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

Agent’s Reliance, Etc. None of the Agents, any of their 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, bad faith or willful misconduct. Without limiting the foregoing, each of the Agents (a) may treat the payee of any Note as its holder until such Note has been assigned in accordance with Section 14.6, (b) may rely on the Register to the extent set forth in Section 14.6, (c) may consult with legal counsel (including counsel to 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 and shall not be responsible to any Lender for any statements, warranties or representations made by or on behalf of Revlon, the Company or any of the Company’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 Company or 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 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.

Agent’s Reliance, Etc. None of the Agents, any of their 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, bad faith or willful misconduct. Without limiting the foregoing, each of the Agents (a) may treat the payee of any Note as its holder until such Note has been assigned in accordance with Section 14.6, (b) may rely on the Register to the extent set forth in Section 14.6, (c) may consult with legal counsel (including counsel to 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 Issuing Lender and shall not be responsible to any Lender or Issuing Lender for any statements, warranties or representations made by or on behalf of Revlon, the Company or any of the Company’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 Company any Borrower or 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 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.

Agent’s Reliance, Etc. None of the Agents, (a) Neither Agent nor any of their affiliates or any of their its 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 bad faith, gross negligence, bad faith negligence or willful misconduct. Without limiting the generality of the foregoing, each of the Agents Agent: (a) may treat the payee of any Note as its holder until such Note has been assigned in accordance with Section 14.6, (b) may rely on the Register to the extent set forth in Section 14.6, (ci) may consult with legal counsel (including including, without limitation, counsel to for the Company Borrower or the Collateral Manager or any other Loan Party), of their Affiliates) and 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 Secured Party or any other Person and shall not be responsible to any Lender Secured Party or any Person for any statements, warranties or representations (whether written or oral) made by or on behalf of Revlon, the Company or any of the Company’s Subsidiaries in or in connection with this Agreement or any the other Loan Document, Facility Documents; (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 Agreement, the other Facility Documents or any Related Documents on the part of the Borrower or the Collateral Manager or any other Loan Document, as Person or to inspect the financial condition property (including the books and records) of the Company Borrower or any Loan Party 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 any other Person for the due execution, legality, validity, enforceability, genuineness, sufficiency sufficiency, ownership, transferability or value of, or the attachment, perfection or priority of any Lien created or purported to be created under or in connection withCollateral, 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 certificate, 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 to be genuine and believe by it to be signed or sent by the proper party or parties. No Agent shall have any liability to the Borrower or any Lender or any other Person for the Borrower’s or any Lender’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. (b) No Agent shall be liable for the actions of omissions of any other Agent (including without limitation 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 thereunder. Each Agent shall be entitled to assume the due authority of any signatory and genuineness of any signature appearing on any instrument or document it may receive (including, without limitation, each Notice of Borrowing received hereunder). No Agent shall be liable for any action taken in good faith and reasonably believed by it to be within the powers conferred upon it, or taken by it pursuant to any direction or instruction by which it is governed, or omitted to be taken by it by reason of the lack of direction or instruction required hereby for such action (including without limitation for refusing to exercise discretion or for withholding its consent in the absence of its receipt of, or resulting from a failure, delay or refusal on the part of any Lender to provide, written instruction to exercise such discretion or grant such consent from any such Lender, as applicable). No Agent shall be liable for any error of judgment made in good faith unless it shall be proven that such Agent was grossly negligent in ascertaining the relevant facts. Nothing herein or in any Facility Documents or Related Documents shall obligate any Agent to advance, expend or risk its own funds, or to take any action which in its reasonable judgment may cause it to incur any expense or financial or other liability for which it is not adequately indemnified. No Agents shall be liable for any indirect, special or consequential damages (included but not limited to lost profits) whatsoever, even if it has been informed of the likelihood thereof and regardless of the form of action. No Agent shall be charged with knowledge or notice of any matter unless actually known to a Responsible Officer of such Agent responsible for the administration of this Agreement, or unless and to the extent written notice of such matter is received by such agent had its address in accordance with Section 12.02. Any permissive grant of power to an Agent hereunder shall not be construed to be a duty to act. Each Agent shall have only the duties and responsibilities as are specifically set forth in this Agreement and no covenants or obligations shall be implied in this Agreement against any Agent. Before acting hereunder, an Agent shall be entitled to request, receive and rely upon such certificates and opinions as it may reasonably determine appropriate with respect to the satisfaction of any specified circumstances or conditions precedent to such action. (c) No Agent shall be responsible or liable for delays or failures in performance resulting from acts beyond its control. Such acts shall include but not be limited to acts of God, strikes, lockouts, riots, acts of war or terrorism, epidemics, governmental regulations superimposed after the fact, fire, communication line failures, computer viruses, power failures, earthquakes or other disasters.

Agent’s Reliance, Etc. None Agent shall administer this Agreement and the other Loan Documents and service the Loan in accordance with the terms and conditions of this Agreement and with the Agentssame degree of care as Agent would use in servicing a loan of similar size and type held for its own account; provided, any however, that none of their affiliates or any of their respective its 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, bad faith negligence or willful misconduct. Without limiting the generality of the foregoing, each of the Agents Agent: (a) may treat the payee of any Note as its holder until such Note has been assigned in accordance with Section 14.6, (b) may rely on the Register to the extent set forth in Section 14.6, (ci) may consult with legal counsel (including counsel to the Company or any other Loan Partyfor 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, ; (dii) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made by or on behalf of Revlon, the Company or any of the Company’s 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 on the part of Borrower or any other Loan Document, as to inspect the financial condition Property (including the books and records) of the Company or any Loan Party or as to the existence or possible existence of any Default or Event of Default, Borrower; (fiv) shall not be responsible to any 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 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, cable or electronic mailtelex) or any telephone message believed by it to be genuine and signed or sent by the proper party or parties.

Agent’s Reliance, Etc. None of Neither the AgentsAdministrative Agent, any of their affiliates or the Managing Agents nor any of their respective directors, officers, agents or employees shall be liable to the Purchasers for any action taken or omitted to be taken by it, him, her it or them as Administrative Agent or Managing Agent under or in connection with this Agreement Agreement, any other Series Document or the other Loan Documentsany related agreement or document, except for its, his, her its or their own gross negligence, bad faith negligence or willful misconduct. Without limiting the foregoing, the Administrative Agent and each of the Agents Managing Agent: (a) may treat the payee of any Note as its holder until such Note has been assigned in accordance with Section 14.6, (b) may rely on the Register to the extent set forth in Section 14.6, (ci) may consult with legal counsel (including counsel to the Company 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, ; (dii) makes no warranty or representation to any Lender the Purchasers and shall not be responsible to any Lender the Purchasers for any statements, warranties or representations made by RCFC or on behalf of Revlon, the Company or DTAG (in any of the Company’s Subsidiaries in or capacity) in connection with this Agreement or any other Loan Series Document, ; (eiii) 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 Company terms, covenants or any Loan Party or as to the existence or possible existence conditions of any Default Series Document on the part of RCFC or Event DTAG (in any capacity) or to inspect the property (including the books and records) of Default, RCFC or DTAG (fin any capacity); (iv) shall not be responsible to any Lender Purchaser 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 (gv) shall incur no liability under or in respect of this Agreement or any other Loan Document 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 telex) or any telephone message believed by it in good faith to be genuine and signed or sent by the proper party or parties.

Agent’s Reliance, Etc. None of the Agents, (a) Neither Agent nor any of their affiliates or any of their its 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, bad faith negligence or willful misconduct. Without limiting the generality of the foregoing, each of the Agents Agent: (a) may treat the payee of any Note as its holder until such Note has been assigned in accordance with Section 14.6, (b) may rely on the Register to the extent set forth in Section 14.6, (ci) may consult with legal counsel (including including, without limitation, counsel to for the Company Borrower or the Portfolio Manager or any other Loan Party), of their Affiliates) and 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 Secured Party or any other Person and shall not be responsible to any Lender Secured Party or any Person for any statements, warranties or representations (whether written or oral) made by or on behalf of Revlon, the Company or any of the Company’s Subsidiaries in or in connection with this Agreement or any the other Loan Document, Facility Documents; (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 Agreement, the other Facility Documents or any Related Documents on the part of the Borrower or the Portfolio Manager or any other Loan Document, as Person or to inspect the financial condition property (including the books and records) of the Company Borrower or any Loan Party or as to the existence or possible existence of any Default or Event of Default, Portfolio Manager; (fiv) shall not be responsible to any Lender Secured Party or any other Person for the due execution, legality, validity, enforceability, genuineness, sufficiency sufficiency, ownership, transferability or value of, or the attachment, perfection or priority of any Lien created or purported to be created under or in connection withCollateral, 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 certificate, 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 to be genuine and believed by it to be signed or sent by the proper party or parties. No Agent shall have any liability to the Borrower or any Lender or any other Person for the Borrower’s or any Lender’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. (b) No Agent shall be liable for the actions of omissions of any other Agent (including without limitation 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 thereunder. Each Agent shall be entitled to assume the due authority of any signatory and genuineness of any signature appearing on any instrument or document it may receive (including, without limitation, each Notice of Borrowing received hereunder). No Agent shall be liable for any action taken in good faith and reasonably believed by it to be within the powers conferred upon it, or taken by it pursuant to any direction or instruction by which it is governed, or omitted to be taken by it by reason of the lack of direction or instruction required hereby for such action (including without limitation for refusing to exercise discretion or for withholding its consent in the absence of its receipt of, or resulting from a failure, delay or refusal on the part of any Lender to provide, written instruction to exercise such discretion or grant such consent from any such Lender, as applicable). No Agent shall be liable for any error of judgment made in good faith unless it shall be proven that such Agent was grossly negligent in ascertaining the relevant facts. Nothing herein or in any Facility Documents or Related Documents shall obligate any Agent to advance, expend or risk its own funds, or to take any action which in its reasonable judgment may cause it to incur any expense or financial or other liability for which it is not adequately indemnified. No Agents shall be liable for any indirect, special or consequential damages (included but not limited to lost profits) whatsoever, even if it has been informed of the likelihood thereof and regardless of the form of action. No Agent shall be charged with knowledge or notice of any matter unless actually known to a Responsible Officer of such Agent responsible for the administration of this Agreement, or unless and to the extent written notice of such matter is received by such agent at its address in accordance with Section 12.02. Any permissive grant of power to an Agent hereunder shall not be construed to be a duty to act solely by reason of such grant. Each Agent shall have only the duties and responsibilities that are specifically set forth in this Agreement and no covenants or obligations shall be implied in this Agreement against any Agent. Before acting hereunder, an Agent shall be entitled to request, receive and rely upon such certificates and opinions as it may reasonably determine appropriate with respect to the satisfaction of any specified circumstances or conditions precedent to such action. (c) No Agent shall be responsible or liable for delays or failures in performance resulting from acts beyond its control. Such acts shall include but not be limited to acts of God, strikes, lockouts, riots, acts of war or terrorism, epidemics, governmental regulations imposed with retroactive effect, fire, communication line failures, computer viruses, power failures, earthquakes or other disasters.

