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 (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 Note as its holder until the Obligations represented by such Note have been assigned in accordance with Section 11.2, (b) may rely on the Register to the extent set forth in Section 11.2(c), (c) may consult with legal counsel (including counsel to 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 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

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 (as determined in a final, non-appealable judgment of a court of competent jurisdiction)misconduct. 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 have has been assigned in accordance with Section 11.211.2 (Assignments and Participations), (b) may rely on the Register to the extent set forth in Section 11.2(c2.7 (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 Holdings 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 anyany telephone message believed by it to be genuine and signed or sent by the proper party or parties.

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 Documents, except that nothing in this sentence shall absolve the Administrative Agent for its, his, her or their own gross negligence or willful misconduct (as determined any liability found in a final, non-appealable judgment of by a court of competent jurisdiction)jurisdiction to have resulted from the Administrative Agent’s 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 Note as each Lender and its holder until the Obligations represented by such Note have been assigned applicable interest in accordance with Section 11.2, (b) may rely on the Register to the extent each Advance set forth in the Register as conclusive until the Administrative Agent receives and accepts an Assignment and Acceptance entered into by a Lender, as assignor, and an Eligible Assignee, as assignee, as provided in Section 11.2(c), 9.07; (cb) may consult with legal counsel (including counsel to Borrower or for any other Loan Party), independent certified public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts, ; (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 (whether written or oral) made by or on behalf of Holdings or any of its Subsidiaries in or in connection with this Agreement or any other the Loan Document, Documents; (ed) 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 or any other Loan Document, as to Document on the financial condition part of any Loan Party or as to the existence or possible existence at any time of any Default under the Loan Documents or Event to inspect the property (including the books and records) of Default, any Loan Party; (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 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 or thereto and (gincluding, for the avoidance of doubt, in connection with the Administrative Agent’s reliance on any electronic signature delivered pursuant to Section 9.08); (f) shall incur no liability under or in respect of this Agreement or any other Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which writing may be by facsimile, email or other electronic communication) believed by it to be genuine and signed or sent by the proper party or parties; (g) shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable law or regulations, including for the avoidance of doubt, any action that may be in violation of the automatic stay under any Bankruptcy Law or that may effect a telecopy forfeiture, modification or electronic mailtermination of property of a Defaulting Lender in violation of any Bankruptcy Law; (h) may act in relation to the Loan Documents through its Affiliates, ​ ​ officers, agents and employees; and (i) shall not be subject to any fiduciary or anyother implied duties in favor of any Lender or Loan Party, regardless of whether a Default has occurred and is continuing. Without limiting the foregoing, nothing in this Agreement shall constitute the Administrative Agent or any Arranger as a trustee or fiduciary of any Person, and neither the Administrative Agent nor any Arranger shall be bound to account to the Lenders for any sum or the profit element of any sum received by it for its own account. The Administrative Agent shall not be responsible for the acts or omissions of its delegates or agents or for supervising them; provided, however, that nothing in this sentence shall absolve the Administrative Agent for any liability found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from the Administrative Agent’s gross negligence or willful misconduct. The Borrower shall not commence any proceeding against any of the Administrative Agent’s directors, officers or employees with respect to the Administrative Agent’s acts or omissions relating to the Facility or the Loan Documents. No act by the Administrative Agent or the Arrangers hereafter taken, including any consent to, and acceptance of any assignment or review of the affairs of any Loan Party of any Affiliate thereof, shall be deemed to constitute a representation or warranty by the Administrative Agent or the Arrangers to any Lender as to any matter, including whether the Administrative Agent or the Arranger has disclosed material information in their possession.

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 Documents, except for its, his, her its or their own gross negligence or willful misconduct (as determined in a final, non-appealable judgment of a court of competent jurisdiction)misconduct. Without limiting limitation of the generality of the foregoing, the Administrative Agent Agent: (a) may treat the payee of any Note as its the holder thereof until the Obligations represented Administrative Agent receives and accepts an Assignment and Acceptance entered into by the Lender that is the payee of such Note have been assigned Note, as assignor, and an Eligible Assignee, as assignee, as provided in accordance with Section 11.2, 8.07; (b) may rely on the Register to the extent set forth in Section 11.2(c), (c) may consult with legal counsel (including counsel to Borrower or any other Loan Partyfor the Borrower), independent public accountants and other experts selected in good faith 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 statements, warranties or representations (whether written or oral) made by or on behalf of Holdings or any of its Subsidiaries in or in connection with this Agreement or any other the 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 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 or as to inspect the existence or possible existence property (including the books and records) of any Default or Event of Default, the Borrower; (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 or thereto 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 by telegram, telecopy or electronic mailtelex) reasonably believed by it to be genuine and signed or anysent by the proper party or parties.

