect of any recitals, statements, certifications, representations or warranties contained in any of the Loan Documents or any other document, instrument, agreement, certificate or statement delivered in connection therewith; or (e) 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 writing may be a by telephone, telecopy or electronic mail) or any telephone message believed by it to be genuine and signed signed, sent or sent given by the proper party or parties. 108The Administrative Agent may execute any of its duties under the Loan Documents by or through agents, employees or attorneys-in-fact and shall not be responsible for the negligence or misconduct of any agent or attorney-in-fact that it selects in the absence of gross negligence or willful misconduct.

Administrative Agent’s Reliance, Etc. None Notwithstanding any other provisions of this Agreement or any other Loan Documents, neither the Administrative Agent, Agent nor any of its Affiliates or any of their respective directors, officers, agents agents, employees or employees counsel shall be liable for any action taken or omitted to be taken by it, him, her it or them under or in connection with this Agreement or the any other Loan DocumentsDocument, except for its, his, her its or their own gross negligence or willful misconductmisconduct as determined by a court of competent jurisdiction in a final, non-appealable judgment. Without limiting the generality of the foregoing, the Administrative Agent Agent: (a) may treat the payee of any Revolving Credit Note as its the holder thereof until the Administrative Agent receives written notice of the assignment or transfer thereof signed by such Revolving Credit Note has been assigned payee and in accordance with Section 9.2 (Assignments and Participations), form satisfactory to the Administrative Agent; (b) may rely on the Register to the extent set forth in Section 2.7 (Evidence of Debt), (c) may consult with legal counsel (including its own counsel to 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 LEGAL02/36006473v7 in accordance with the advice of such counsel, accountants or experts, ; (dc) makes no warranty or representation to any Lender or Issuer any other Person and shall not be responsible to any Lender or Issuer any other Person for any statements, warranties or representations made by or on behalf of the Borrower or any of its Subsidiaries Person in or in connection with this Agreement or any other Loan Document, ; (ed) shall not have any duty to ascertain or to inquire either as to the performance or observance of any termof the terms, covenant covenants or condition conditions of any of this Agreement or any other Loan Document, as to Document or the financial condition satisfaction of any conditions precedent under this Agreement or any Loan Party Document on the part of the Borrower or as to other Persons or inspect the existence property, books or possible existence records of the Borrower or any Default or Event of Default, other Person; (fe) shall not be responsible to any Lender or Issuer for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, of this Agreement or the attachment, perfection or priority of any Lien created or purported to be created under or in connection with, this Agreement, any other Loan Document or Document, any other instrument or document furnished pursuant hereto thereto or thereto any collateral covered thereby or the perfection or priority of any Lien in favor of the Administrative Agent on behalf of the Lenders in any such collateral; and (gf) 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 a telecopy by telephone or electronic mailtelecopy) or any telephone message believed by it to be genuine and signed signed, sent or sent given by the proper party or parties. 108.

Administrative Agent’s Reliance, Etc. None Notwithstanding any other provisions of this Agreement, any other Loan Documents or the Other Related Documents, neither Administrative Agent, Agent nor any of its Affiliates or any of their respective directors, officers, agents agents, employees or employees counsel shall be liable for any action taken or omitted to be not taken by it, him, her or them it under or in connection with this Agreement or the any other Loan DocumentsDocument, except for its, his, her its or their own gross negligence or willful misconductmisconduct in connection with its duties expressly set forth herein or therein. Without limiting the generality of the foregoing, the Administrative 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 Register to the extent set forth in Section 2.7 (Evidence of Debt), (c) Agent: may consult with legal counsel (including its own counsel to the 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, Loan No. 1013507 officers, agents, employees or counsel: (da) makes no any warranty or representation to any Lender or Issuer any other Person and shall not be responsible to any Lender or Issuer any other Person for any statementsstatement, warranties warranty or representations representation made or deemed made by or on behalf of the Borrower Borrower, any other Loan Party or any of its Subsidiaries other Person in or in connection with this Agreement or any other Loan Document, ; (eb) shall not have any duty to ascertain or to inquire either as to the performance or observance of any termof the terms, covenant covenants or condition conditions of this Agreement or any other Loan Document, as to Document or the financial condition satisfaction of any conditions precedent under this Agreement or any Loan Party Document on the part of Borrower or as to other Persons or inspect the existence property, books or possible existence records of Borrower or any Default or Event of Default, other Person; (fc) shall not be responsible to any Lender or Issuer for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, of this Agreement or the attachment, perfection or priority of any Lien created or purported to be created under or in connection with, this Agreement, any other Loan Document or Document, any other instrument or document furnished pursuant hereto thereto or thereto any Collateral covered thereby or the perfection or priority of any 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 warranties contained in any of the Loan Documents or Other Related Documents or any other document, instrument, agreement, certificate or statement delivered in connection therewith; and (ge) 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 writing may be a by telephone, telecopy or electronic mail) or any telephone message believed by it to be genuine and signed signed, sent or sent given by the proper party or parties. 108The 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 shall not be responsible for the negligence or misconduct of any agent or attorney-in-fact that it selects in the absence of gross negligence or willful misconduct.

Administrative Agent’s Reliance, Etc. None Notwithstanding any other provisions of this Agreement, any other Loan Documents or the Other Related Documents, neither Administrative Agent, Agent nor any of its Affiliates or any of their respective directors, officers, agents agents, employees or employees counsel shall be liable for any action taken or omitted to be not taken by it, him, her or them it under or in connection with this Agreement or the any other Loan DocumentsDocument, except for its, his, her its or their own gross negligence or willful misconductmisconduct in connection with its duties expressly set forth herein or therein. Without limiting the generality of the foregoing, the Administrative 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 Register to the extent set forth in Section 2.7 (Evidence of Debt), (c) Agent: may consult with legal counsel (including its own counsel to the 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: (da) makes no any warranty or representation to any Lender or Issuer any other Person and shall not be responsible to any Lender or Issuer any other Person for any statementsstatement, warranties warranty or representations representation made or deemed made by or on behalf of the Borrower Borrower, Loan No. 1004873 any other Loan Party or any of its Subsidiaries other Person in or in connection with this Agreement or any other Loan Document, ; (eb) shall not have any duty to ascertain or to inquire either as to the performance or observance of any termof the terms, covenant covenants or condition conditions of this Agreement or any other Loan Document, as to Document or the financial condition satisfaction of any conditions precedent under this Agreement or any Loan Party Document on the part of Borrower or as to other Persons or inspect the existence property, books or possible existence records of Borrower or any Default or Event of Default, other Person; (fc) shall not be responsible to any Lender or Issuer for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, of this Agreement or the attachment, perfection or priority of any Lien created or purported to be created under or in connection with, this Agreement, any other Loan Document or Document, any other instrument or document furnished pursuant hereto thereto or thereto any Collateral covered thereby or the perfection or priority of any 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 warranties contained in any of the Loan Documents or Other Related Documents or any other document, instrument, agreement, certificate or statement delivered in connection therewith; and (ge) 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 writing may be a by telephone, telecopy or electronic mail) or any telephone message believed by it to be genuine and signed signed, sent or sent given by the proper party or parties. 108The 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 shall not be responsible for the negligence or misconduct of any agent or attorney-in-fact that it selects in the absence of gross negligence or willful misconduct.