Agent’s Reliance, Etc. None of the Agents, (a) Neither Agent nor any of their affiliates or any of their its 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, bad faith negligence or willful misconduct. Without limiting the generality of the foregoing, each of the Agents Agent: (a) may treat the payee of any Note as its holder until such Note has been assigned in accordance with Section 14.6, (b) may rely on the Register to the extent set forth in Section 14.6, (ci) may consult with legal counsel (including including, without limitation, counsel to for the Company Borrower or the Collateral Manager or any other Loan Party), of their Affiliates) and 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 Secured Party or any other Person and shall not be responsible to any Lender Secured Party or any Person for any statements, warranties or representations (whether written or oral) made by or on behalf of Revlon, the Company or any of the Company’s 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 Documents on the part of the Borrower or the Collateral Manager or any other Loan Document, as Person or to inspect the financial condition property (including the books and records) of the Company Borrower or any Loan Party 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 any other Person 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 withCollateral, this Agreement, the other Facility Documents, any other Loan Related Document or any other instrument or document furnished pursuant hereto or thereto or for the validity, perfection, priority or enforceability of the Liens on the Collateral; 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 Certificate), instruction or waiver, report, statement, opinion, direction or other instrument or writing (which writing may be a telecopy delivered by facsimile, email, cable, telex or other electronic mailtransmission, if acceptable to it) or any telephone message reasonably believed by it to be genuine and signed or sent by the proper party or parties. No Agent shall have any liability to the Borrower or any Lender or any other Person for the Borrower’s, the Collateral Manager’s or any Lender’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. (b) No Agent shall be liable for the actions or omissions of any other Agent (including without limitation 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 Documents or any Related Documents, or their duties thereunder. Each Agent shall be entitled to assume the due authority of any signatory and genuineness of any signature appearing on any instrument or document it may receive (including, without limitation, each Notice of Borrowing received hereunder). No Agent shall be liable for any action taken in good faith and reasonably believed by it to be within the powers conferred upon it, or taken by it pursuant to any direction or instruction by which it is governed, or omitted to be taken by it by reason of the lack of direction or instruction required hereby for such action (including without limitation for refusing to exercise discretion or for withholding its consent in the absence of its receipt of, or resulting from a failure, delay or refusal on the part of the Required Lenders to provide, written instruction to exercise such discretion or grant such consent from the Required Lenders, as applicable). No Agent shall be liable for any error of judgment made in good faith unless it shall be proven by a court of competent jurisdiction that such Agent was grossly negligent in ascertaining the relevant facts. Nothing herein or in any Facility Documents or Related Documents shall obligate any Agent to advance, expend or risk its own funds, or to take any action which in its reasonable judgment may cause it to incur any expense or financial or other liability for which it is not adequately indemnified. No Agent shall be liable for any indirect, special or consequential damages (included but not limited to lost profits) whatsoever, even if it has been informed of the likelihood thereof and regardless of the form of action. No Agent shall be charged with knowledge or notice of any matter unless actually known to a Responsible Officer of such Agent, or unless and to the extent written notice of such matter is received by such Agent at its address in accordance with Section 16.02. Any electronically signed document delivered via email from a person purporting to be a Responsible Officer shall be considered signed or executed by such Responsible Officer on behalf of the applicable Person. No Agent shall have no duty to inquire into or investigate the authenticity or authorization of any such electronic signature and shall be entitled to conclusively rely on any such electronic signature without any liability with respect thereto. Any permissive grant of power to an Agent hereunder shall not be construed to be a duty to act. Neither Agent shall be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, entitlement order, approval, electronic transmission or other paper or document. Neither Agent shall be liable for any error of judgment, or for any act done or step taken or omitted by it, in good faith, or for any mistakes of fact or law, or for anything that it may do or refrain from doing in connection herewith except in the case of its willful misconduct, bad faith, reckless disregard or grossly negligent performance or omission of its duties. (c) No Agent shall be responsible or liable for delays or failures in performance resulting from acts beyond its control. Such acts shall include but not be limited to acts of God, strikes, lockouts, riots, acts of war, epidemics, governmental regulations imposed after the fact, fire, communication line failures, computer viruses, power failures, earthquakes or other disasters. (d) The delivery of reports, and other documents and information to the Collateral Agent hereunder or under any other Facility Document or Related Document is for informational purposes only and the Collateral Agent’s receipt of such documents and information shall not constitute constructive notice of any information contained therein or determinable from information contained therein. The Collateral Agent is hereby authorized and directed to execute and deliver the other Facility Documents to which it is a party. Whether or not expressly stated in such Facility Documents, in performing (or refraining from acting) thereunder, the Collateral Agent shall have all of the rights, benefits, protections and indemnities that are afforded to it in this Agreement. (e) Each Lender acknowledges that except as expressly set forth in this Agreement, the Collateral Agent has not made any representation or warranty to it, and that no act by the Collateral Agent hereafter taken, including any consent and acceptance of any assignment or review of the affairs of the Borrower, shall be deemed to constitute any representation or warranty by the Collateral Agent to any Secured Party as to any matter. Each Lender represents to the Collateral Agent that it has, independently and without reliance upon the Collateral Agent and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower, and made its own decision to enter into this Agreement and the other Facility Documents to which it is a party. Each Lender also represents that it will, independently and without reliance upon the Collateral Agent or any other Secured Party and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement and the Facility Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower and the Collateral Manager. The Collateral Agent shall not have any duty or responsibility to provide any Secured Party with any credit or other information concerning the business, prospects, operations, property, financial or other condition or creditworthiness of the Borrower or Collateral Manager which may come into the possession of the Collateral Agent.

Agent’s Reliance, Etc. None of the Agents, any of their affiliates or (a) Neither Agent 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 any of the other Loan Facility Documents, except for its, his, her its or their own gross negligence, bad faith negligence or willful misconduct. Without limiting the generality of the foregoing, each of the Agents Agent: (a) may treat the payee of any Note as its holder until such Note has been assigned in accordance with Section 14.6, (b) may rely on the Register to the extent set forth in Section 14.6, (ci) may consult with legal counsel (including counsel to for the Company Borrower or the Investment Advisor or any other Loan Party), of their Affiliates) and 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 Secured Party or any other Person and shall not be responsible to any Lender Secured Party or any Person for any statements, warranties or representations (whether written or oral) made by or on behalf of Revlon, the Company or any of the Company’s 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 or any notice, consent, certificate, instruction or waiver, report, statement, opinion, direction or other instrument or writing on the part of the Borrower, the Investment Advisor or any other Loan Document, as Person or to inspect the financial condition property (including the books and records) of the Company Borrower or any Loan Party or as to the existence or possible existence of any Default or Event of Default, Investment Advisor; (fiv) shall not be responsible to any Lender Secured Party or 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 and thereto; (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 facsimile, email, cable or electronic mailtelex, if acceptable to it) or any telephone message reasonably believed by it to be genuine and believed by it to be signed or sent by the proper party or parties; and (vi) shall not have any obligation whatsoever to any Person to assure that any collateral exists or is owned by any Person or is cared for, protected or insured or that any liens have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available with respect thereto. No Agent shall have any liability to the Borrower or any Lender or any other Person for the Borrower’s, the Investment Advisor’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. (b) No Agent shall be liable for the actions or omissions of any other Agent or other party to a Facility Document (including concerning the application of funds), or under any duty to monitor or investigate compliance on the part of any other Agent or other party to a Facility Document with the terms or requirements of this Agreement, any Facility Document or any Related Document, or their duties hereunder or thereunder. Each Agent shall be entitled to assume the due authority of any signatory and genuineness of any signature appearing on any instrument or document it may receive (including each Notice of Borrowing received hereunder) in the absence of its own gross negligence or willful misconduct. No Agent shall be liable for any action taken in good faith and reasonably believed by it to be within the powers conferred upon it, or taken by it pursuant to any direction or instruction by which it is governed, or omitted to be taken by it by reason of the lack of direction or instruction required hereby for such action (including for refusing to exercise discretion or for withholding its consent in the absence of its receipt of, or resulting from a failure, delay or refusal on the part of the Required Lenders to provide, written instruction to exercise such discretion or grant such consent from the Required Lenders, as applicable). No Agent shall be liable for any error of judgment made in good faith unless it shall be proven by a court of competent jurisdiction that such Agent was grossly negligent in ascertaining the relevant facts. Nothing herein or in any Facility Document or Related Document shall obligate any Agent to advance, expend or risk its own funds, or to take any action (or forbear from action) which in its reasonable judgment may cause it to incur any expense or financial or other liability for which it is not adequately indemnified. No Agent shall be liable for any indirect, special, punitive or consequential damages (including diminution in value or lost profits) whatsoever, even if it has been informed of the likelihood thereof and regardless of the form of action. No Agent shall be charged with knowledge or notice of any matter (including any Default or Event of Default) unless actually known to a Responsible Officer of such Agent, or unless and to the extent written notice of such matter is received by such Agent at its address in accordance with Section 13.02 and specifically references this Agreement or the Borrower. Any permissive grant of power to an Agent hereunder shall not be construed to be a duty to act. Each Agent shall have only the duties and responsibilities as are specifically set forth in this Agreement and no covenants, implied duties or obligations shall be implied in this Agreement against any Agent. Before acting hereunder, an Agent shall be entitled to request, receive and rely upon such certificates and opinions as it may reasonably determine appropriate with respect to the satisfaction of any specified circumstances or conditions precedent to such action. No Agent shall be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, entitlement order, approval, bond or other paper or document. No Agent shall be liable for any error of judgment, or for any act done or step taken or omitted by it, in good faith, or for any mistakes of fact or law, or for anything that it may do or refrain from doing in connection herewith, except in the case of its willful misconduct or grossly negligent performance or omission of its duties. (c) No Agent shall be responsible or liable for delays or failures in performance resulting from acts beyond its control. Such acts shall include acts of God, strikes, lockouts, riots, acts of war, epidemics, pandemics, disease, quarantine, national emergency, governmental regulations imposed after the fact, fire, communication line failures, computer viruses, power failures, loss or malfunction of utilities, communications or computers (software and hardware) services, earthquakes or other disasters. (d) The delivery of reports and other documents and information to the Collateral Agent hereunder or under any other Facility Document is for informational purposes only and the Collateral Agent’s receipt of such documents and information shall not constitute constructive notice of any information contained therein or determinable from information contained therein. The Collateral Agent is hereby authorized and directed to execute and deliver the other Facility Documents to which it is a party. Whether or not expressly stated in such Facility Documents, in performing (or refraining from acting) thereunder, the Collateral Agent shall have all of the rights, benefits, protections and indemnities which are afforded to it in this Agreement. (e) Each Lender acknowledges that, except as expressly set forth in this Agreement, no Agent has made any representation or warranty to it, and that no act by either Agent hereafter taken, including any consent and acceptance of any assignment or review of the affairs of the Borrower, shall be deemed to constitute any representation or warranty by such Agent to any Secured Party as to any matter. Each Lender represents to each Agent that it has, independently and without reliance upon such Agent and based on such documents and information as it has deemed appropriate, made its own appraisal of, and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower and the Investment Advisor, and made its own decision to enter into this Agreement and the other Facility Documents to which it is a party. Each Lender also represents that it will, independently and without reliance upon either Agent or any other Secured Party and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement and the Facility Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower and the Investment Advisor. No Agent shall have any duty or responsibility to provide any Secured Party with any credit or other information concerning the business, prospects, operations, property, financial or other condition or creditworthiness of the Borrower or Investment Advisor which may come into the possession of such Agent.