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 (as determined in a final, non-appealable judgment of a court of competent jurisdiction)misconduct. 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 have has been assigned in accordance with Section 11.210.2 (Assignments and Participations), (b) may rely on the Register to the extent set forth in Section 11.2(c2.6 (Evidence of Debt), (c) may consult with legal counsel (including counsel to Borrower the Borrowers or any other Loan Party), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts, (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 Holdings the 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 anyany telephone message believed by it to be genuine and signed or sent by the proper party or parties. Exhibit 10.2 BWP 10-Q 06/30/2009 Exhibit 10.2 -----

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 (as determined in a final, non-appealable judgment of a court of competent jurisdiction)misconduct. Without limiting the foregoing, the CREDIT AGREEMENT FMC FINANCE B.V. Administrative Agent (a) may treat the payee of any Note as its holder until the Obligations represented by such Note have has been assigned in accordance with Section 11.212.2 (Assignments and Participations), (b) may rely on the Register to the extent set forth in Section 11.2(c12.2(d) (Assignments 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 Holdings 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 anyany telephone message believed by it to be genuine and signed or sent by the proper party or parties.

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 (as determined in a final, non-appealable judgment of a court of competent jurisdiction)misconduct. Without limiting the foregoing, the Administrative Agent (a) may treat the payee of any Note as its holder until the Obligations represented by such Note have has been assigned in accordance with Section 11.211.2(e), (b) may rely on the Register to the extent set forth in Section 11.2(c2.6(b), (c) may consult with legal counsel (including counsel to Borrower the Borrowers or any other Loan PartyGroup Member), 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 Holdings 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 or electronic mail) or anyany telephone message believed by it to be genuine and signed or sent by the proper party or parties.

Administrative Agent’s Reliance, Etc. None of the No Administrative Agent, Agent or any of its Affiliates or any of their the respective directors, officers, agents or employees of an 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 (as determined in a final, non-appealable judgment of a court of competent jurisdiction)misconduct. Without limiting the foregoing, the an Administrative Agent Agent: (a) may treat the payee of any Revolving Credit Note as its holder until the Obligations represented by such Revolving Credit Note have has been assigned in accordance with Section 11.2, 11.2 (ASSIGNMENTS AND PARTICIPATIONS); (b) may rely on the Register to the extent set forth in Section 11.2(c) (ASSIGNMENTS AND PARTICIPATIONS), ; (c) may consult with legal counsel (including counsel to Borrower the Borrowers or any other Loan Party), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts, ; (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 Holdings 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 and 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 anyany telephone message believed by it to be genuine and signed or sent by the proper party or parties.

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 (as determined in a final, non-appealable judgment of a court of competent jurisdiction)misconduct. 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 have has been assigned in accordance with Section 11.211.2 (Assignments and Participations), (b) may rely on the Register to the extent set forth in Section 11.2(c) (Assignments and Participations), (c) may consult with legal counsel (including counsel to Borrower the 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 Holdings 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 anyany telephone message believed by it to be genuine and signed or sent by the proper party or parties.

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 (as determined in a final, non-appealable judgment of a court of competent jurisdiction)misconduct. 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 have has been assigned in accordance with Section 11.211.2 (Assignments and Participations), (b) may rely on the Register to the extent set forth in Section 11.2(c) (Assignments 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 Holdings 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 anyany telephone message believed by it to be genuine and signed or sent by the proper party or parties.