Administrative Agent’s Reliance, Etc. None of Notwithstanding anything to the contrary in any Credit Document, neither Administrative Agent, Agent nor any of its Affiliates or any of their respective directors, officers, agents or employees Representatives shall be liable for any action taken or omitted to be taken by it, him, her it or them under or in connection with this Agreement or the other Loan Credit Documents, except for its, his, her its or their own gross negligence or willful misconduct. Without limiting limitation of the generality of the foregoing, the Administrative Agent Agent: (a) may treat the payee of any Revolving Credit Note as its the holder until such Revolving Credit Note has been assigned in accordance with Section 9.2 (Assignments and Participations), thereof; (b) may rely on the Register to the extent set forth in Section 2.7 (Evidence of Debt), (c) may consult with legal counsel (including counsel to the Borrower or any other Loan Partyfor Co-Borrowers), independent public accountants and other experts selected by it or Co-Borrowers 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, ; (dc) makes no warranty or representation to any Lender or Issuer and shall not be responsible to any Lender or Issuer for any statements, warranties warranties, or representations made by or on behalf of the Borrower or any of its Subsidiaries in or in connection with this Agreement or any other Loan Document, the Credit Documents; (ed) shall not have any duty to ascertain or to inquire either as to the performance or observance of any termof the terms, covenant covenants or condition conditions of this agreement on the part of Co-Borrowers or to inspect the property (including the books and records) Credit Agreement or any other Loan Documentof Co-Borrowers, as to except receipt of delivery of the financial condition of any Loan Party or as to the existence or possible existence of any Default or Event of Defaultitems required under Sections 3.2, 4.1, 4.3, 5(a), 5(b), and 7.1; (fe) shall not be responsible to any Lender or Issuer for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the attachment, perfection or priority of any Lien created or purported to be created under or in connection with, this Agreement, any other Loan Document agreement or any other instrument or document furnished pursuant hereto or thereto hereto; and (gf) shall incur no liability under or in respect of this Agreement or any other Loan Document agreement by acting upon any notice, consent, certificate or other instrument or writing (which writing may be a telecopy or electronic mailby telecopy) or any telephone message believed by it to be genuine and signed or sent by the proper party or parties. 108.

Administrative Agent’s Reliance, Etc. None of the Administrative Agent, Agent or any of its Affiliates or any of their respective Affiliates, directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it, him, her or them under or in connection with this Agreement or the other Loan Documents, except for its, his, her or their own gross negligence or willful misconduct. Without limiting the foregoing, the Administrative 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 13.9(i) (Assignments and Participations), (b) may rely on the Register to the extent set forth in Section 2.7 4.14 (Evidence of Debt), (c) may consult with legal counsel (including counsel 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, (d) makes no warranty or representation to any Lender or Issuer and shall not be responsible to any Lender or Issuer for any statements, warranties or representations made by or on behalf of the Borrower or any of its Subsidiaries in or in connection with this Agreement or any other Loan Document, (e) shall not have any duty to ascertain or to inquire either as to the performance or observance of any term, covenant or condition of this Agreement or any other Loan Document, as to the financial condition of any Loan Party or as to the existence or possible existence of any Default or Event of Default, (f) shall not be responsible to any Lender or Issuer for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the attachment, perfection or priority of any 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 (g) 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 a telecopy or electronic mail) or any telephone message believed by it to be genuine and signed or sent by the proper party or parties. 108.

Administrative Agent’s Reliance, Etc. None of Neither the Administrative Agent, Agent nor 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, him, her it or them under or in connection with this Agreement any Loan Document or the other Loan DocumentsGuaranty, except for its, his, her its or their own gross negligence or willful misconduct. The duties of the Administrative Agent shall be mechanical and administrative in nature; the Administrative Agent shall not have, by reason of this Agreement, any other Loan Document or the Guaranty, a fiduciary relationship in respect of any Bank or the holder of any Note; and nothing in this Agreement, any other Loan Document or the Guaranty, expressed or implied, is intended or shall be so construed as to impose upon the Administrative Agent any obligations in respect of this Agreement, any other Loan Document or the Guaranty, except as expressly set forth herein. Without limiting limitation of the generality of the foregoing, the Administrative Agent Agent: (a) may treat the payee of any Revolving Credit Note as its the holder thereof until the Administrative Agent receives written notice of the assignment or transfer thereof signed by such Revolving Credit Note has been assigned payee and in accordance with Section 9.2 (Assignments and Participations), form satisfactory to the Administrative Agent; (b) may rely on the Register to the extent set forth in Section 2.7 (Evidence of Debt), (c) may consult with legal counsel (including counsel to for the Borrower or any other 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, ; (dc) makes no warranty or representation to any Lender or Issuer Bank and shall not be responsible to any Lender or Issuer Bank for any statements, warranties or representations made by or on behalf of the Borrower or any of its Subsidiaries in or in connection with this Agreement any Loan Document or any other Loan Document, the Guaranty; (ed) shall not have any duty to ascertain or to inquire either as to the performance or observance of any termof the terms, covenant covenants or condition of this Agreement or any other Loan Document, as to the financial condition conditions of any Loan Party Document or as the Guaranty on the part of the Borrower or the Guarantor or to inspect the existence property (including the books and records) of the Borrower or possible existence the Guarantor and shall not be deemed to have knowledge of an Event of Default or of any Default event which with the giving of notice or the lapse of time or both would be an Event of Default (other than nonpayment of principal of or interest on the Notes) unless it has received from a Bank or the Borrower a notice specifying such default and stating that it is an "Notice of Default, "; (fe) shall not be responsible to any Lender or Issuer Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the attachment, perfection or priority of any Lien created or purported to be created under or in connection withLoan Document, this Agreement, any other Loan Document the Guaranty or any other instrument or document furnished pursuant hereto or thereto hereto; and (gf) shall incur no liability under or in respect of this Agreement or any other Loan Document or the Guaranty by acting upon any notice, consent, certificate or other instrument or writing (which writing may be a telecopy by telecopier, telegram, cable or electronic mailtelex) or any telephone message believed by it to be genuine and signed or sent by the proper party or parties. 108.

Administrative Agent’s Reliance, Etc. None of the Administrative 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, him, her or them under or in connection with this Agreement or the other Loan Credit Documents, except for its, his, her or their own gross negligence or willful misconduct. Without limiting the foregoing, the Administrative 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 Register to the extent set forth in Section 2.7 11.2(c) (Evidence of DebtAssignments and Participations), (cb) may consult with legal counsel (including counsel to the Borrower or any other 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, (dc) makes no warranty or representation to any Lender or Issuer and shall not be responsible to any Lender or Issuer for any statements, warranties or representations made by or on behalf of the Borrower or any of its Subsidiaries in or in connection with this Agreement or any other Loan Credit Document, (ed) shall not have any duty to ascertain or to inquire either as to the performance or observance of any term, covenant or condition of this Agreement or any other Loan Credit Document, as to the financial condition of any Loan Credit Party or as to the existence or possible existence of any Default or Event of Default, (fe) shall not be responsible to any Lender or Issuer for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the attachment, perfection or priority of any Lien created or purported to be created under or in connection with, this Agreement, any other Loan Credit Document or any other instrument or document furnished pursuant hereto or thereto and (gf) shall incur no liability under or in respect of this Agreement or any other Loan Credit Document by acting upon any notice, consent, certificate or other instrument or writing (which writing may be a telecopy or electronic mail) or any telephone message believed by it to be genuine and signed or sent by the proper party or parties. 108.