Agent’s Reliance, Etc. None of the Agents, (a) Neither Agent nor any of their affiliates or any of their its 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, bad faith negligence or willful misconduct. Without limiting the generality of the foregoing, each of the Agents Agent: (a) may treat the payee of any Note as its holder until such Note has been assigned in accordance with Section 14.6, (b) may rely on the Register to the extent set forth in Section 14.6, (ci) may consult with legal counsel (including including, without limitation, counsel to for the Company Borrower or the Investment Manager or any other Loan Party), of their Affiliates) and 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 Secured Party or any other Person and shall not be responsible to any Lender Secured Party or any Person for any statements, warranties or representations (whether written or oral) made by or on behalf of Revlon, the Company or any of the Company’s Subsidiaries in or in connection with this Agreement or any the other Loan Document, Facility Documents; (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 Agreement, the other Facility Documents or any Related Documents on the part of the Borrower or the Investment Manager or any other Loan Document, as Person or to inspect the financial condition property (including the books and records) of the Company Borrower or any Loan Party or as to the existence or possible existence of any Default or Event of Default, Investment Manager; (fiv) shall not be responsible to any Lender Secured Party or any other Person 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 withCollateral, 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 certificate, 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 to be genuine and believe by it to be signed or sent by the proper party or parties. No Agent shall have any liability to the Borrower or any Lender or any other Person for the Borrower’s or any Lender’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. (b) No Agent shall be liable for the actions of omissions of any other Agent (including without limitation 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 thereunder. Each Agent shall be entitled to assume the due authority of any signatory and genuineness of any signature appearing on any instrument or document it may receive (including, without limitation, each Notice of Borrowing received hereunder). No Agent shall be liable for any action taken in good faith and reasonably believed by it to be within the powers conferred upon it, or taken by it pursuant to any direction or instruction by which it is governed, or omitted to be taken by it by reason of the lack of direction or instruction required hereby for such action (including without limitation for refusing to exercise discretion or for withholding its consent in the absence of its receipt of, or resulting from a failure, delay or refusal on the part of any Lender to provide, written instruction to exercise such discretion or grant such consent from any such Lender, as applicable). No Agent shall be liable for any error of judgment made in good faith unless it shall be proven that such Agent was grossly negligent in ascertaining the relevant facts. Nothing herein or in any Facility Documents or Related Documents shall obligate any Agent to advance, expend or risk its own funds, or to take any action which in its reasonable judgment may cause it to incur any expense or financial or other liability for which it is not adequately indemnified. No Agents shall be liable for any indirect, special or consequential damages (included but not limited to lost profits) whatsoever, even if it has been informed of the likelihood thereof and regardless of the form of action. No Agent shall be charged with knowledge or notice of any matter unless actually known to a Responsible Officer of such Agent responsible for the administration of this Agreement, or unless and to the extent written notice of such matter is received by such agent had its address in accordance with Section 12.02. Any permissive grant of power to an Agent hereunder shall not be construed to be a duty to act. Before acting hereunder, an Agent shall be entitled to request, receive and rely upon such certificates and opinions as it may reasonably determine appropriate with respect to the satisfaction of any specified circumstances or conditions precedent to such action. (c) No Agent shall be responsible or liable for delays or failures in performance resulting from acts beyond its control. Such acts shall include but not be limited to acts of God, strikes, lockouts, riots, acts of war, epidemics, governmental regulations superimposed after the fact, fire, communication line failures, computer viruses, power failures, earthquakes or other disasters.

Agent’s Reliance, Etc. None of Neither the Agents, Agent nor any of their affiliates or any of their respective its 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 Program Documents, except for its, his, her its or their own gross negligence, bad faith negligence or willful misconduct. Without limiting the generality of the foregoing, each of the Agents Agent: (a) may treat the payee of any Note as its holder until such Note has been assigned in accordance with Section 14.6, (b) may rely on the Register to the extent set forth in Section 14.6, (ci) may consult with legal counsel (including counsel to for the Company Borrower or any other Loan Party), the Adviser) and 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 Secured Party or any other Person and shall not be responsible to any Lender Secured Party or any Person for any statements, warranties or representations (whether written or oral) made by or on behalf of Revlon, the Company or any of the Company’s Subsidiaries in or in connection with this Agreement or any the other Loan Document, Program Documents; (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 Agreement, the other Program Documents or any Loan Documents on the part of the Borrower, the Adviser, the Custodian or any other Loan Document, as Person or to inspect the financial condition property (including the books and records) of the Company Borrower, the Adviser, the Custodian or any Loan Party or as to the existence or possible existence of any Default or Event of Default, other Person; (fiv) shall not be responsible to any Lender Secured Party or any other Person 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, the other Program Documents, any other Loan 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 Program Document by acting upon any notice, consent, certificate or other instrument or writing (which writing may be a telecopy delivered 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.

Agent’s Reliance, Etc. None of (a) Neither the Agents, Administrative Agent nor any of their affiliates or any of their respective its 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, bad faith negligence or willful misconductmisconduct as determined by a court of competent jurisdiction by final and non-appealable judgment. Without limiting the generality of the foregoing, each of the Agents Administrative Agent: (a) may treat the payee of any Note as its holder until such Note has been assigned in accordance with Section 14.6, (b) may rely on the Register to the extent set forth in Section 14.6, (ci) may consult with legal counsel (including counsel to for the Company Borrower or any other Loan Party), Servicer or any of their Affiliates) and 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 Secured Party or any other Person and shall not be responsible to any Lender Secured Party or any Person for any statements, warranties or representations (whether written or oral) made by or on behalf of Revlon, the Company or any of the Company’s 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 Documents on the part of the Borrower or any Servicer or any other Loan Document, as Person or to inspect the financial condition property (including the books and records) of the Company Borrower or any Loan Party or as to the existence or possible existence of any Default or Event of Default, such Servicer; (fiv) shall not be responsible to any Lender Secured Party or any other Person 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 withCollateral, this Agreement, the other Facility Documents, any other Loan Related Document or any other instrument or document furnished pursuant hereto or thereto or for the validity, perfection, priority or enforceability of the Liens on the Collateral; 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 certificate, instruction or waiver, report, statement, opinion, direction or other instrument or writing (which writing may be a telecopy or electronic maildelivered by email) or any telephone message believed by it to be genuine and believe by it to be signed or sent by the proper party or parties. The Administrative Agent shall not have any liability to the Borrower or any Lender or any other Person for the Borrower’s, any Servicer’s or any Lender’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. (b) The Administrative Agent shall not be liable for the actions or 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 Documents or any Related Documents, or their duties thereunder. The Administrative Agent shall be entitled to assume the due authority of any signatory and genuineness of any signature appearing on any instrument or document it may receive (including each Notice of Borrowing received hereunder). The Administrative Agent shall not be liable for any action taken in good faith and reasonably believed by it to be within the powers conferred upon it, or taken by it pursuant to any direction or instruction by which it is governed, or omitted to be taken by it by reason of the lack of direction or instruction required hereby for such action (including for refusing to exercise discretion or for withholding its consent in the absence of its receipt of, or resulting from a failure, delay or refusal on the part of the Required Lenders to provide, written instruction to exercise such discretion or grant such consent from the Required Lenders) except as determined by a court of competent jurisdiction by final and non-appealable judgment that it was the result of the Administrative Agent’s willful misconduct or gross negligence. The Administrative Agent shall not be liable for any error of judgment made in good faith unless it shall be determined by a court of competent jurisdiction by final and non-appealable judgment that the Administrative Agent was grossly negligent in ascertaining the relevant facts. Nothing herein or in any Facility Documents or Related Documents shall obligate the Administrative Agent to advance, expend or risk its own funds, or to take any action which in its reasonable judgment may cause it to incur any expense or financial or other liability for which it is not adequately indemnified. The Administrative Agent shall not be liable for any indirect, special, punitive or consequential damages (included but not limited to lost profits) whatsoever, even if it has been informed of the likelihood thereof and regardless of the form of action. The Administrative Agent shall not be charged with knowledge or notice of any matter unless actually known to a Responsible Officer of the Administrative Agent, or unless and to the extent written notice of such matter is received by the Administrative Agent at its address in accordance with Section 12.02. Any permissive grant of power to the Administrative Agent hereunder shall not be construed to be a duty to act. The Administrative Agent shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, entitlement order, approval or other paper or document. The Administrative Agent shall not be liable for any error of judgment, or for any act done or step taken or omitted by it, in good faith, or for any mistakes of fact or law, or for anything that it may do or refrain from doing in connection herewith except as shall be determined by a court of competent jurisdiction by final and non-appealable judgment that it was the result of its willful misconduct or grossly negligent performance or omission of its duties. (c) The Administrative Agent shall not be responsible or liable for delays or failures in performance resulting from acts beyond its control. Such acts shall include but not be limited to acts of God, strikes, lockouts, riots, acts of war, epidemics, governmental regulations imposed after the fact, fire, communication line failures, computer viruses, power failures, earthquakes or other disasters.

Agent’s Reliance, Etc. None of the Agents, any of their affiliates or Neither Agent 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 any of the other Loan Facility Documents, except for its, his, her its or their own gross negligence, bad faith fraud or willful misconduct. Without limiting the generality of the foregoing, each of the Agents Agent: (a) may treat the payee of any Note as its holder until such Note has been assigned in accordance with Section 14.6, (b) may rely on the Register to the extent set forth in Section 14.6, (ci) may consult with legal counsel (including counsel to for the Company Borrower or the Collateral Manager or any other Loan Party), of their Affiliates) and independent public accountants and other experts selected by it and the advice or opinion of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted to be taken by such Agent in good faith in accordance with such opinion and shall not be liable for any action taken taken, suffered 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 Secured Party or any other Person and shall not be responsible to any Lender Secured Party or any Person for any statements, warranties or representations (whether written or oral) made by or on behalf of Revlon, the Company or any of the Company’s Subsidiaries in or in connection with this Agreement or any the other Loan Document, Facility Documents; (eiii) shall not have any duty to ascertain monitor, ascertain, or to inquire either investigate as to the performance or observance of any termof the terms, covenant covenants or condition conditions of this Agreement Agreement, the other Facility Documents, any Related Document or any notice, consent, certificate, instruction or waiver, report, statement, opinion, direction or other instrument or writing 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 the Company Borrower or any Loan Party 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 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 and thereto; (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 Certificate), 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 reasonably believed by it to be genuine and believed by it to be signed or sent by the proper party or parties; (vi) shall not be responsible to any Person for any recitals, statements, information, representations or warranties regarding the Borrower or the Collateral or in any document, certificate or other writing delivered in connection herewith or therewith or for the execution, effectiveness, genuineness, validity, enforceability, perfection, collectability, priority or sufficiency of thereof or any such other document or the financial condition of any Person or be required to make any inquiry concerning either the performance or observance of any of the terms, provisions or conditions related to any Person or the existence or possible existence of any Default or Event of Default; and (vii) shall not have any obligation whatsoever to any Person to assure that any collateral exists or is owned by any Person or is cared for, protected or insured or that any liens have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available with respect thereto. No Agent shall have any liability to the Borrower, 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.