Administrative Agent’s Reliance, Etc. None of the Administrative Agent, the Collateral 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 (as determined in a final, non-appealable judgment of a court of competent jurisdiction)misconduct. Without limiting the foregoing, the Administrative Agent and the Collateral Agent (a) may treat the payee of any Revolving Credit Note as its holder until the Obligations represented by such Revolving Credit Note have has been assigned in accordance with Section 11.211.2 (Assignments and Participations), (b) may rely on the Register to the extent set forth in Section 11.2(c11.2(d) (Assignments and Participations), (c) may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon, (d) may consult with legal counsel (including counsel to Borrower the Borrowers or any other Loan Party), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be not taken in good faith by it in accordance with the advice of such counsel, accountants or experts, (de) 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 Holdings the Parent or any of its Subsidiaries in or in connection with this Agreement or any other Loan Document, (ef) 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, (fg) 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 (gh) shall be entitled to rely on, and shall incur no liability under or in respect of this Agreement or any other Loan Document by relying on or acting upon any notice, request, statement, document, consent, certificate or other instrument or other writing (which writing including any electronic message, internet or intranet website posting or other distribution) or any telephone message believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. In determining compliance with any condition hereunder to the making of a Loan, or the issuance, extension, renewal or increase of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or an Issuer, the Administrative Agent may presume that such condition is satisfactory to such Lender or Issuer unless an officer of the Administrative Agent responsible for the transactions contemplated hereby shall have received notice to the contrary from such Lender or Issuer prior to the making of such Loan or the issuance of such Letter of Credit, and in the case of a Borrowing, such Lender or Issuer shall not have made available to the Administrative Agent such Lender or Issuer’s ratable portion of such Borrowing. Neither the Administrative Agent nor the Collateral Agent will be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent or the Collateral Agent to liability or that is contrary to any Loan Document or Requirement of Law, including for the avoidance of doubt, any action that may be in violation of the automatic stay under any Debtor Relief Law or that may effect a telecopy forfeiture, modification or electronic mail) or anytermination of property of a Defaulting Lender in violation of any Debtor Relief Law.

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 (as determined in a final, non-appealable judgment of a court of competent jurisdiction)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 the Obligations represented by such Revolving Credit Note have or Term Credit Note, as applicable has been assigned in accordance with Section 11.2, 13.2; (b) may rely on the Register to the extent set forth in Section 11.2(c13.2(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 Holdings 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 anyany telephone message believed by it to be genuine and signed or sent by the proper party or parties.

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 (as determined in a final, non-appealable judgment of a court of competent jurisdiction)misconduct. 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 have has been assigned in accordance with Section 11.211.2 (Assignments and Participations), (b) may rely on the Register to the extent set forth in Section 11.2(c) (Assignments 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 Holdings 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, 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 anyany telephone message believed by it to be genuine and signed or sent by the proper party or parties.

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 (as determined in a final, non-appealable judgment of a court of competent jurisdiction)misconduct. 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 have has been assigned in accordance with Section 11.211.2 (Assignments and Participations), (b) may rely on the Register to the extent set forth in Section 11.2(c2.7 (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 Holdings 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 anyany telephone message believed by it to be genuine and signed or sent by the proper party or parties.

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 65 - 61 - 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 (as determined in a final, non-appealable judgment of a court of competent jurisdiction)misconduct. Without limiting limitation of the generality of the foregoing, the Administrative Agent Agent: (ai) may treat the payee of any Note as its the holder thereof until the Obligations represented Administrative Agent receives and accepts an Assignment and Acceptance entered into by the Lender that is the payee of such Note have been assigned in accordance with Section 11.2Note, (b) may rely on the Register to the extent set forth as assignor, and an Eligible Assignee, as assignee, as provided in Section 11.2(c), 8.07; (cii) may consult with legal counsel (including counsel to Borrower or any other Loan Partyfor the 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, ; (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 Holdings 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 Borrower or any other Loan Document, as 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 Agreement, any other Loan Document 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 telecopier, telegram or electronic mailtelex) believed by it to be genuine and signed or anysent by the proper party or parties.

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 (as determined in a final, non-appealable judgment of a court of competent jurisdiction)misconduct. Without limiting the foregoing, the Administrative Agent (a) may treat the payee of any Note as its holder until the Obligations represented by such Note have has been assigned in accordance with Section 11.22.6 (Evidence of Debt), (b) may rely on the Register to the extent set forth in Section 11.2(c10.2(c) (Assignments 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 Holdings 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 anyany telephone message believed by it to be genuine and signed or sent by the proper party or parties.

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 (as determined in a final, non-appealable judgment of a court of competent jurisdiction)misconduct. 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 have has been assigned in accordance with Section 11.211.2 (Assignments and Participations), (b) may rely on the Register to the extent set forth in Section 11.2(c) (Assignments 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 Holdings 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 anyany telephone message believed by it to be genuine and signed or sent by the proper party or parties.