Administrative Agent’s Reliance, Etc. None of Neither the ------------------------------------- Administrative Agent, Agent nor any of its Affiliates or nor any of their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it, him, her it or them under or in connection with this Agreement or the other Loan Documents, except for its, his, her damages caused by its or their own gross negligence or willful misconduct. Without limiting limitation of the generality of the foregoing, the Administrative Agent Agent: (a) may treat the payee of any Revolving Credit Note as its the holder thereof until the Administrative Agent receives written notice of the assignment or transfer thereof signed by such Revolving Credit Note has been assigned payee and in accordance with Section 9.2 (Assignments and Participations), form satisfactory to the Administrative Agent; (b) may rely on the Register to the extent set forth in Section 2.7 (Evidence of Debt), (c) may consult with legal counsel (including counsel to the Borrower or any other 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, ; (dc) makes no warranty or representation to any Lender or Issuer and shall not be responsible to any Lender or Issuer for any statements, warranties or representations made by or on behalf of the Borrower or any of its Subsidiaries in or in connection with this Agreement or any the other Loan Document, Documents; (ed) shall not have any duty to ascertain or to inquire either as to the performance or observance of any termof the terms, covenant covenants or condition conditions of this Agreement or any the other Loan Document, as to Documents on the financial condition part of any Loan Party Borrower or as to inspect the existence or possible existence of any Default or Event of Default, Collateral (fincluding the books and records); (e) shall not be responsible to any Lender or Issuer for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, of this Agreement or the attachment, perfection or priority of any Lien created or purported to be created under or in connection with, this Agreement, any other Loan Document Documents or any other instrument or document furnished pursuant hereto or thereto thereto; and (gf) shall incur no liability under or in respect of this Agreement or any the other Loan Document Documents by acting upon any notice, consent, certificate or other instrument or writing (which writing may be a telecopy by telecopy, telegram, cable or electronic mailtelex) or any telephone message believed by it to be genuine and signed or sent by the proper party or parties. 108.

Administrative Agent’s Reliance, Etc. None of the Administrative 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, him, her or them under or in connection with this Agreement or the other Loan Documents, except for its, his, her or their own gross negligence or willful misconduct. Without limiting the foregoing, the Administrative 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)10.2, (b) may rely on the Register to the extent set forth in Section 2.7 (Evidence of Debt)2.6, (c) may consult with legal counsel (including counsel to the Borrower or any other 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, (d) makes no warranty or representation to any Lender or Issuer and shall not be responsible to any Lender or Issuer for any statements, warranties or representations made by or on behalf of the Borrower or any of its the Borrower’s Subsidiaries in or in connection with this Agreement or any other Loan Document, (e) shall not have any duty to ascertain or to inquire either as to the performance or observance of any term, covenant or condition of this Agreement or any other Loan Document, as to the financial condition of the Borrower or any Loan Party of its Subsidiaries or as to the existence or possible existence of any Default or Event of Default, (f) shall not be responsible to any Lender or Issuer for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the attachment, perfection or priority of any 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 (g) shall incur no liability under or in respect of this Agreement or any other Loan Document Exhibit 10.5 by acting upon any notice, consent, certificate or other instrument or writing (which writing may be a telecopy or electronic mail) or any telephone message believed by it to be genuine and signed or sent by the proper party or parties. 108.

Administrative Agent’s Reliance, Etc. None of Neither the Administrative Agent, Agent nor any of its Affiliates or any of their 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, him, her or them under or in connection with this Agreement or the other Loan Documents, except for its, his, her or their own gross negligence or willful misconduct. Without limiting the foregoing, the Administrative 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), 11.2; (b) may rely on the Register to the extent set forth in Section 2.7 (Evidence of Debt11.2(c), ; (c) may consult with legal counsel (including counsel to the Borrower 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, ; (d) makes no warranty or representation to any Lender or Issuer and shall not be responsible to any Lender or Issuer for any statements, warranties or representations made by or on behalf of the Borrower Terra Industries or any of its Subsidiaries in or in connection with this Agreement or any of the other Loan Document, Documents; (e) shall not have any duty to ascertain or to inquire either as to the performance or observance of any termof the terms, covenant covenants or condition conditions of this Agreement or any of the other Loan Document, as to Documents or the financial condition of any Loan Party Party, or as to the existence or possible existence of any Default or Event of Default, ; (f) shall not be responsible to any Lender or Issuer for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, of this Agreement or any of the attachment, perfection or priority of any Lien created or purported to be created under or in connection with, this Agreement, any other Loan Document Documents or any other instrument or document furnished pursuant hereto or thereto thereto; and (g) 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 writing may be a telecopy or electronic mailby telecopy) or any telephone message believed by it to be genuine and signed or sent by the proper party or parties. 108.

Administrative Agent’s Reliance, Etc. None of Neither the Administrative Agent, Agent nor 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, him, her it or them as Administrative Agent under or in connection with this Agreement or any of the other Loan Transaction Documents, except for its, his, her its or their own gross negligence or willful misconduct. Without 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 Register to the extent set forth in Section 2.7 (Evidence of Debt), (ci) may consult with legal counsel (including counsel to for the Borrower or any other 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, ; (dii) makes no warranty or representation to any Lender or Issuer and shall not be responsible to any Lender or Issuer for any statements, warranties or representations made by or on behalf of the Borrower or any of its Subsidiaries other Person in or in connection with this Agreement or any other Loan Document, Agreement; (eiii) shall not have any duty to ascertain or to inquire either as to the performance or observance of any termof the terms, covenant covenants or condition conditions of this Agreement or any of the other Loan Document, as to Transaction Documents on the financial condition part of any Loan Party of the Borrower, the Collateral Manager or as the Equity Investor or to inspect the existence or possible existence property (including the books and records) of any Default of the Borrower, the Collateral Manager or Event of Default, the Equity Investor; (fiv) shall not be responsible to any Lender or Issuer for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the attachment, perfection or priority of any Lien created or purported to be created under or in connection with, this Agreement, any of the other Loan Document Transaction Documents or any other instrument or document furnished pursuant hereto or thereto thereto; and (gv) shall incur no liability under or in respect of this Agreement or any of the other Loan Document Transaction Documents by acting upon any noticenotice (including notice by telephone), consent, certificate or other instrument or writing (which writing may be a telecopy or electronic mailby facsimile) or any telephone message believed by it to be genuine and signed or sent by the proper party or parties. 108The Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, the administration, submission or any other matter related to the London interbank offered rate or other rates in the definition of “LIBOR Rate” or with respect to any alternative or successor rate thereto, or replacement rate thereof, including without limitation, whether the composition or characteristics of any such alternative, successor or replacement reference rate, as it may or may not be adjusted pursuant to Section 12.1, will be similar to, or produce the same value or economic equivalence of, the LIBOR Rate or have the same volume or liquidity as did the London interbank offered rate prior to its discontinuance or unavailability.