Agent’s Reliance, Etc. None of the Agents, any of their affiliates The Agents or any of their respective ---------------------- directors, officers, agents or employees shall not 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, bad faith negligence or willful misconductmisconduct as determined by a final judgment of a court of competent jurisdiction. Without limiting the generality of the foregoing, each of the Agents (ai) may treat the payee of any Note as its the holder thereof until the Administrative Agent receive written notice of the assignment or transfer thereof, pursuant to Section 12.08 hereof, signed by such Note has been assigned payee and in accordance with Section 14.6, (b) may rely on the Register form satisfactory to the extent set forth in Section 14.6, Administrative Agent; (cii) may consult with legal counsel (including including, without limitation, counsel to the Company Agents or any other Loan Partycounsel to the Borrowers), 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 or experts, ; (diii) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, certificates, warranties or representations made by or on behalf of Revlon, the Company or any of the Company’s Subsidiaries in or in connection with this Agreement or any the other Loan Document, Documents; (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 or any the other Loan Document, as to Documents on the financial condition of the Company or any Loan Party or as to the existence or possible existence part of any Default Person or Event to inspect the Collateral or other property (including, without limitation, the books and records) of Default, any Person; (fv) shall not be responsible to any Lender 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; (vi) shall not be deemed to have made any representation or warranty regarding the existence, value or collectibility of the Collateral, the existence, priority or perfection of the Collateral Agent's Lien thereon, or the Borrowing Base or any certificate prepared by a Borrower in connection therewith, nor shall the Agents be responsible or liable to the Lenders for any failure to monitor or maintain the Borrowing Base or any portion of the Collateral; and (gvii) 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 telegram, telecopy, cable or electronic mailtelex) or any telephone message believed by it to be genuine and signed or sent by the proper party or parties.

Agent’s Reliance, Etc. None of the Agents, No Agent nor any of their affiliates or any of their respective its 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 an Agent under or in connection with this Agreement or the other Loan Documentsany related agreement or document, except for its, his, her its or their own gross negligence, bad faith negligence or willful misconduct. Without limiting the foregoing, each of the Agents Agent: (a) may treat the payee of any Note as its holder until such Note has been assigned in accordance with Section 14.6, (b) may rely on the Register to the extent set forth in Section 14.6, (ci) may consult with legal counsel (including counsel to the Company 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, ; (dii) makes no warranty or representation to any Lender the Purchasers or Agents and shall not be responsible to any Lender the Purchasers or Agents for any statements, warranties or representations made by or on behalf of Revlonthe Transferor, NFC, the Company Master Trust, the 1995 Master Trust Trustee, the Issuing Entity or the Indenture Trustee (in any of the Company’s Subsidiaries in or capacity) in connection with this Agreement or any other Loan Series Document, ; (eiii) 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 Company terms, covenants or any Loan Party or as to the existence or possible existence conditions of any Default Series Document on the part of the Transferor, NFC, the Master Trust, the 1995 Master Trust Trustee, the Issuing Entity or Event the Indenture Trustee (in any capacity) or to inspect the property (including the books and records) of Defaultthe Transferor, NFC, the Master Trust, the 1995 Master Trust Trustee, the Issuing Entity or the Indenture Trustee (fin any capacity); (iv) shall not be responsible to any Lender Purchaser or Agent 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 (gv) shall incur no liability under or in respect of this Agreement or any other Loan Document 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 in good faith to be genuine and signed or sent by the proper party or parties.

Agent’s Reliance, Etc. None of Neither the Agents, Program Agent nor any of their affiliates or Managing Agent 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 such Managing Agent or the Program Agent under or in connection with this Agreement or the other Loan DocumentsAgreement, except for its, his, her its or their own gross negligence, bad faith negligence or willful misconduct. Without limiting the generality of the foregoing, each of the Agents Program Agent and the Managing Agents: (a) may treat the payee of any Note as its holder until such Note has been assigned in accordance with Section 14.6, (b) may rely on the Register to the extent set forth in Section 14.6, (ci) may consult with legal counsel (including counsel to for the Company Borrower, the Servicer or any other Loan PartyAffiliate of Tampa Electric), 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 and shall not be responsible to any Lender for any statements, warranties or representations made by or on behalf of Revlon, the Company or any of the Company’s 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 on the part of the Borrower, the Servicer or any other Loan Document, as Affiliate of Tampa Electric or to inspect the financial condition property (including the books and records) of the Company Borrower, the Servicer or any Loan Party or as to the existence or possible existence other Affiliate of any Default or Event of Default, Tampa Electric; (fiv) shall not be responsible to any 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 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 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.

Agent’s Reliance, Etc. None of the Agents, any of their affiliates or (a) Neither Agent 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 any of the other Loan Facility Documents, except for its, his, her its or their own gross negligence, bad faith negligence or willful misconduct. Without limiting the generality of the foregoing, each of the Agents Agent: (a) may treat the payee of any Note as its holder until such Note has been assigned in accordance with Section 14.6, (b) may rely on the Register to the extent set forth in Section 14.6, (ci) may consult with legal counsel (including counsel to for the Company Borrower or the Servicer or any other Loan Party), of their Affiliates) and 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 Secured Party or any other Person and shall not be responsible to any Lender Secured Party or any Person for any statements, warranties or representations (whether written or oral) made by or on behalf of Revlon, the Company or any of the Company’s 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 Servicer or any other Loan Document, as Person or to inspect the financial condition property (including the books and records) of the Company Borrower or any Loan Party or as to the existence or possible existence of any Default or Event of Default, Servicer; (fiv) shall not be responsible to any Lender Secured Party or 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 reasonably believed by it to be genuine and believed by it to be signed or sent by the proper party or parties. No Agent shall have any liability to the Borrower or any Lender or any other Person for the Borrower’s, the Servicer’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. (b) No Agent shall be liable for the actions or omissions of any other Agent (including concerning the application of funds) or other party to a Facility Document, or under any duty to monitor or investigate compliance on the part of any other Agent or other party to a Facility Document with the terms or requirements of this Agreement, any Facility Document or any Related Document, or their duties hereunder or thereunder. Each Agent shall be entitled to assume the due authority of any signatory and genuineness of any signature appearing on any instrument or document it may receive (including each Notice of Borrowing received hereunder) in the absence of its own gross negligence or willful misconduct. No Agent shall be liable for any action taken in good faith and reasonably believed by it to be within the powers conferred upon it, or taken by it pursuant to any direction or instruction by which it is governed, or omitted to be taken by it by reason of the lack of direction or instruction required hereby for such action (including for refusing to exercise discretion or for withholding its consent in the absence of its receipt of, or resulting from a failure, delay or refusal on the part of the Required Lenders to provide, written instruction to exercise such discretion or grant such consent from the Required Lenders, as applicable). No Agent shall be liable for any error of judgment made in good faith unless it shall be proven by a court of competent jurisdiction that such Agent was grossly negligent in ascertaining the relevant facts. Nothing herein or in any Facility Document or Related Document shall obligate any Agent to advance, expend or risk its own funds, or to take any action which in its reasonable judgment may cause it to incur any expense or financial or other liability for which it is not adequately indemnified. No Agent shall be liable for any indirect, special, punitive or consequential damages (including lost profits) whatsoever, even if it has been informed of the likelihood thereof and regardless of the form of action. No Agent shall be charged with knowledge or notice of any matter (including, without limitation, a Default or Event of Default) unless actually known to a Responsible Officer of such Agent, or unless and to the extent written notice of such matter is received by such Agent at its address in accordance with Section 13.02. Any permissive grant of power to an Agent hereunder shall not be construed to be a duty to act. Each Agent shall have only the duties and responsibilities as are specifically set forth in this Agreement and no covenants or obligations shall be implied in this Agreement against any Agent. Before acting hereunder, an Agent shall be entitled to request, receive and rely upon such certificates and opinions as it may reasonably determine appropriate with respect to the satisfaction of any specified circumstances or conditions precedent to such action. Neither Agent shall be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, entitlement order, approval or other paper or document. Neither Agent shall be liable for any error of judgment, or for any act done or step taken or omitted by it, in good faith, or for any mistakes of fact or law, or for anything that it may do or refrain from doing in connection herewith, except in the case of its willful misconduct or grossly negligent performance or omission of its duties. (c) No Agent shall be responsible or liable for delays or failures in performance resulting from acts beyond its control. Such acts shall include acts of God, strikes, lockouts, riots, acts of war, epidemics, governmental regulations imposed after the fact, fire, communication line failures, computer viruses, power failures, loss or malfunction of utilities, communications or computers (software and hardware) services, earthquakes or other disasters. (d) The delivery of reports and other documents and information to the Collateral Agent hereunder or under any other Facility Document is for informational purposes only and the Collateral Agent’s receipt of such documents and information shall not constitute constructive notice of any information contained therein or determinable from information contained therein. The Collateral Agent is hereby authorized and directed to execute and deliver the other Facility Documents to which it is a party. Whether or not expressly stated in such Facility Documents, in performing (or refraining from acting) thereunder, the Collateral Agent shall have all of the rights, benefits, protections and indemnities which are afforded to it in this Agreement. (e) Each Lender acknowledges that, except as expressly set forth in this Agreement, neither Agent has made any representation or warranty to it, and that no act by either Agent hereafter taken, including any consent and acceptance of any assignment or review of the affairs of the Borrower, shall be deemed to constitute any representation or warranty by such Agent to any Secured Party as to any matter. Each Lender represents to each Agent that it has, independently and without reliance upon such Agent and based on such documents and information as it has deemed appropriate, made its own appraisal of, and investigation into, the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower and the Servicer, and made its own decision to enter into this Agreement and the other Facility Documents to which it is a party. Each Lender also represents that it will, independently and without reliance upon either Agent or any other Secured Party and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement and the Facility Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower and the Servicer. Neither Agent shall have any duty or responsibility to provide any Secured Party with any credit or other information concerning the business, prospects, operations, property, financial or other condition or creditworthiness of the Borrower or Servicer which may come into the possession of such Agent.