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 (as determined in a final, non-appealable judgment of a court of competent jurisdiction)misconduct. Without limiting the foregoing, the Administrative Agent (a) may treat the payee of any Note as its holder until the Obligations represented by such Note have been assigned in accordance with Section 11.2, (b) may rely on the Register to the extent set forth in Section 11.2(c2.5 (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 Holdings the 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, Term Loan Agreement Collective Brands Finance, Inc. 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 anyany telephone message believed by it to be genuine and signed or sent by the proper party or parties.

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 (as determined in a final, non-appealable judgment of a court of competent jurisdiction)misconduct. Without limiting the foregoing, the Administrative Agent (a) may treat rely on the payee of any Note as its holder until the Obligations represented by such Note have been assigned in accordance with Section 11.2Register, (b) may rely on the Register to the extent set forth in Section 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 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 Holdings 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 anyany telephone message believed by it to be genuine and signed or sent by the proper party or parties.

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 (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 Note as its holder until the Obligations represented by such Note have been assigned in accordance with Section 11.2, (b) may rely on the Register to the extent set forth in Section 11.2(c), (c) may consult with legal counsel (including counsel to 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 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 anyany telephone message believed by it to be genuine and signed or sent by the proper party or parties.

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 Documents, except for its, his, her its or their own gross negligence or willful misconduct (as determined in a final, non-appealable judgment of a court of competent jurisdiction)misconduct. Without limiting limitation of the generality of the foregoing, the Administrative Agent Agent: (a) may treat the payee of any Note as its the holder thereof until the Obligations represented Administrative Agent receives and accepts an Assignment and Acceptance entered into by the Lender that is the payee of such Note have been assigned in accordance with Section 11.2Note, as assignor, and an Eligible Assignee, as assignee; (b) may rely on the Register to the extent set forth in Section 11.2(c), (c) may consult with legal counsel (including counsel to 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 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 Holdings or any of its Subsidiaries in or in connection with this Agreement or any other the Loan Document, Documents; (ed) 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 or any other Loan Document, as to Document on the financial condition part of any Loan Party or as to the existence or possible existence at any time of any Default under the Loan Documents or Event to inspect the property (including the books and records) of Default, any Loan Party; (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 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 or thereto and thereto; (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 by telegram, telecopy or telex or other electronic mailcommunication) believed by it to be genuine and signed or anysent by the proper party or parties; and (g) shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable law, including for the avoidance of doubt, any action that may be in violation of the automatic stay under any Bankruptcy Law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Bankruptcy Law. 91

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 (as determined in a final, non-appealable judgment of a court of competent jurisdiction)misconduct. Without limiting the foregoing, the Administrative Agent (a) may treat the payee of any Note as its holder until the Obligations represented by such Note have has been assigned in accordance with Section 11.211.2 (Assignments and Participations), (b) may rely on the Register to the extent set forth in Section 11.2(c2.7 (Promissory Notes), (c) may consult with legal counsel (including counsel to Borrower the Borrowers or any other Loan Party), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts, (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 Holdings 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 anyany telephone message believed by it to be genuine and signed, sent or otherwise authenticated by the proper party or parties, (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 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 (as determined in a final, non-appealable judgment of a court of competent jurisdiction)misconduct. 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 have has been assigned in accordance with Section 11.211.2 (Assignments and Participations), (b) may rely on the Register to the extent set forth in Section 11.2(c2.7 (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 Holdings 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 anyany telephone message believed by it to be genuine and signed or sent by the proper party or parties.

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 (as determined in a final, non-appealable judgment of a court of competent jurisdiction)misconduct. Without limiting limitation of the generality of the foregoing, the Administrative Agent Agent: (a) may treat the payee of any Note as its the holder thereof until the Obligations represented 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 Note have been assigned Note, as assignor, and an Eligible Assignee, as assignee, as provided in accordance with Section 11.2, 9.07; (b) may consult with and rely on the Register to the extent set forth in Section 11.2(c), (c) may consult with legal counsel (including counsel to 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 Holdings 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) believed by it to be genuine and signed or anysent by the proper party or parties.

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 (as determined in a final, non-appealable judgment of a court of competent jurisdiction)misconduct. Without limiting the foregoing, the Administrative Agent (a) may treat the payee of any Note as its holder until the Obligations represented by such Note have has been assigned in accordance with Section 11.210.2 (Assignments and Participations), (b) may rely on the Register to the extent set forth in Section 11.2(c2.6 (Evidence of Debt), (c) may consult with legal counsel (including counsel to Borrower the Borrowers or any other Loan Party), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts, (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 Holdings the 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 anyany telephone message believed by it to be genuine and signed or sent by the proper party or parties.