Administrative Agent’s Reliance, Etc. None of Neither the Administrative Agent, its Affiliates nor any of its Affiliates or any of their respective its Affiliates' directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it, him, her it or them under or in connection with this Agreement or the other Loan Documents, except for its, his, her its or their own gross negligence or willful misconduct. Without limiting limitation of the generality of the foregoing, the Administrative Agent Agent: (a) may treat the payee of any Revolving Credit Note as its the holder thereof until the Administrative Agent receives and accepts an Assumption Agreement entered into by an Assuming Lender as provided in Section 2.16 or an Assignment and Acceptance entered into by the Lender that is the payee of such Revolving Credit Note has been assigned Note, as assignor, and an Eligible Assignee, as assignee, as provided in accordance with Section 9.2 (Assignments and Participations), 9.07; (b) may consult with and rely on the Register to the extent set forth in Section 2.7 (Evidence of Debt), (c) may consult with legal counsel (including counsel to the Borrower or for 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, ; (dc) makes no warranty or representation to any Lender or Issuer Party and shall not be responsible to any Lender or Issuer Party for any recitals, statements, warranties or representations (whether written or oral) made by or on behalf of the Borrower or any of its Subsidiaries in or in connection with this Agreement the Loan Documents or any certificate or other document referred to or provided for in, or received by any of them under, any Loan Document, ; (ed) shall not have any duty to ascertain or to inquire either as to the performance or observance of any termof the terms, covenant covenants or condition conditions of this Agreement or any other Loan Document, as to Document on the financial condition part of any Loan Party or as to inspect the existence or possible existence property (including the books and records) of any Default or Event of Default, Loan Party; (fe) shall not be responsible to any Lender or Issuer Party for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the attachment, perfection or priority of any Lien lien or security interest 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 thereto; (f) shall not be required to initiate or thereto conduct any litigation or collection proceedings under any Loan Document; (g) shall be entitled to rely upon any certification, notice, instrument, writing or other communication (including, without limitation, any thereof by telephone or telecopy) believed by it to be genuine and correct and to have been signed, sent or made by or on behalf of the proper Person or Persons; and (gh) 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 a by telegram, telecopy or electronic mailtelex) or any telephone message believed by it to be genuine and signed or sent by the proper party or parties. 108.

Administrative Agent’s Reliance, Etc. None Notwithstanding any other provisions of this Agreement or any other Loan Documents, neither the Administrative Agent, Agent nor any of its Affiliates or any of their respective directors, officers, agents agents, employees or employees counsel shall be liable for any action taken or omitted to be taken by it, him, her it or them under or in connection with this Agreement or the any other Loan DocumentsDocument, except for its, his, her its or their own gross negligence or willful misconductmisconduct as determined by a court of competent jurisdiction in a final, non-appealable judgment. Without limiting the generality of the foregoing, the Administrative Agent Agent: (a) may treat the payee of any Revolving Credit Note as its the holder thereof until the Administrative Agent receives written notice of the assignment or transfer thereof signed by such Revolving Credit Note has been assigned payee and in accordance with Section 9.2 (Assignments and Participations), form satisfactory to the Administrative Agent; (b) may rely on the Register to the extent set forth in Section 2.7 (Evidence of Debt), (c) may consult with legal counsel (including its own LEGAL02/38482536v6 counsel to 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, ; (dc) makes no warranty or representation to any Lender or Issuer any other Person and shall not be responsible to any Lender or Issuer any other Person for any statements, warranties or representations made by or on behalf of the Borrower or any of its Subsidiaries Person in or in connection with this Agreement or any other Loan Document, ; (ed) shall not have any duty to ascertain or to inquire either as to the performance or observance of any termof the terms, covenant covenants or condition conditions of any of this Agreement or any other Loan Document, as to Document or the financial condition satisfaction of any conditions precedent under this Agreement or any Loan Party Document on the part of the Borrower or as to other Persons or inspect the existence property, books or possible existence records of the Borrower or any Default or Event of Default, other Person; (fe) shall not be responsible to any Lender or Issuer for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, of this Agreement or the attachment, perfection or priority of any Lien created or purported to be created under or in connection with, this Agreement, any other Loan Document or Document, any other instrument or document furnished pursuant hereto thereto or thereto any collateral covered thereby or the perfection or priority of any Lien in favor of the Administrative Agent on behalf of the Lenders in any such collateral; and (gf) 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 a telecopy by telephone or electronic mailtelecopy) or any telephone message believed by it to be genuine and signed signed, sent or sent given by the proper party or parties. 108.

Administrative Agent’s Reliance, Etc. None of Neither the Administrative Agent, Agent nor any of its Affiliates or any of their respective directors, officers, agents or employees shall be liable to any of the Banks for any action taken or omitted to be taken by it, him, her it or them under or in connection with this Agreement or the other Loan Documents, except for its, his, her its or their own gross negligence or willful misconduct. Without limiting limitation of the generality of 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 Register to the extent set forth in Section 2.7 (Evidence of Debt), (ci) may consult with legal counsel (including counsel to for the Borrower or any other Loan PartyBorrowers), independent public accountants and other experts selected by it and shall not be liable to the Banks 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; (ii) shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing; (diii) shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Borrower or any of its affiliates that is communicated to or obtained by the Person serving as the Administrative Agent or any of its affiliates in any capacity; (iv) makes no warranty or representation to any Lender or Issuer Bank and shall not be responsible to any Lender or Issuer Bank for any statements, warranties or representations (whether written or oral) made by or on behalf of the Borrower or any of its Subsidiaries in or in connection with this Agreement or any the other Loan Document, Documents; (ev) shall not have any duty to ascertain or to inquire either as to the performance or observance of any termof the terms, covenant covenants or condition conditions of this Agreement or any the other Loan Document, as to Documents on the financial condition part of any Loan Party the Borrowers or the Guarantor (or as to the existence contents of any certificate, report or possible existence other document delivered hereunder or thereunder) or to inspect the property (including the books and records) of any Borrower or the Guarantor or any of their Subsidiaries, and shall not be deemed to have knowledge or notice of any Default or Event of Default unless and until it shall have received, at its office specified in §22, a notice describing the same and entitled “Notice of Default, ”; (fvi) shall not be responsible to any Lender or Issuer Bank for the due executionexecution (other than its own), legality, validity, enforceability, genuineness, sufficiency or value of, or the attachment, perfection or priority of any Lien created or purported to be created under or in connection with, this Agreement, any other Loan Document Agreement or any other related agreement, instrument or document furnished pursuant hereto or thereto hereto; and (gvii) shall incur no liability to the Banks 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 a telecopy by telecopier, telegram, cable or electronic mailtelex) or any telephone message reasonably believed by it to be genuine and signed or sent by the proper party or parties. 108In determining compliance with any condition hereunder to the making of a Loan, or the issuance of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Bank or an Issuing Bank, the Administrative Agent may presume that such condition is satisfactory to such Bank or Issuing Bank unless the Administrative Agent shall have received notice to the contrary from such Bank or Issuing Bank prior to the making of such Loan or the issuance of such Letter of Credit.

Administrative Agent’s Reliance, Etc. None of the Administrative 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, him, her or them under or in connection with this Agreement or the other Loan Documents, except for its, his, her or their own gross negligence or willful misconduct. Without limiting the foregoing, the Administrative Agent (a) may treat the payee of any Revolving Credit Term Loan Note as its holder until such Revolving Credit Term Loan Note has been assigned in accordance with Section 9.2 11.2 (Assignments and Participations), (b) may rely on the Register to the extent set forth in Section 2.7 2.5 (Evidence of Debt), (c) may consult with legal counsel (including counsel 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, (d) makes no warranty or representation to any Lender or Issuer and shall not be responsible to any Lender or Issuer for any statements, warranties or representations made by or on behalf of the Borrower or any of its Subsidiaries in or in connection with this Agreement or any other Loan Document, (e) shall not have any duty to ascertain or to inquire either as to the performance or observance of any term, covenant or condition of this Agreement or any other Loan Document, as to the financial condition of any Loan Party or as to the existence or possible existence of any Default or Event of Default, (f) shall not be responsible to any Lender or Issuer for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the attachment, perfection or priority of any 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 (g) 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 a telecopy or electronic mail) or any telephone message believed by it to be genuine and signed or sent by the proper party or parties. 108.