Agent’s Reliance, Etc. None of the Agents, any of their affiliates or (a) Neither Agent 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 any of the other Loan Facility Documents, except for its, his, her its or their own gross negligence, bad faith negligence or willful misconduct. Without limiting the generality of the foregoing, each of the Agents Agent: (a) may treat the payee of any Note as its holder until such Note has been assigned in accordance with Section 14.6, (b) may rely on the Register to the extent set forth in Section 14.6, (ci) may consult with legal counsel (including counsel to for the Company Borrower or the Collateral Manager or any other Loan Party), of their Affiliates) and 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 Secured Party or any other Person and shall not be responsible to any Lender Secured Party or any Person for any statements, warranties or representations (whether written or oral) made by or on behalf of Revlon, the Company or any of the Company’s 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 the Company Borrower or any Loan Party 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 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 to be genuine and believe by it to be signed or sent by the proper party or parties. No Agent shall 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. (b) No Agent shall be liable for the actions of 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. Each Agent shall be entitled to assume the due authority of any signatory and genuineness of any signature appearing on any instrument or document it may receive (including each Notice of Borrowing received hereunder). No Agent shall be liable for any action taken in good faith and reasonably believed by it to be within the powers conferred upon it, or taken by it pursuant to any direction or instruction by which it is governed, or omitted to be taken by it by reason of the lack of direction or instruction required hereby for such action (including for refusing to exercise discretion or for withholding its consent in the absence of its receipt of, or resulting from a failure, delay or refusal on the part of the Required Lenders to provide, written instruction to exercise such discretion or grant such consent from the Required Lenders, as applicable). No Agent shall be liable for any error of judgment made in good faith unless it shall be proven by a court of competent jurisdiction that such Agent was grossly negligent in ascertaining the relevant facts. Nothing herein or in any Facility Document or Related Document shall obligate any Agent to advance, expend or risk its own funds, or to take any action which in its reasonable judgment may cause it to incur any expense or financial or other liability for which it is not adequately indemnified. No Agent shall be liable for any indirect, special, punitive or consequential damages (including lost profits) whatsoever, even if it has been informed of the likelihood thereof and regardless of the form of action. No Agent shall be charged with knowledge or notice of any matter unless actually known to a Responsible Officer of such Agent, or unless and to the extent written notice of such matter is received by such Agent at its address in accordance with Section 12.02. Any permissive grant of power to an Agent hereunder shall not be construed to be a duty to act. Neither Agent shall be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, entitlement order, approval or other paper or document. Neither Agent shall be liable for any error of judgment, or for any act done or step taken or omitted by it, in good faith, or for any mistakes of fact or law, or for anything that it may do or refrain from doing in connection herewith, except in the case of its willful misconduct or grossly negligent performance or omission of its duties. (c) No Agent shall be responsible or liable for delays or failures in performance resulting from acts beyond its control. Such acts shall include acts of God, strikes, lockouts, riots, acts of war, epidemics, governmental regulations imposed after the fact, fire, communication line failures, computer viruses, power failures, earthquakes or other disasters. (d) The delivery of reports and other documents and information to the Collateral Agent hereunder or under any other Facility Document is for informational purposes only and the Collateral Agent’s receipt of such documents and information shall not constitute constructive notice of any information contained therein or determinable from information contained therein. The Collateral Agent is hereby authorized and directed to execute and deliver the other Facility Documents to which it is a party. Whether or not expressly stated in such Facility Documents, in performing (or refraining from acting) thereunder, the Collateral Agent shall have all of the rights, benefits, protections and indemnities which are afforded to it in this Agreement. (e) Each Lender acknowledges that, except as expressly set forth in this Agreement, neither Agent has made any representation or warranty to it, and that no act by either Agent hereafter taken, including any consent and acceptance of any assignment or review of the affairs of the Borrower, shall be deemed to constitute any representation or warranty by such Agent to any Secured Party as to any matter. Each Lender represents to each Agent that it has, independently and without reliance upon such Agent and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower and the Collateral Manager, and made its own decision to enter into this Agreement and the other Facility Documents to which it is a party. Each Lender also represents that it will, independently and without reliance upon either Agent or any other Secured Party and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement and the Facility Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower and the Collateral Manager. Neither Agent shall have any duty or responsibility to provide any Secured Party with any credit or other information concerning the business, prospects, operations, property, financial or other condition or creditworthiness of the Borrower or Collateral Manager which may come into the possession of such Agent.

Agent’s Reliance, Etc. None of the Agents, any of their affiliates or (a) Neither Agent 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 any of the other Loan Facility Documents, except for its, his, her its or their own gross negligence, bad faith negligence or willful misconduct. Without limiting the generality of the foregoing, each of the Agents Agent: (a) may treat the payee of any Note as its holder until such Note has been assigned in accordance with Section 14.6, (b) may rely on the Register to the extent set forth in Section 14.6, (ci) may consult with legal counsel (including counsel to for the Company Borrower or the Collateral Manager or any other Loan Party), of their Affiliates) and 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 Secured Party or any other Person and shall not be responsible to any Lender Secured Party or any Person for any statements, warranties or representations (whether written or oral) made by or on behalf of Revlon, the Company or any of the Company’s 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 or any notice, consent, certificate, instruction or waiver, report, statement, opinion, direction or other instrument or writing 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 the Company Borrower or any Loan Party 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 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 and thereto; (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 reasonably believed by it to be genuine and believed by it to be signed or sent by the proper party or parties; (vi) shall not be responsible to any Person for any recitals, statements, information, representations or warranties regarding the Borrower or the Collateral or in any document, certificate or other writing delivered in connection herewith or therewith or for the execution, effectiveness, genuineness, validity, enforceability, perfection, collectability, priority or sufficiency of thereof or any such other document or the financial condition of any Person or be required to make any inquiry concerning either the performance or observance of any of the terms, provisions or conditions related to any Person or the existence or possible existence of any Default or Event of Default; and (vii) shall not have any obligation whatsoever to any Person to assure that any collateral exists or is owned by any Person or is cared for, protected or insured or that any liens have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available with respect thereto. No Agent shall 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. (b) No Agent shall be liable for the actions or omissions of any other Agent (including concerning the application of funds) or other party to a Facility Document, or under any duty to monitor or investigate compliance on the part of any other Agent or other party to a Facility Document with the terms or requirements of this Agreement, any Facility Document or any Related Document, or their duties hereunder or thereunder. Each Agent shall be entitled to assume the due authority of any signatory and genuineness of any signature appearing on any instrument or document it may receive (including each Notice of Borrowing received hereunder) in the absence of its own gross negligence or willful misconduct. No Agent shall be liable for any action taken in good faith and reasonably believed by it to be within the powers conferred upon it, or taken by it pursuant to any direction or instruction by which it is governed, or omitted to be taken by it by reason of the lack of direction or instruction required hereby for such action (including for refusing to exercise discretion or for withholding its consent in the absence of its receipt of, or resulting from a failure, delay or refusal on the part of the Majority Lenders to provide, written instruction to exercise such discretion or grant such consent from the Majority Lenders, as applicable). No Agent shall be liable for any error of judgment made in good faith unless it shall be proven by a final, non-appealable judgment from a court of competent jurisdiction that such Agent was grossly negligent in ascertaining the relevant facts. Nothing herein or in any Facility Document or Related Document shall obligate any Agent to advance, expend or risk its own funds, or to take any action which in its reasonable judgment may cause it to incur any expense or financial or other liability for which it is not adequately indemnified. No Agent shall be liable for any indirect, special, punitive or consequential damages (including diminution in value or lost profits) whatsoever, even if it has been informed of the likelihood thereof and regardless of the form of action. No Agent shall be charged with knowledge or notice of any matter unless actually known to a Responsible Officer of such Agent, or, subject to Section 12.03(d) below, unless and to the extent written notice of such matter is received by such Agent at its address in accordance with Section 13.02. Any permissive grant of power to an Agent hereunder shall not be construed to be a duty to act. Each Agent shall have only the duties and responsibilities as are specifically set forth in this Agreement and no covenants, duties or obligations shall be implied in this Agreement against any Agent. Before acting hereunder, an Agent shall be entitled to request, receive and rely upon such certificates and opinions as it may reasonably determine appropriate with respect to the satisfaction of any specified circumstances or conditions precedent to such action. Neither Agent shall be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, entitlement order, approval or other paper, electronic communication or document. Neither Agent shall be liable for any error of judgment, or for any act done or step taken or omitted by it, in good faith, or for any mistakes of fact or law, or for anything that it may do or refrain from doing in connection herewith, except in the case of its willful misconduct or grossly negligent performance or omission of its duties. (c) No Agent shall be responsible or liable for delays or failures in performance resulting from acts beyond its control. Such acts shall include acts of God, strikes, lockouts, riots, acts of war, epidemics disease, pandemics, quarantine, national emergency, governmental regulations imposed after the fact, fire, communication line failures, computer viruses, power failures, loss or malfunction of utilities, communications or computers (software and hardware) services, earthquakes or other disasters, national emergency, malware or ransomware attack, unavailability of the Federal Reserve Bank wire or telex system or other applicable wire or funds transfer system, or unavailability of any securities clearing system. (d) The delivery of reports and other documents and information to the Collateral Agent hereunder or under any other Facility Document is for informational purposes only and the Collateral Agent’s receipt of such documents and information shall not constitute constructive notice of any information contained therein or determinable from information contained therein. The Collateral Agent is hereby authorized and directed to execute and deliver the other Facility Documents to which it is a party. Whether or not expressly stated in such Facility Documents, in performing (or refraining from acting) thereunder, the Collateral Agent shall have all of the rights, benefits, protections and indemnities which are afforded to it in this Agreement. (e) Each Lender acknowledges that, except as expressly set forth in this Agreement, neither Agent has made any representation or warranty to it, and that no act by either Agent hereafter taken, including any consent and acceptance of any assignment or review of the affairs of the Borrower, shall be deemed to constitute any representation or warranty by such Agent to any Secured Party as to any matter. Each Lender represents to each Agent that it has, independently and without reliance upon such Agent and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower and the Collateral Manager, and made its own decision to enter into this Agreement and the other Facility Documents to which it is a party. Each Lender also represents that it will, independently and without reliance upon either Agent or any other Secured Party and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement and the Facility Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower and the Collateral Manager. Neither Agent shall have any duty or responsibility to provide any Secured Party with any credit or other information concerning the business, prospects, operations, property, financial or other condition or creditworthiness of the Borrower or Collateral Manager which may come into the possession of such Agent.

Agent’s Reliance, Etc. None of Neither the Agents, Agent nor any of their affiliates or any of their respective its 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 any other Loan DocumentsDocument, except for its, his, her its or their own gross negligence, bad faith negligence or willful misconduct. Without limiting limitation to the generality of the foregoing, each of the Agents Agent: (a) may treat the payee of any Note as its the holder thereof until the Agent receives and accepts an Assignment and Acceptance entered into by the Lender that is the payee of such Note has been assigned Note, as assignor, and an Eligible Assignee, as assignee, as provided in accordance with Section 14.6, 8.07; (b) may rely on the Register to the extent set forth in Section 14.6, (c) may consult with legal counsel (including counsel to for the Company 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 and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made by or on behalf of Revlon, the Company or any of the Company’s Subsidiaries in or in connection with this Agreement or Agreement, any other Loan Document or any PPA 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 Material Document on the financial condition part of the Company Borrower or Southern or any Loan Party other party thereto, or as to inspect the existence property (including the books and records) of the Borrower or possible existence of any Default or Event of Default, Southern; (fe) shall not be responsible to any Lender 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 Material 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 telecopy by telecopier, telegram or electronic mailtelex) or any telephone message believed by it to be genuine and signed or sent by the proper party or parties.

Agent’s Reliance, Etc. None Notwithstanding any other provisions of this Agreement or any other Loan Documents, neither the Agents, Agent nor any of their affiliates or any of their respective its 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, bad faith negligence or willful misconductmisconduct in connection with its duties expressly set forth herein or therein. Without limiting the generality of the foregoing, each of the Agents (a) may treat the payee of any Note as its holder until such Note has been assigned in accordance with Section 14.6, (b) may rely on the Register to the extent set forth in Section 14.6, (c) Agent: may consult with legal counsel (including its own counsel to or counsel for the Company 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 Agent nor any of its directors, officers, agents, employees or counsel: (da) makes no any warranty or representation to any Lender or any other Person and shall not be responsible to any Lender or any other Person for any statementsstatement, warranties warranty or representations representation made or deemed made by or on behalf of Revlonthe Borrower, the Company any other Loan Party or any of the Company’s 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 the Company 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 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 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. The 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.