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 (as determined in a final, non-appealable judgment of a court of competent jurisdiction)misconduct. 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 have has been assigned in accordance with Section 11.211.2(e) (Assignments and Participations), (b) may rely on the Register to the extent set forth in Section 11.2(c2.7 (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 Holdings 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 anyany telephone message believed by it to be genuine and signed or sent by the proper party or parties.

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 (as determined in a final, non-appealable judgment of a court of competent jurisdiction)misconduct. 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 have has been assigned in accordance with Section 11.210.2 (Assignments and Participations), (b) may rely on the Register to the extent set forth in Section 11.2(c2.6 (Evidence of Debt), (c) may consult with legal counsel (including counsel to Borrower the Borrowers or any other Loan Party), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts, (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 Holdings the 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 anyany telephone message believed by it to be genuine and signed or sent by the proper party or parties.

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 (as determined in a final, non-appealable judgment of a court of competent jurisdiction)misconduct. Without limiting the foregoing, the Administrative Agent (a) may treat the payee of any Note as its holder until the Obligations represented by such Note have has been assigned in accordance with Section 11.210.2, (b) may rely on the Register to the extent set forth in Section 11.2(c)2.6, (c) may consult with legal counsel (including counsel to Borrower or any other Loan Partythe Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts, (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 Holdings 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 anyany telephone message believed by it to be genuine and signed or sent by the proper party or parties.

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 Documents, except that nothing in this sentence shall absolve the Administrative Agent for its, his, her or their own gross negligence or willful misconduct (as determined any liability found in a final, non-appealable judgment of by a court of competent jurisdiction)jurisdiction to have resulted from the Administrative Agent’s 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 Note as each Lender and its holder until the Obligations represented by such Note have been assigned applicable interest in accordance with Section 11.2, (b) may rely on the Register to the extent each Advance set forth in the Register as conclusive until the Administrative Agent receives and accepts an Assignment and Acceptance entered into by a Lender, as assignor, and an Eligible Assignee, as assignee, as provided in Section 11.2(c), 9.07; (cb) may consult with legal counsel (including counsel to Borrower or for any other Loan Party), independent certified public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts, ; (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 (whether written or oral) made by or on behalf of Holdings or any of its Subsidiaries in or in connection with this Agreement or any other the Loan Document, Documents; (ed) 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 or any other Loan Document, as to Document on the financial condition part of any Loan Party or as to the existence or possible existence at any time of any Default under the Loan Documents or Event to inspect the property (including the books and records) of Default, any Loan Party; (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 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 or thereto and (gincluding, for the avoidance of doubt, in connection with the Administrative Agent’s reliance on any electronic signature delivered pursuant to Section 9.08); (f) shall incur no liability under or in respect of this Agreement or any other Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which writing may be by facsimile, email or other electronic communication) believed by it to be genuine and signed or sent by the proper party or parties; (g) shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable law or regulations, including for the avoidance of doubt, any action that may be in violation of the automatic stay under any Bankruptcy Law or that may effect a telecopy forfeiture, modification or electronic mailtermination of property of a Defaulting Lender in violation of any Bankruptcy Law; (h) may act in relation to the Loan Documents through its Affiliates, officers, agents and employees; and (i) shall not be subject to any fiduciary or anyother implied duties in favor of any Lender or Loan Party, regardless of whether a Default has occurred and is continuing. Without limiting the foregoing, nothing in this Agreement shall constitute the Administrative Agent or any Arranger as a trustee or fiduciary of any Person, and neither the Administrative Agent nor any Arranger shall be bound to account to the Lenders for any sum or the profit element of any sum received by it for its own account. The Administrative Agent shall not be responsible for the acts or omissions of its delegates or agents or for supervising them; provided, however, that nothing in this sentence shall absolve the Administrative Agent for any liability found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from the Administrative Agent’s gross negligence or willful misconduct. The Borrower shall not commence any proceeding against any of the Administrative Agent’s directors, officers or employees with respect to the Administrative Agent’s acts or omissions relating to the Facility or the Loan Documents. No act by the Administrative Agent or the Arrangers hereafter taken, including any consent to, and acceptance of any assignment or review of the affairs of any Loan Party of any Affiliate thereof, shall be deemed to constitute a representation or warranty by the Administrative Agent or the Arrangers to any Lender as to any matter, including whether the Administrative Agent or the Arranger has disclosed material information in their possession. ​ ​