Administrative Agent’s Reliance, Etc. None of the Administrative 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, him, her or them under or in connection with this Agreement or the other Loan Documents, except for its, his, her or their own gross negligence or willful misconduct. Without limiting the foregoing, the Administrative 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)10.6, (b) may rely on the Register to the extent set forth in Section 2.7 (Evidence of Debt10.6(d), (c) may consult with legal counsel (including counsel 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, (d) makes no warranty or representation to any Lender or Issuer Issuing Lender and shall not be responsible to any Lender or Issuer Issuing Lender for any statements, warranties or representations made by or on behalf of the Borrower or any of its Subsidiaries in or in connection with this Agreement or any other Loan Document, (e) shall not have any duty to ascertain or to inquire either as to the performance or observance of any term, covenant or condition of this Agreement or any other Loan Document, as to the financial condition of any Loan Party or as to the existence or possible existence of any Default or Event of Default, (f) shall not be responsible to any Lender or Issuer Issuing Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the attachment, perfection or priority of any 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 (g) 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 a telecopy or electronic mail) or any telephone message believed by it to be genuine and signed or sent by the proper party or parties. 108.

Administrative Agent’s Reliance, Etc. None Notwithstanding any other provisions of this Agreement, any other Loan Documents, neither the Administrative Agent, Agent nor any of its Affiliates or any of their respective directors, officers, agents agents, employees or employees counsel shall be liable for any action taken or omitted to be not taken by it, him, her or them it under or in connection with this Agreement or the any other Loan DocumentsDocument, except for its, his, her its or their own gross negligence or willful misconductmisconduct in connection with its duties expressly set forth herein or therein. Without limiting the generality of the foregoing, the Administrative 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 Register to the extent set forth in Section 2.7 (Evidence of Debt), (c) Agent: may consult with legal counsel (including its own counsel to 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: (da) makes no any warranty or representation to any Lender or Issuer any other Person and shall not be responsible to any Lender or Issuer any other Person for any statementsstatement, warranties warranty or representations representation made or deemed made by or on behalf of the Borrower Borrower, any other Loan Party or any of its Subsidiaries other Person in or in connection with this Agreement or any other Loan Document, ; (eb) shall not have any duty to ascertain or to inquire either as to the performance or observance of any termof the terms, covenant covenants or condition conditions of this Agreement or any other Loan Document, as to Document or the financial condition satisfaction of any conditions precedent under this Agreement or any Loan Party Document on the part of the Borrower, Owner, Guarantor or as to other Persons or inspect the existence property, books or possible existence records of the Borrower, Owner, Guarantor or any Default or Event of Default, other Person; (fc) shall not be responsible to any Lender or Issuer for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, of this Agreement or the attachment, perfection or priority of any Lien created or purported to be created under or in connection with, this Agreement, any other Loan Document or Document, any other instrument or document furnished pursuant hereto thereto or thereto any Collateral covered thereby or the perfection or priority of any 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 warranties contained in any of the Loan Documents or any other document, instrument, agreement, certificate or statement delivered in connection therewith; and (ge) 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 writing may be a by telephone, telecopy or electronic mail) or any telephone message believed by it to be genuine and signed signed, sent or sent given by the proper party or parties. 108The Administrative Agent may execute any of its duties under the Loan Documents by or through agents, employees or attorneys-in-fact and shall not be responsible for the negligence or misconduct of any agent or attorney-in-fact that it selects in the absence of gross negligence or willful misconduct.

Administrative Agent’s Reliance, Etc. None Notwithstanding any other provisions of this Agreement, any other Loan Documents or the Other Related Documents, neither Administrative Agent, Agent nor any of its Affiliates or any of their respective directors, officers, agents agents, employees or employees counsel shall be liable for any action taken or omitted to be not taken by it, him, her or them it under or in connection with this Agreement or the any other Loan DocumentsDocument, except for its, his, her its or their own gross negligence or willful misconductmisconduct in connection with its duties expressly set forth herein or therein. Without limiting the generality of Loan No. 102919 the foregoing, the Administrative 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 Register to the extent set forth in Section 2.7 (Evidence of Debt), (c) Agent: may consult with legal counsel (including its own counsel to the 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: (da) makes no any warranty or representation to any Lender or Issuer any other Person and shall not be responsible to any Lender or Issuer any other Person for any statementsstatement, warranties warranty or representations representation made or deemed made by or on behalf of the Borrower Borrower, any other Loan Party or any of its Subsidiaries other Person in or in connection with this Agreement or any other Loan Document, ; (eb) shall not have any duty to ascertain or to inquire either as to the performance or observance of any termof the terms, covenant covenants or condition conditions of this Agreement or any other Loan Document, as to Document or the financial condition satisfaction of any conditions precedent under this Agreement or any Loan Party Document on the part of Borrower or as to other Persons or inspect the existence property, books or possible existence records of Borrower or any Default or Event of Default, other Person; (fc) shall not be responsible to any Lender or Issuer for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, of this Agreement or the attachment, perfection or priority of any Lien created or purported to be created under or in connection with, this Agreement, any other Loan Document or Document, any other instrument or document furnished pursuant hereto thereto; (d) shall have any liability in respect of any recitals, statements, certifications, representations or thereto and warranties contained in any of the Loan Documents or Other Related Documents or any other document, instrument, agreement, certificate or statement delivered in connection therewith; or (ge) 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 writing may be a by telephone, telecopy or electronic mail) or any telephone message believed by it to be genuine and signed signed, sent or sent given by the proper party or parties. 108Administrative 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 shall not be responsible for the negligence or misconduct of any agent or attorney-in-fact that it selects in the absence of gross negligence or willful misconduct.

Administrative Agent’s Reliance, Etc. None of Neither the Administrative Agent, Agent nor any of its Affiliates or any of their respective directors, officers, agents or employees shall be liable to any of the Banks for any action taken or omitted to be taken by it, him, her it or them under or in connection with this Agreement or the other Loan Documents, except for its, his, her its or their own gross negligence or willful misconduct. Without limiting limitation of the generality of 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 Register to the extent set forth in Section 2.7 (Evidence of Debt), (ci) may consult with legal counsel (including counsel to for the Borrower or any other Loan PartyCompany), independent public accountants and other experts selected by it and shall not be liable to the Banks 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; (ii) shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing; (diii) shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Company or any of its affiliates that is communicated to or obtained by the Person serving as the Administrative Agent or any of its affiliates in any capacity; (iv) makes no warranty or representation to any Lender or Issuer Bank and shall not be responsible to any Lender or Issuer Bank for any statements, warranties or representations (whether written or oral) made by or on behalf of the Borrower or any of its Subsidiaries in or in connection with this Agreement or any the other Loan Document, Documents; (ev) shall not have any duty to ascertain or to inquire either as to the performance or observance of any termof the terms, covenant covenants or condition conditions of this Agreement or any the other Loan Document, as to Documents on the financial condition part of any Loan Party the Company or the Guarantor (or as to the existence contents of any certificate, report or possible existence other document delivered hereunder or thereunder) or to inspect the property (including the books and records) of the Company or the Guarantor or any of their Subsidiaries, and shall not be deemed to have knowledge or notice of any Default or Event of Default unless and until it shall have received, at its office specified in Section 22, a notice describing the same and entitled “Notice of Default, ”; (fvi) shall not be responsible to any Lender or Issuer Bank for the due executionexecution (other than its own), legality, validity, enforceability, genuineness, sufficiency or value of, or the attachment, perfection or priority of any Lien created or purported to be created under or in connection with, this Agreement, any other Loan Document Agreement or any other related agreement, instrument or document furnished pursuant hereto or thereto hereto; and (gvii) shall incur no liability to the Banks 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 a telecopy by telecopier, telegram, cable or electronic mailtelex) or any telephone message reasonably believed by it to be genuine and signed or sent by the proper party or parties. 108In determining compliance with any condition hereunder to the making of a Loan, the Administrative Agent may presume that such condition is satisfactory to such Bank unless the Administrative Agent shall have received notice to the contrary from such Bank prior to the making of such Loan.