Agent’s Reliance, Etc. None Neither the Agent, any Affiliate of the AgentsAgent, any of their affiliates or nor any of their respective directors, officers, agents agents, employees, attorneys or employees shall consultants will be liable to any Lender for any action taken or omitted to be taken by it, him, her it or them under or in connection with this Agreement Second Restated Credit Agreement, any of the Obligations, any of the Collateral or the other any Loan DocumentsDocument, except for its, his, her its or their own gross negligence, bad faith negligence or willful misconduct. Without limiting limitation of the generality of the foregoing, each of the Agents Agent: (a) may treat the payee of any Note as its holder until such Note has been assigned in accordance with Section 14.6, (b) may rely on the Register to the extent set forth in Section 14.6, (c) may consult with legal counsel (including counsel to for the Company or any other Loan PartyCompany), independent public accountants and other experts selected by it and shall will 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, ; (db) makes no warranty or representation to any Lender and shall will not be responsible to any Lender for any statements, warranties or representations made by or on behalf of Revlon, the Company or any of the Company’s Subsidiaries in or in connection with this Agreement Second Restated Credit Agreement, the Notes or any other Loan Document, ; (ec) shall will 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 Second Restated Credit Agreement, the Obligations or any other Loan Document, as to Document on the financial condition part of the Company or any Loan Party or as to the existence or possible existence of any Potential Default, Default or Event of Default, Default or to inspect the property (fincluding the books and records) shall of the Company; (d) will not be responsible to any 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 Second Restated Credit Agreement, the Obligations or any other Loan Document or any other instrument or document furnished pursuant hereto thereto; (e) will have no obligation to any Person to assure that the Collateral exists or thereto is owned by the Company or is cared for, protected or insured or has been encumbered or that the liens granted to Agent pursuant to the Loan Documents have been created, perfected, protected or enforced or are entitled to any particular priority or to exercise at all or in any particular manner or under any duty of care any right, authority or power in respect of the Collateral; and (gf) shall will incur no liability under or in respect of this Agreement Second Restated Credit Agreement, the Obligations or any other Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which writing may be a by telephone, telegram, cable, telecopy or electronic mailtelex) or any telephone message believed by it to be genuine and signed or sent by the proper party or parties. The Agent will not be liable for any apportionment or distribution of payments made by it in good faith pursuant to this Second Restated Credit Agreement, and if any such apportionment or distribution is subsequently determined to have been made in error the sole recourse of any Person to whom payment was due, but not made, shall be to recover from the recipients of such payments any payment in excess of the amount to which they are determined to have been entitled.

Agent’s Reliance, Etc. None of Neither the Agents, Agent nor any of their affiliates or any of their respective its directors, officers, agents or employees shall be liable to any Lender or Issuer for any action taken or omitted to be taken by it, him, her it or them under or in connection with this Agreement any Financing Document or the other Loan DocumentsBond Document, except for its, his, her its or their own gross negligence, bad faith negligence or willful misconduct. Without limiting the generality of the foregoing, each of the Agents Agent: (a) may treat the payee original or any successor holder of any Note as its the holder thereof until it receives notice from the Lender which is the payee of such Note has been assigned in accordance with Section 14.6, concerning the assignment of such Note; (b) may rely on the Register to the extent set forth in Section 14.6, (c) may employ and consult with legal counsel (including counsel to for either the Company Borrower or any other Loan Partyof its Subsidiaries), independent public accountants accountants, and other experts selected by it and shall not be liable to any Lender for any action taken taken, or omitted to be taken taken, in good faith by it or them in accordance with the advice of such counsel, accountants, or experts received in such consultations and shall not be liable for any negligence or misconduct of any such counsel, accountants or other experts, ; (dc) makes no warranty or representation to any Lender or Issuer and shall not be responsible to any Lender or Issuer for any opinions, certifications, statements, warranties or representations made by or on behalf of Revlon, the Company or any of the Company’s Subsidiaries in or in connection with this Agreement or any other Loan Financing Document, ; (ed) shall not have any duty to any Lender or Issuer 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 any Financing Document or any other Loan Document, as instrument or document furnished pursuant thereto or to satisfy itself that all conditions to and requirements for any credit extension have been met or that the financial condition Borrower is entitled to any credit extension or to inspect the property (including the books and records) of the Company Borrower or any Loan Party 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 item of Collateral or purported to be created under or in connection withFinancing Document, this Agreement, any other Loan Bond Document or any other instrument or document furnished pursuant hereto thereto or thereto hereto, nor for the creation, perfection or priority of any Liens purported to be created by any Financing Documents; 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 certificate, or other instrument or writing (which writing may be a telecopy by telegram, cable, telex, or electronic mailotherwise) or any telephone message believed by it to be genuine and signed or sent by the proper party or parties.

Agent’s Reliance, Etc. None Notwithstanding any other provisions of this Agreement or any other Loan Documents, neither the Agents, Agent nor any of their affiliates or any of their respective its 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 or their the Agent’s own gross negligence, bad faith negligence or willful misconductmisconduct in connection with its obligations expressly set forth herein or therein, as determined by a court of competent jurisdiction in a final, non-appealable judgment. Without limiting the generality of the foregoing, each of the Agents (a) may treat the payee of any Note as its holder until such Note has been assigned in accordance with Section 14.6, (b) may rely on the Register to the extent set forth in Section 14.6, (c) Agent: may consult with legal counsel (including its own counsel to the Company or counsel for any other Loan Borrower 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 Agent nor any of its directors, officers, agents, employees or counsel: (da) makes no any warranty or representation to any Lender or any other Person and shall not be responsible to any Lender or any other Person for any statementsrecitals, warranties statement, warranty or representations representation made or deemed made by or on behalf of Revlon, the Company any Borrower Party or any of the Company’s 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 the Company any conditions precedent under this Agreement or any Loan Party Document on the part of Borrowers or as to other Persons or inspect the existence property, books or possible existence records of Borrowers or any Default or Event of Default, other Person; (fc) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value ofof this Agreement or any other Loan Document, any other instrument, certificate, report or document furnished pursuant thereto or any Collateral covered thereby or the attachment, perfection or priority of any Lien created in favor of the 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 or warranties contained in connection with, this Agreement, any other of the Loan Document Documents or any other instrument 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 reasonably believed by it to be genuine and signed signed, sent or sent given by the proper party or parties. The 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.

Agent’s Reliance, Etc. None of (a) Neither the Agents, Administrative Agent nor any of their affiliates or any of their respective its 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, bad faith negligence or willful misconduct. Without limiting the generality of the foregoing, each of the Agents Administrative Agent: (a) may treat the payee of any Note as its holder until such Note has been assigned in accordance with Section 14.6, (b) may rely on the Register to the extent set forth in Section 14.6, (ci) may consult with legal counsel (including counsel to for the Company Borrower, the Parent or the Servicer 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 experts, ; (dii) makes no warranty or representation to any Lender Secured Party or any other Person and shall not be responsible to any Lender Secured Party or any Person for any statements, warranties or representations (whether written or oral) made by or on behalf of Revlon, the Company or any of the Company’s 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 Documents on the part of the Borrower, the Parent or the Servicer or any other Loan Document, as Person or to inspect the financial condition property (including the books and records) of the Company Borrower, the Parent or any Loan Party or as to the existence or possible existence of any Default or Event of Default, Servicer; (fiv) shall not be responsible to any Lender Secured Party or any other Person 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 withCollateral, this Agreement, the other Facility Documents, any other Loan Related Document or any other instrument or document furnished pursuant hereto or thereto or for the validity, perfection, priority or enforceability of the Liens on the Collateral; 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 Monthly Report), 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 reasonably believed by it to be genuine and believe by it to be signed or sent by the proper party or parties. The Administrative Agent shall not have any liability to the Borrower, the Parent or any Lender or any other Person for the Borrower’s, the Parent’s, the Servicer’s or any Lender’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. (b) Except as otherwise provided in this Agreement, the Administrative Agent shall not be liable for the actions or 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 Documents or any Related Documents, or their duties thereunder. The Administrative Agent shall be entitled to assume the due authority of any signatory and genuineness of any signature appearing on any instrument or document it may receive (including each Request for Advance received hereunder). The Administrative Agent shall not be liable for any action taken in good faith and reasonably believed by it to be within the powers conferred upon it, or taken by it pursuant to any direction or instruction by which it is governed, or omitted to be taken by it by reason of the lack of direction or instruction required hereby for such action (including for refusing to exercise discretion or for withholding its consent in the absence of its receipt of, or resulting from a failure, delay or refusal on the part of the Majority Lenders to provide, written instruction to exercise such discretion or grant such consent from the Majority Lenders, as applicable). Nothing herein or in any Facility Documents or Related Documents shall obligate the Administrative Agent to advance, expend or risk its own funds, or to take any action which in its reasonable judgment may cause it to incur any expense or financial or other liability for which it is not adequately indemnified. The Administrative Agent shall not be liable for any indirect, special or consequential damages (included but not limited to lost profits) whatsoever, even if it has been informed of the likelihood thereof and regardless of the form of action. The Administrative Agent shall not be charged with knowledge or notice of any matter unless actually known to a Responsible Officer of the Administrative Agent, or unless and to the extent written notice of such matter is received by the Administrative Agent at its address in accordance with Section 11.02. Any permissive grant of power to the Administrative Agent hereunder shall not be construed to be a duty to act. The Administrative Agent shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, entitlement order, approval or other paper or document. The Administrative Agent shall not be liable for any error of judgment, or for any act done or step taken or omitted by it, in good faith, or for any mistakes of fact or law, or for anything that it may do or refrain from doing in connection herewith unless it shall be proven by a court of competent jurisdiction that the Administrative Agent engaged in willful misconduct or was grossly negligent in the performance or omission of its duties. (c) The Administrative Agent shall not be responsible or liable for delays or failures in performance resulting from acts beyond its control. Such acts shall include but not be limited to acts of God, strikes, lockouts, riots, acts of war, epidemics, governmental regulations imposed after the fact, fire, communication line failures, computer viruses, power failures, earthquakes or other disasters.

Agent’s Reliance, Etc. None of Neither the Agents, Program Agent nor any of their affiliates or Managing Agent 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 such Managing Agent or the Program Agent under or in connection with this Agreement or the other Loan DocumentsAgreement, except for its, his, her its or their own gross negligence, bad faith negligence or willful misconduct. Without limiting the generality of the foregoing, each of the Agents Program Agent and the Managing Agents: (a) may treat the payee of any Note as its holder until such Note has been assigned in accordance with Section 14.6, (b) may rely on the Register to the extent set forth in Section 14.6, (ci) may consult with legal counsel (including counsel to for the Company Borrower, the Servicer or any other Loan PartyAffiliate of PSE), 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 and shall not be responsible to any Lender for any statements, warranties or representations made by or on behalf of Revlon, the Company or any of the Company’s 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 on the part of the Borrower, the Servicer or any other Loan Document, as Affiliate of PSE or to inspect the financial condition property (including the books and records) of the Company Borrower, the Servicer or any Loan Party or as to the existence or possible existence other Affiliate of any Default or Event of Default, PSE; (fiv) shall not be responsible to any 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 Agreement or any other instrument or document furnished pursuant hereto hereto, or thereto for the perfection, priority, condition, value or sufficiency of any collateral pledged in connection herewith; and (gv) shall incur no liability under or in respect of this Agreement or any other Loan Document 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.

Agent’s Reliance, Etc. None of the AgentsNeither Agent, any Affiliate of their affiliates or Agent, nor any of their respective directors, officers, agents agents, employees, attorneys or employees shall consultants will 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 Agreement, any of the Obligations, any of the Collateral or the other Loan Documentsany Security Document, except for its, his, her its or their own gross negligence, bad faith negligence or willful misconduct. Without limiting limitation of the generality of the foregoing, each of the Agents Agent: (a) may treat the payee of any Note as its holder until such Note has been assigned in accordance with Section 14.6, (b) may rely on the Register to the extent set forth in Section 14.6, (c) may consult with legal counsel (including counsel to the Company or any other Loan Partyfor Borrower), independent public accountants and other experts selected by it and shall will 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, ; (db) makes no warranty or representation to any Lender and shall will not be responsible to any Lender for any statements, warranties or representations made by or on behalf of Revlon, the Company or any of the Company’s Subsidiaries in or in connection with this Agreement Agreement, any Note or any other Loan Security Document, ; (ec) shall will 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 Agreement, the Obligations or any other Loan Document, as to Security Document on the financial condition part of the Company or any Loan Party Borrower or as to the existence or possible existence of any Default or Event of Default, Default or to inspect the property (fincluding the books and records) shall of Borrower; (d) will not be responsible to any 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, the Obligations or any other Loan Security Document or any other instrument or document furnished pursuant hereto thereto; (e) will have no obligation to any Person to assure that the Collateral exists or thereto is owned by Borrower or is cared for, protected or insured or has been encumbered or that the liens granted to Agent pursuant to the Security Documents have been created, perfected, protected or enforced or are entitled to any particular priority or to exercise at all or in any particular manner or under any duty of care any right, authority or power in respect of the Collateral; and (gf) shall will incur no liability under or in respect of this Agreement Agreement, the Obligations or any other Loan Security Document by acting upon any notice, consent, certificate or other instrument or writing (which writing may be a by telephone, telegram, cable, telecopy or electronic mailtelex) or any telephone message believed by it to be genuine and signed or sent by the proper party or parties. Agent will not be liable for any apportionment or distribution of payments made by it in good faith pursuant to this Agreement, and if any such apportionment or distribution is subsequently determined to have been made in error the sole recourse of any Person to whom payment was due, but not made, will be to recover from the recipients of such payments any payment in excess of the amount to which they are determined to have been entitled.

Agent’s Reliance, Etc. None of Neither the Agents, Agent nor any of their affiliates or any of their respective its 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 Program Documents, except for its, his, her its or their own gross negligence, bad faith negligence or willful misconduct. Without limiting the generality of the foregoing, each of the Agents Agent: (a) may treat the payee of any Note as its holder until such Note has been assigned in accordance with Section 14.6, (b) may rely on the Register to the extent set forth in Section 14.6, (ci) may consult with legal counsel (including counsel to for the Company Borrower or any other Loan Party), the Advisor) and 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 the Lender, any Lender Secondary Lender, or any Person and shall not be responsible to the Lender, any Secondary Lender or any Person for any statements, warranties or representations (whether written or oral) made by or on behalf of Revlon, the Company or any of the Company’s Subsidiaries in or in connection with this Agreement or any the other Loan Document, Program Documents; (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 Agreement, the other Program Documents or any Loan Documents on the part of the Borrower, the Advisor, the Custodian or any other Loan Document, as Person or to inspect the financial condition property (including the books and records) of the Company Borrower or any Loan Party or as to the existence or possible existence of any Default or Event of Default, Advisor; (fiv) shall not be responsible to the Lender, any Secondary Lender or any Person 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, the other Program Documents, any other Loan 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 Program Document by acting upon any notice, consent, certificate or other instrument or writing (which writing may be a telecopy delivered 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.

Agent’s Reliance, Etc. None of the Agents, any of their affiliates or (a) Neither Agent 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 any of the other Loan Facility Documents, except for its, his, her its or their own gross negligence, bad faith negligence or willful misconduct. Without limiting the generality of the foregoing, each of the Agents Agent: (a) may treat the payee of any Note as its holder until such Note has been assigned in accordance with Section 14.6, (b) may rely on the Register to the extent set forth in Section 14.6, (ci) may consult with legal counsel (including counsel to for the Company Borrower or the Servicer or any other Loan Party), of their Affiliates) and 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 Secured Party or any other Person and shall not be responsible to any Lender Secured Party or any Person for any statements, warranties or representations (whether written or oral) made by or on behalf of Revlon, the Company or any of the Company’s 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 Servicer or any other Loan Document, as Person or to inspect the financial condition property (including the books and records) of the Company Borrower or any Loan Party or as to the existence or possible existence of any Default or Event of Default, Servicer; (fiv) shall not be responsible to any Lender Secured Party or 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 reasonably believed by it to be genuine and believed by it to be signed or sent by the proper party or parties. No Agent shall have any liability to the Borrower or any Lender or any other Person for the Borrower’s, the Servicer’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. (a) No Agent shall be liable for the actions or 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. Each Agent shall be entitled to assume the due authority of any signatory and genuineness of any signature appearing on any instrument or document it may receive (including each Notice of Borrowing received hereunder) in the absence of its own gross negligence or willful misconduct. No Agent shall be liable for any action taken in good faith and reasonably believed by it to be within the powers conferred upon it, or taken by it pursuant to any direction or instruction by which it is governed, or omitted to be taken by it by reason of the lack of direction or instruction required hereby for such action (including for refusing to exercise discretion or for withholding its consent in the absence of its receipt of, or resulting from a failure, delay or refusal on the part of the Required Lenders to provide, written instruction to exercise such discretion or grant such consent from the Required Lenders, as applicable). No Agent shall be liable for any error of judgment made in good faith unless it shall be proven by a court of competent jurisdiction that such Agent was grossly negligent in ascertaining the relevant facts. Nothing herein or in any Facility Document or Related Document shall obligate any Agent to advance, expend or risk its own funds, or to take any action which in its reasonable judgment may cause it to incur any expense or financial or other liability for which it is not adequately indemnified. No Agent shall be liable for any indirect, special, punitive or consequential damages (including lost profits) whatsoever, even if it has been informed of the likelihood thereof and regardless of the form of action. No Agent shall be charged with knowledge or notice of any matter unless actually known to a Responsible Officer of such Agent, or unless and to the extent written notice of such matter is received by such Agent at its address in accordance with Section 13.02. Any permissive grant of power to an Agent hereunder shall not be construed to be a duty to act. Each Agent shall have only the duties and responsibilities as are specifically set forth in this Agreement and no covenants or obligations shall be implied in this Agreement against any Agent. Before acting hereunder, an Agent shall be entitled to request, receive and rely upon such certificates and opinions as it may reasonably determine appropriate with respect to the satisfaction of any specified circumstances or conditions precedent to such action. Neither Agent shall be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, entitlement order, approval or other paper or document. Neither Agent shall be liable for any error of judgment, or for any act done or step taken or omitted by it, in good faith, or for any mistakes of fact or law, or for anything that it may do or refrain from doing in connection herewith, except in the case of its willful misconduct or grossly negligent performance or omission of its duties. (b) No Agent shall be responsible or liable for delays or failures in performance resulting from acts beyond its control. Such acts shall include acts of God, strikes, lockouts, riots, acts of war, epidemics, governmental regulations imposed after the fact, fire, communication line failures, computer viruses, power failures, loss or malfunction of utilities, communications or computers (software and hardware) services, earthquakes or other disasters. (c) The delivery of reports and other documents and information to the Collateral Agent hereunder or under any other Facility Document is for informational purposes only and the Collateral Agent’s receipt of such documents and information shall not constitute constructive notice of any information contained therein or determinable from information contained therein. The Collateral Agent is hereby authorized and directed to execute and deliver the other Facility Documents to which it is a party. Whether or not expressly stated in such Facility Documents, in performing (or refraining from acting) thereunder, the Collateral Agent shall have all of the rights, benefits, protections and indemnities which are afforded to it in this Agreement. (d) Each Lender acknowledges that, except as expressly set forth in this Agreement, neither Agent has made any representation or warranty to it, and that no act by either Agent hereafter taken, including any consent and acceptance of any assignment or review of the affairs of the Borrower, shall be deemed to constitute any representation or warranty by such Agent to any Secured Party as to any matter. Each Lender represents to each Agent that it has, independently and without reliance upon such Agent and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower and the Servicer, and made its own decision to enter into this Agreement and the other Facility Documents to which it is a party. Each Lender also represents that it will, independently and without reliance upon either Agent or any other Secured Party and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement and the Facility Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower and the Servicer. Neither Agent shall have any duty or responsibility to provide any Secured Party with any credit or other information concerning the business, prospects, operations, property, financial or other condition or creditworthiness of the Borrower or Servicer which may come into the possession of such Agent.

Agent’s Reliance, Etc. None of the Agents, any of their affiliates or (a) Neither Agent 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 any of the other Loan Facility Documents, except for its, his, her its or their own gross negligence, bad faith negligence or willful misconduct. Without limiting the generality of the foregoing, each of the Agents Agent: (a) may treat the payee of any Note as its holder until such Note has been assigned in accordance with Section 14.6, (b) may rely on the Register to the extent set forth in Section 14.6, (ci) may consult with legal counsel (including counsel to for the Company Borrower or the Collateral Manager or any other Loan Party), of their Affiliates) and 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 Secured Party or any other Person and shall not be responsible to any Lender Secured Party or any Person for any statements, warranties or representations (whether written or oral) made by or on behalf of Revlon, the Company or any of the Company’s 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 the Company Borrower or any Loan Party 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 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 to be genuine and believe by it to be signed or sent by the proper party or parties. No Agent shall 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. (b) No Agent shall be liable for the actions of 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. Each Agent shall be entitled to assume the due authority of any signatory and genuineness of any signature appearing on any instrument or document it may receive (including each Notice of Borrowing received hereunder). No Agent shall be liable for any action taken in good faith and reasonably believed by it to be within the powers conferred upon it, or taken by it pursuant to any direction or instruction by which it is governed, or omitted to be taken by it by reason of the lack of direction or instruction required hereby for such action (including for refusing to exercise discretion or for withholding its consent in the absence of its receipt of, or resulting from a failure, delay or refusal on the part of the Required Lenders to provide, written instruction to exercise such discretion or grant such consent from the Required Lenders, as applicable). No Agent shall be liable for any error of judgment made in good faith unless it shall be proven by a court of competent jurisdiction that such Agent was grossly negligent in ascertaining the relevant facts. Nothing herein or in any Facility Document or Related Document shall obligate any Agent to advance, expend or risk its own funds, or to take any action which in its reasonable judgment may cause it to incur any expense or financial or other liability for which it is not adequately indemnified. No Agent shall be liable for any indirect, special or consequential damages (including lost profits) whatsoever, even if it has been informed of the likelihood thereof and regardless of the form of action. No Agent shall be charged with knowledge or notice of any matter unless actually known to a Responsible Officer of such Agent, or unless and to the extent written notice of such matter is received by such Agent at its address in accordance with Section 12.02. Any permissive grant of power to an Agent hereunder shall not be construed to be a duty to act. Neither Agent shall be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, entitlement order, approval or other paper or document. Neither Agent shall be liable for any error of judgment, or for any act done or step taken or omitted by it, in good faith, or for any mistakes of fact or law, or for anything that it may do or refrain from doing in connection herewith, except in the case of its willful misconduct or grossly negligent performance or omission of its duties. (c) No Agent shall be responsible or liable for delays or failures in performance resulting from acts beyond its control. Such acts shall include acts of God, strikes, lockouts, riots, acts of war, epidemics, governmental regulations imposed after the fact, fire, communication line failures, computer viruses, power failures, earthquakes or other disasters. (d) The delivery of reports and other documents and information to the Collateral Agent hereunder or under any other Facility Document is for informational purposes only and the Collateral Agent’s receipt of such documents and information shall not constitute constructive notice of any information contained therein or determinable from information contained therein. The Collateral Agent is hereby authorized and directed to execute and deliver the other Facility Documents to which it is a party. Whether or not expressly stated in such Facility Documents, in performing (or refraining from acting) thereunder, the Collateral Agent shall have all of the rights, benefits, protections and indemnities which are afforded to it in this Agreement. (e) Each Lender acknowledges that, except as expressly set forth in this Agreement, neither Agent has made any representation or warranty to it, and that no act by either Agent hereafter taken, including any consent and acceptance of any assignment or review of the affairs of the Borrower, shall be deemed to constitute any representation or warranty by such Agent to any Secured Party as to any matter. Each Lender represents to each Agent that it has, independently and without reliance upon such Agent and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower and the Collateral Manager, and made its own decision to enter into this Agreement and the other Facility Documents to which it is a party. Each Lender also represents that it will, independently and without reliance upon either Agent or any other Secured Party and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement and the Facility Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower and the Collateral Manager. Neither Agent shall have any duty or responsibility to provide any Secured Party with any credit or other information concerning the business, prospects, operations, property, financial or other condition or creditworthiness of the Borrower or Collateral Manager which may come into the possession of such Agent.