Administrative Agent’s Reliance, Etc. None of Neither the Administrative Agent, Agent nor any of its Affiliates or any of their 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, him, her or them under or in connection with this Agreement or the other Loan Documents, except for its, his, her or their own gross negligence or willful misconduct. Without limiting the foregoing, the Administrative 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), 11.2; (b) may rely on the Register to the extent set forth in Section 2.7 (Evidence of Debt11.2(c), ; (c) may consult with legal counsel (including counsel 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, ; (d) makes no warranty or representation to any Lender or Issuer and shall not be responsible to any Lender or Issuer for any statements, warranties or representations made by or on behalf of the Borrower TNCLP or any of its Subsidiaries in or in connection with this Agreement or any of the other Loan Document, Documents; (e) shall not have any duty to ascertain or to inquire either as to the performance or observance of any termof the terms, covenant covenants or condition conditions of this Agreement or any of the other Loan Document, as to Documents or the financial condition of any Loan Party Party, or as to the existence or possible existence of any Default or Event of Default, ; (f) shall not be responsible to any Lender or Issuer for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, of this Agreement or any of the attachment, perfection or priority of any Lien created or purported to be created under or in connection with, this Agreement, any other Loan Document Documents or any other instrument or document furnished pursuant hereto or thereto thereto; and (g) 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 writing may be a telecopy or electronic mailby telecopy) or any telephone message believed by it to be genuine and signed or sent by the proper party or parties. 108.

Administrative Agent’s Reliance, Etc. None of the Neither Administrative Agent, Agent nor any of its Affiliates or any of their respective directors, officers, agents or employees Related Parties shall be liable for any action taken or omitted to be taken by it, him, her it or them under or in connection with this Agreement or the other Loan Documents, except for its, his, her its or their own gross negligence or willful misconductmisconduct as determined by a court of competent jurisdiction in a final and non-appealable judgment. Without limiting limitation of the generality of the foregoing, the Administrative Agent Agent: (a) may treat the payee shall not be subject to any fiduciary or other implied duties, regardless of any Revolving Credit Note as its holder until such Revolving Credit Note whether a Default has been assigned in accordance with Section 9.2 (Assignments occurred and Participations), is continuing; (b) may rely on the Register to the extent shall not, except as expressly set forth herein and in Section 2.7 (Evidence the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to AGCO or any of Debt), its Affiliates that is communicated to or obtained by the Person serving as the Administrative Agent or any of its Affiliates in any capacity. (c) may consult with legal counsel (including counsel to the Borrower or for any other 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; (d) makes no warranty or representation to any Lender or Issuer Issuing Bank and shall not be responsible to any Lender or Issuer Issuing Bank for any statements, warranties or representations made in or in connection with the Loan Documents by any other Person; (e) shall not be responsible for or on behalf of the Borrower have any duty to ascertain or inquire into (i) any of its Subsidiaries statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (eii) shall not have the contents of any duty to ascertain certificate, report or to inquire either as to other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any termof the covenants, covenant agreements or condition of this Agreement other terms or any other Loan Document, as to conditions set forth herein or therein or the financial condition occurrence of any Loan Party or as to the existence or possible existence of any Default or Event of Default, (fiv) shall not be responsible to any Lender or Issuer for the due execution, legality, validity, enforceability, genuineness, sufficiency effectiveness or value of, or the attachment, perfection or priority genuineness of any Lien created or purported to be created under or in connection with, this Agreement, any other Loan Document or any other agreement, instrument or document furnished pursuant hereto document, or thereto and (gv) shall incur no liability under the satisfaction of any condition set forth in Article 3 or in respect elsewhere herein, other than to confirm receipt of this Agreement or any other Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which writing may be a telecopy or electronic mail) or any telephone message believed by it items expressly required to be genuine and signed or sent by delivered to the proper party or parties. 108Administrative Agent;

Administrative Agent’s Reliance, Etc. None of the Administrative 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, him, her or them under or in connection with this Agreement or the other Loan Documents, AMENDED AND RESTATED CREDIT AGREEMENT XXXXX HEALTHCARE CORPORATION except for its, his, her or their own gross negligence or willful misconduct. Without limiting the foregoing, the Administrative 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 11.2 (Assignments and Participations), (b) may rely on the Register to the extent set forth in Section 2.7 (Evidence of Debt), (c) may consult with legal counsel (including counsel 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, (d) makes no warranty or representation to any Lender or Issuer and shall not be responsible to any Lender or Issuer for any statements, warranties or representations made by or on behalf of the Borrower or any of its Subsidiaries Group Member in or in connection with this Agreement or any other Loan Document, (e) shall not have any duty to ascertain or to inquire either as to the performance or observance of any term, covenant or condition of this Agreement or any other Loan Document, as to the financial condition of any Loan Party or as to the existence or possible existence of any Default or Event of Default, (f) shall not be responsible to any Lender or Issuer for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the attachment, perfection or priority of any 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 (g) 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 a telecopy fax or electronic mail) or any telephone message believed by it to be genuine and signed or sent by the proper party or parties. 108.

Administrative Agent’s Reliance, Etc. None of the Administrative 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, him, her or them under or in connection with this Agreement or the other Loan Documents, except for its, his, her or their own gross negligence or willful misconduct. Without limiting the foregoing, the Administrative 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 11.2 (Assignments and Participations), (b) may rely on the Register to the extent set forth in Section 2.7 11.2(c) (Evidence of DebtAssignments and Participations), (c) may consult with legal counsel (including counsel to the Borrower Company 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, (d) makes no warranty or representation to any Lender or Issuer and shall not be responsible to any Lender or Issuer for any statements, warranties or representations made by or on behalf of the Borrower Holdings or any of its Subsidiaries in or in connection with this Agreement or any other Loan Document, (e) shall not have any duty to ascertain or to inquire either as to the performance or observance of any term, covenant or condition of this Agreement or any other Loan Document, as to the financial condition of any Loan Party or as to the existence or possible existence of any Default or Event of Default, (f) shall not be responsible to any Lender or Issuer for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the attachment, perfection or priority of any 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 (g) 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 a telecopy or electronic mail) or any telephone message believed by it to be genuine and signed or sent by the proper party or parties. 108150 CREDIT AGREEMENT JOHNSONDIVERSEY, INC.

Administrative Agent’s Reliance, Etc. None of the Administrative 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, him, her or them under or in connection with this Agreement or the other Loan Documents, except for its, his, her or their own gross negligence or willful misconduct. Without limiting the foregoing, the Administrative 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 11.2(e) (Assignments and Participations), (b) may rely on the Register to the extent set forth in Section 2.7 2.6 (Evidence of Debt), (c) may consult with legal counsel (including counsel 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, (d) makes no warranty or representation to any Lender or Issuer and shall not be responsible to any Lender or Issuer for any statements, warranties or representations made by or on behalf of the Borrower any Loan Party or any of its such Loan Party's Subsidiaries in or in connection with this Agreement or any other Loan Document, (e) shall not have any duty to ascertain or to inquire either as to the performance or observance of any term, covenant or condition of this Agreement or any other Loan Document, as to the financial condition of any Loan Party or as to the existence or possible existence of any Default or Event of Default, (f) shall not be responsible to any Lender or Issuer for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the attachment, perfection or priority of any 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 (g) 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 a telecopy or electronic mail) or any telephone message believed by it to be genuine and signed or sent by the proper party or parties. 108.

Administrative Agent’s Reliance, Etc. None of the Administrative 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, him, her or them under or in connection with this Agreement or the other Loan Documents, except for its, his, her or their own gross negligence or willful misconduct. Without limiting the foregoing, the Administrative 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 11.2(e) (Assignments and Participations), (b) may rely on the Register to the extent set forth in Section 2.7 2.6 (Evidence of Debt), (c) may consult with legal counsel (including counsel 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, (d) makes no warranty or representation to any Lender or Issuer and shall not be responsible to any Lender or Issuer for any statements, warranties or representations made by or on behalf of the Borrower any Loan Party or any of its such Loan Party’s Subsidiaries in or in connection with this Agreement or any other Loan Document, (e) shall not have any duty to ascertain or to inquire either as to the performance or observance of any term, covenant or condition of this Agreement or any other Loan Document, as to the financial condition of any Loan Party or as to the existence or possible existence of any Default or Event of Default, (f) shall not be responsible to any Lender or Issuer for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the attachment, perfection or priority of any 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 (g) 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 a telecopy or electronic mail) or any telephone message believed by it to be genuine and signed or sent by the proper party or parties. 108Credit Agreement Macquarie Infrastructure Company Inc.

Administrative Agent’s Reliance, Etc. None of Neither the Administrative Agent, Agent nor any of its Affiliates or any of their 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, him, her or them under or in connection with this Agreement or the other Loan Documents, except for its, his, her or their own gross negligence or willful misconduct. Without limiting the foregoing, the Administrative 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), 13.2; (b) may rely on the Register to the extent set forth in Section 2.7 (Evidence of Debt13.2(c), ; (c) may consult with legal counsel (including counsel to the Borrower Parent Guarantor 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, ; (d) makes no warranty or representation to any Lender or Issuer and shall not be responsible to any Lender or Issuer for any statements, warranties or representations made by or on behalf of the Borrower Parent Guarantor or any of its Subsidiaries in or in connection with this Agreement or any of the other Loan Document, Documents; (e) shall not have any duty to ascertain or to inquire either as to the performance or observance of any termof the terms, covenant covenants or condition conditions of this Agreement or any of the other Loan Document, as to Documents or the financial condition of any Loan Party Party, or as to the existence or possible existence of any Default or Event of Default, ; (f) shall not be responsible to any Lender or Issuer for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, of this Agreement or any of the attachment, perfection or priority of any Lien created or purported to be created under or in connection with, this Agreement, any other Loan Document Documents or any other instrument or document furnished pursuant hereto or thereto thereto; and (g) 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 writing may be a telecopy or electronic mailby telecopy) or any telephone message believed by it to be genuine and signed or sent by the proper party or parties. 108.

Administrative Agent’s Reliance, Etc. None of the Administrative 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, him, her or them under or in connection with this Agreement or the other Loan Documents, except for its, his, her or their own gross negligence or willful misconduct. Without limiting the foregoing, the Administrative 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 11.2 (Assignments and Participations), (b) may rely on the Register to the extent set forth in Section 2.7 (Evidence of DebtPromissory Notes), (c) may consult with legal counsel (including counsel to the Borrower 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, (d) makes no warranty or representation to any Lender or any Issuer and shall not be responsible to any Lender or any Issuer for any statements, warranties or representations made by or on behalf of the any Borrower or any of its Subsidiaries in or in connection with this Agreement or any other Loan Document, (e) shall not have any duty to ascertain or to inquire either as to the performance or observance of any term, covenant or condition of this Agreement or any other Loan Document, as to the financial condition of any Loan Party or as to the existence or possible existence of any Default or Event of Default, (f) shall not be deemed to have knowledge of any Event of Default unless and until notice describing such Event of Default is given to an Agent or its Affiliates by a Borrower, a Lender or an Issuer, (g) shall not be responsible to any Lender or any Issuer for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the attachment, perfection attachment or priority of any 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 thereto, (gh) shall incur no liability under or in respect of this Agreement or any other Loan Document by acting or relying upon any notice, consent, certificate certificate, statement, report or other instrument or writing (which writing may be a telecopy or telecopy, electronic mail, Internet or intranet website posting or other distribution) or any telephone message believed by it to be genuine and signed signed, sent or sent otherwise authenticated by the proper party or parties. 108, (i) shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Company, any Borrower or any of their Affiliates that is communicated to or obtained by any Agent or any of its Affiliates in any capacity and (j) may presume that any condition hereunder that by its terms must be fulfilled to the satisfaction of a Lender or an Issuer is satisfactory to such Lender or such Issuer unless the Agent shall have received notice to the contrary from such Lender or such Issuer prior to the making of any Loan or the issuance of any Letter of Credit.

Administrative Agent’s Reliance, Etc. None Notwithstanding any other provisions of this Agreement, any other Loan Documents or the Other Related Documents, neither Administrative Agent, Agent nor any of its Affiliates or any of their respective directors, officers, agents agents, employees or employees counsel shall be liable for any action taken or omitted to be not taken by it, him, her or them it under or in connection with this Agreement or the any other Loan DocumentsDocument, except for its, his, her its or their own gross negligence or willful misconductmisconduct in connection with its duties expressly set forth herein or therein. Without limiting the generality of the foregoing, the Administrative 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 Register to the extent set forth in Section 2.7 (Evidence of Debt), (c) Agent: may consult with legal counsel (including its own counsel to the 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: (da) makes no any warranty or representation to any Lender or Issuer any other Person and shall not be responsible to any Lender or Issuer any other Person for any statementsstatement, warranties warranty or representations representation made or deemed made by or on behalf of the Borrower Borrower, any other Loan Party or any of its Subsidiaries other Person in or in connection with this Agreement or any other Loan Document, ; (eb) shall not have any duty to ascertain or to inquire either as to the performance or observance of any termof the terms, covenant covenants or condition conditions of this Agreement or any other Loan Document, as to Document or the financial condition satisfaction of any conditions precedent under this Agreement or any Loan Party Document on the part of Borrower or as to other Persons or inspect the existence property, books or possible existence records of Borrower or any Default or Event of Default, other Person; (fc) shall not be responsible to any Lender or Issuer for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, of this Agreement or the attachment, perfection or priority of any Lien created or purported to be created under or in connection with, this Agreement, any other Loan Document or Document, any other instrument or document furnished pursuant hereto thereto or thereto any Collateral covered thereby or the perfection or priority of any 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 warranties contained in any of the Loan Documents or Other Related Documents or any other document, instrument, agreement, certificate or statement delivered in connection therewith; and (ge) 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 writing may be a by telephone, telecopy or electronic mail) or any telephone message believed by it to be genuine and signed signed, sent or sent given by the proper party or parties. 108The 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 shall not be responsible for the negligence or misconduct of any agent or attorney-in-fact that it selects in the absence of gross negligence or willful misconduct.

Administrative Agent’s Reliance, Etc. None of Neither the Administrative Agent, Agent nor any of its Affiliates or any of their 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, him, her or them under or in connection with this Agreement or the other Loan Documents, except for its, his, her or their own gross negligence or willful misconduct. Without limiting the foregoing, the Administrative 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), 13.2; (b) may rely on the Register to the extent set forth in Section 2.7 (Evidence of Debt13.2(c), ; (c) may consult with legal counsel (including counsel 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, ; (d) makes no warranty or representation to any Lender or Issuer and shall not be responsible to any Lender or Issuer for any statements, warranties or representations made by or 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 Document, Documents; (e) shall not have any duty to ascertain or to inquire either as to the performance or observance of any termof the terms, covenant covenants or condition conditions of this Agreement or any of the other Loan Document, as to Documents or the financial condition of any Loan Party Party, or as to the existence or possible existence of any Default or Event of Default, ; (f) shall not be responsible to any Lender or Issuer for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, of this Agreement or any of the attachment, perfection or priority of any Lien created or purported to be created under or in connection with, this Agreement, any other Loan Document Documents or any other instrument or document furnished pursuant hereto or thereto thereto; and (g) 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 writing may be a telecopy or electronic mailby telecopy) or any telephone message believed by it to be genuine and signed or sent by the proper party or parties. 108.

Administrative Agent’s Reliance, Etc. None of the Administrative 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, him, her or them under or in connection with this Agreement or the other Loan Documents, except for its, his, her or their own gross negligence or willful misconduct. Without limiting the foregoing, the CREDIT AGREEMENT FMC FINANCE B.V. Administrative 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 12.2 (Assignments and Participations), (b) may rely on the Register to the extent set forth in Section 2.7 12.2(d) (Evidence of DebtAssignments and Participations), (c) may consult with legal counsel (including counsel 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, (d) makes no warranty or representation to any Lender or Issuer and shall not be responsible to any Lender or Issuer for any statements, warranties or representations made by or on behalf of the Borrower or any of its Subsidiaries in or in connection with this Agreement or any other Loan Document, (e) shall not have any duty to ascertain or to inquire either as to the performance or observance of any term, covenant or condition of this Agreement or any other Loan Document, as to the financial condition of any Loan Party or as to the existence or possible existence of any Default or Event of Default, (f) shall not be responsible to any Lender or Issuer for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the attachment, perfection or priority of any 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 (g) 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 a telecopy or electronic mail) or any telephone message believed by it to be genuine and signed or sent by the proper party or parties. 108.

Administrative Agent’s Reliance, Etc. None of Neither the ------------------------------------- Administrative Agent, Agent nor 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, him, her it or them under or in connection with this Agreement or the other Loan DocumentsAgreement, except for its, his, her its or their own gross negligence or willful misconduct. Without limiting limitation of the generality of the foregoing, the Administrative Agent (ai) may treat the payee assignee under any Certificate as the holder thereof until the Administrative Agent receives written notice of any Revolving Credit Note as its holder until the Assignment in respect thereof signed by such Revolving Credit Note has been assigned in accordance with Section 9.2 assignee; (Assignments and Participations), (b) may rely on the Register to the extent set forth in Section 2.7 (Evidence of Debt), (cii) may consult with legal counsel (including counsel to for the Borrower or any other Loan PartySeller), 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, ; (diii) makes no warranty or representation to any Lender or Issuer Person and shall not be responsible to any Lender or Issuer Person for any statements, warranties or representations (whether written or oral) made by or on behalf of the Borrower or any of its Subsidiaries in or in connection with this Agreement or any other Loan Document, Agreement; (eiv) shall not have any duty to ascertain or to inquire either as to the performance or observance of any termof the terms, covenant covenants or condition conditions of this Agreement on the part of the Seller, or of any Transfer Agreement on the part of the Seller or the Seller Subsidiary a party thereto, or to inspect the property (including the books and records) of the Seller or any other Loan Document, as to the financial condition of any Loan Party or as to the existence or possible existence of any Default or Event of Default, Seller Subsidiary; (fv) shall not be responsible to any Lender or Issuer Secondary Purchaser for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, of this Agreement or the attachment, perfection or priority of any Lien created or purported to be created under or in connection with, this Agreement, any other Loan Document Transfer Agreement or any other instrument or document furnished pursuant hereto or thereto hereto; and (gvi) 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 a telecopy by facsimile, telegram, cable or electronic mailtelex) or any telephone message believed by it to be genuine and signed or sent by the proper party or parties. 108.

Administrative Agent’s Reliance, Etc. None of the Administrative 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, him, her or them under or in connection with this Agreement or the other Loan Documents, except for its, his, her or their own gross negligence or willful misconduct. Without limiting the foregoing, the Administrative 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 12.2 (Assignments and Participations), (b) may rely on the Register to the extent set forth in Section 2.7 12.2(c) (Evidence of DebtAssignments and Participations), (c) may consult with legal counsel (including counsel 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, (d) makes no warranty or representation to any Lender or Issuer and shall not be responsible to any Lender or Issuer for any statements, warranties or representations made by or on behalf of the Borrower or any of its Subsidiaries in or in connection with this Agreement or any other Loan Document, (e) shall not have any duty to ascertain or to inquire either as to the performance or observance of any term, covenant or condition of this Agreement or any other Loan Document, as to the financial condition of any Loan Party or as to the existence or possible CREDIT AGREEMENT FMC FINANCE B.V. existence of any Default or Event of Default, (f) shall not be responsible to any Lender or Issuer for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the attachment, perfection or priority of any 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 (g) 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 a telecopy or electronic mail) or any telephone message believed by it to be genuine and signed or sent by the proper party or parties. 108.

Administrative Agent’s Reliance, Etc. None of the Administrative 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, him, her or them under or in connection with this Agreement or the other Loan Documents, except for its, his, her or their own gross negligence or willful misconduct. Without limiting the foregoing, the Administrative 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 11.2 (e) (Assignments and Participations), (b) may rely on the Register to the extent set forth in Section 2.7 2.6 (Evidence of Debt), (c) may consult with legal counsel (including counsel 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, (d) makes no warranty or representation to any Lender or Issuer and shall not be responsible to any Lender or Issuer for any statements, warranties or representations made by or on behalf of the Borrower any Loan Party or any of its such Loan Party's Subsidiaries in or in connection with this Agreement or any other Loan Document, (e) shall not have any duty to ascertain or to inquire either as to the performance or observance of any term, covenant or condition of this Agreement or any other Loan Document, as to the financial condition of any Loan Party or as to the existence or possible existence of any Default or Event of Default, (f) shall not be responsible to any Lender or Issuer for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the attachment, perfection or priority of any 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 (g) 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 a telecopy or electronic mail) or any telephone message believed by it to be genuine and signed or sent by the proper party or parties. 108.

Administrative Agent’s Reliance, Etc. None of Neither the Administrative Agent, Agent nor any of its Affiliates or any of their 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, him, her or them under or in connection with this Agreement or the other Loan Documents, except for its, his, her or their own gross negligence or willful misconduct. Without limiting the foregoing, the Administrative 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), 11.2; (b) may rely on the Register to the extent set forth in Section 2.7 (Evidence of Debt11.2(c), ; (c) may consult with legal counsel (including counsel 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, ; (d) makes no warranty or representation to any Lender or Issuer and shall not be responsible to any Lender or Issuer for any statements, warranties or representations made by or on behalf of the Borrower or any of its Subsidiaries in or in connection with this Agreement or any of the other Loan Document, Documents; (e) shall not have any duty to ascertain or to inquire either as to the performance or observance of any termof the terms, covenant covenants or condition conditions of this Agreement or any of the other Loan Document, as to Documents or the financial condition of any Loan Party Party, or as to the existence or possible existence of any Default or Event of Default, ; (f) shall not be responsible to any Lender or Issuer for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the attachment, perfection or priority of any Lien created or purported to be created under or in connection with, this Agreement, Agreement or any of the other Loan Document Documents or any other instrument or document furnished pursuant hereto or thereto thereto; and (g) 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 writing may be a telecopy or electronic mailby telecopy) or any telephone message believed by it to be genuine and signed or sent by the proper party or parties. 108.