Agent’s Reliance, Etc. None of Neither the Agents, Agent nor any of their affiliates or any of their respective its 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 Program Documents, except for its, his, her its or their own gross negligence, bad faith negligence or willful misconduct. Without limiting the generality of the foregoing, each of the Agents Agent: (a) may treat the payee of any Note as its holder until such Note has been assigned in accordance with Section 14.6, (b) may rely on the Register to the extent set forth in Section 14.6, (ci) may consult with legal counsel (including counsel to the Company for any Subject Entity or any other Loan Party), Adviser or any Manager) and 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 the Lender or any Secondary Lender and shall not be responsible to the Lender or any Secondary Lender for any statements, warranties or representations (whether written or oral) made by or on behalf of Revlon, the Company or any of the Company’s Subsidiaries in or in connection with this Agreement or any the other Loan Document, Program Documents; (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 Agreement, the other Program Documents on the part of any Subject Entity, any Adviser, any Manager, the Custodian or any other Loan Document, as Person or to inspect the financial condition of property (including the Company or any Loan Party or as to the existence or possible existence books and records) of any Default Subject Entity, any Adviser, any Manager or Event of Default, the Custodian; (fiv) shall not be responsible to the Lender or any Secondary 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 the other Loan Document Program 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 other Loan Program 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.

Agent’s Reliance, Etc. None of the AgentsAn Agent, any of their affiliates or any of their respective its directors, officers, agents or employees shall not 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, bad faith negligence or willful misconduct. Without limiting limitation of the generality of the foregoing, each of the Agents Agent: (a) may treat the payee of any Promissory Note as its the holder thereof until such Note has been assigned Agent receives conclusive evidence of a legally effective transfer in accordance with Section 14.6, 9.04 of this Agreement; (b) may rely on the Register to the extent set forth in Section 14.6, (c) may consult with legal counsel (including counsel to for the Company or any other Loan PartyBorrowers), 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 and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made by or on behalf of Revlon, the Company or any of the Company’s 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 termof the terms, covenant covenants or condition conditions of this Agreement or any other Loan DocumentDocument on the part of the Borrowers or to inspect the Property (including the books and records) of the Borrowers; provided, as however, that the Collateral Agent has certain duties with respect to the financial condition inspection of certain of the Company or any Loan Party or Collateral as to the existence or possible existence set forth in Section 8.01(b) of any Default or Event of Default, this Agreement; (fe) shall not be responsible to any Lender 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, Agreement or any other Loan Document or any other instrument or document furnished pursuant hereto or thereto hereto; provided, however, that the Collateral Agent and the Documentation Agent (with respect to the Documentation Agent, solely as to the period prior to the closing of the transactions contemplated by this Agreement) have certain duties with respect to filing and continuation of financing statements and Preferred Ship's Mortgages (in certain cases) covering the 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 telecopier, telegram, electronic mail or electronic mailtelex) or any telephone message believed by it to be genuine and signed or sent by the proper party or parties.

Agent’s Reliance, Etc. None of the AgentsNEITHER THE AGENT NOR ANY OF ITS DIRECTORS, any of their affiliates or any of their respective directorsOFFICERS, officersAGENTS OR EMPLOYEES SHALL BE LIABLE FOR ANY ACTION TAKEN OR OMITTED TO BE TAKEN BY IT OR THEM UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE OTHER OPERATIVE DOCUMENTS, agents or employees shall be liable for any action taken or omitted to be taken by itEXCEPT FOR ITS OR THEIR OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, 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, bad faith or willful misconductIT BEING THE INTENT THAT SUCH PERSONS SHALL NOT BE LIABLE FOR ANY SUCH ACTION OR INACTION THAT CONSTITUTES ORDINARY NEGLIGENCE. Without limiting the generality of the foregoing, each of the Agents Agent: (a) may treat the payee of any Note as its holder until such Note has been assigned in accordance with Section 14.6, (b) may rely on the Register to the extent set forth in Section 14.6, (ci) may consult with legal counsel (including counsel to the Company 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, ; (dii) makes no warranty or representation to any Lender Note or Certificate Purchaser and shall not be responsible to any Lender Note or Certificate Purchaser for any statements, warranties or representations made by or on behalf of Revlon, the Company or any of the Company’s Subsidiaries in or in connection with this Agreement or any the other Loan Document, Operative Documents; (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 the other Loan Document, as to Operative Documents on the financial condition part of the Company or 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, the Company; (fiv) shall not be responsible to any Lender Note or Certificate 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 Operative Documents 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 the other Loan Document Operative Documents by acting upon any notice, consent, certificate 62 124 or other instrument or writing (which writing may be a telecopy or electronic mail) or any telephone message in accordance with the terms hereof believed by it to be genuine and signed or sent by the proper party or parties.

Agent’s Reliance, Etc. None of the Agents, any of their affiliates or (a) Neither Agent 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 any of the other Loan Facility Documents, except for its, his, her its or their own gross negligence, bad faith negligence or willful misconduct. Without limiting the generality of the foregoing, each of the Agents Agent: (a) may treat the payee of any Note as its holder until such Note has been assigned in accordance with Section 14.6, (b) may rely on the Register to the extent set forth in Section 14.6, (ci) may consult with legal counsel (including counsel to for the Company Borrower or the Servicer or any other Loan Party), of their Affiliates) and 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 Secured Party or any other Person and shall not be responsible to any Lender Secured Party or any Person for any statements, warranties or representations (whether written or oral) made by or on behalf of Revlon, the Company or any of the Company’s 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 Servicer or any other Loan Document, as Person or to inspect the financial condition property (including the books and records) of the Company Borrower or any Loan Party or as to the existence or possible existence of any Default or Event of Default, Servicer; (fiv) shall not be responsible to any Lender Secured Party or 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 reasonably believed by it to be genuine and believed by it to be signed or sent by the proper party or parties. No Agent shall have any liability to the Borrower or any Lender or any other Person for the Borrower’s, the Servicer’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. (b) No Agent shall be liable for the actions or omissions of any other Agent (including concerning the application of funds), or under any duty to monitor or investigate USActive 54953942.1755479929.4-140- 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. Each Agent shall be entitled to assume the due authority of any signatory and genuineness of any signature appearing on any instrument or document it may receive (including each Notice of Borrowing received hereunder) in the absence of its own gross negligence or willful misconduct. No Agent shall be liable for any action taken in good faith and reasonably believed by it to be within the powers conferred upon it, or taken by it pursuant to any direction or instruction by which it is governed, or omitted to be taken by it by reason of the lack of direction or instruction required hereby for such action (including for refusing to exercise discretion or for withholding its consent in the absence of its receipt of, or resulting from a failure, delay or refusal on the part of the Required Lenders to provide, written instruction to exercise such discretion or grant such consent from the Required Lenders, as applicable). No Agent shall be liable for any error of judgment made in good faith unless it shall be proven by a court of competent jurisdiction that such Agent was grossly negligent in ascertaining the relevant facts. Nothing herein or in any Facility Document or Related Document shall obligate any Agent to advance, expend or risk its own funds, or to take any action which in its reasonable judgment may cause it to incur any expense or financial or other liability for which it is not adequately indemnified. No Agent shall be liable for any indirect, special, punitive or consequential damages (including diminution in value or lost profits) whatsoever, even if it has been informed of the likelihood thereof and regardless of the form of action. No Agent shall be charged with knowledge or notice of any matter unless actually known to a Responsible Officer of such Agent, or unless and to the extent written notice of such matter is received by such Agent at its address in accordance with Section 13.02. Any permissive grant of power to an Agent hereunder shall not be construed to be a duty to act. Each Agent shall have only the duties and responsibilities as are specifically set forth in this Agreement and no covenants or obligations shall be implied in this Agreement against any Agent. Before acting hereunder, an Agent shall be entitled to request, receive and rely upon such certificates and opinions as it may reasonably determine appropriate with respect to the satisfaction of any specified circumstances or conditions precedent to such action. Neither Agent shall be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, entitlement order, approval or other paper, electronic communication or document. Neither Agent shall be liable for any error of judgment, or for any act done or step taken or omitted by it, in good faith, or for any mistakes of fact or law, or for anything that it may do or refrain from doing in connection herewith, except in the case of its willful misconduct or grossly negligent performance or omission of its duties. (c) No Agent shall be responsible or liable for delays or failures in performance resulting from acts beyond its control. Such acts shall include acts of God, strikes, lockouts, riots, acts of war, epidemics, governmental regulations imposed after the fact, fire, communication line failures, computer viruses, power failures, loss or malfunction of utilities, communications or computers (software and hardware) services, earthquakes or other disasters. (d) The delivery of reports and other documents and information to the Collateral Agent hereunder or under any other Facility Document is for informational purposes only and the Collateral Agent’s receipt of such documents and information shall not constitute USActive 54953942.1755479929.4-141- constructive notice of any information contained therein or determinable from information contained therein. The Collateral Agent is hereby authorized and directed to execute and deliver the other Facility Documents to which it is a party. Whether or not expressly stated in such Facility Documents, in performing (or refraining from acting) thereunder, the Collateral Agent shall have all of the rights, benefits, protections and indemnities which are afforded to it in this Agreement. (e) Each Lender acknowledges that, except as expressly set forth in this Agreement, neither Agent has made any representation or warranty to it, and that no act by either Agent hereafter taken, including any consent and acceptance of any assignment or review of the affairs of the Borrower, shall be deemed to constitute any representation or warranty by such Agent to any Secured Party as to any matter. Each Lender represents to each Agent that it has, independently and without reliance upon such Agent and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower and the Servicer, and made its own decision to enter into this Agreement and the other Facility Documents to which it is a party. Each Lender also represents that it will, independently and without reliance upon either Agent or any other Secured Party and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement and the Facility Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower and the Servicer. Neither Agent shall have any duty or responsibility to provide any Secured Party with any credit or other information concerning the business, prospects, operations, property, financial or other condition or creditworthiness of the Borrower or Servicer which may come into the possession of such Agent.

Agent’s Reliance, Etc. None of (a) Neither the Agents, Facility Agent nor any of their affiliates or any of their respective its 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, bad faith negligence or willful misconduct. Without limiting the generality of the foregoing, each of the Agents Facility Agent: (a) may treat the payee of any Note as its holder until such Note has been assigned in accordance with Section 14.6, (b) may rely on the Register to the extent set forth in Section 14.6, (ci) may consult with legal counsel (including including, without limitation, counsel to for the Company Borrower or the Servicer or any other Loan Party), of their Affiliates) and 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 Secured Party or any other Person and shall not be responsible to any Lender Secured Party or any Person for any statements, warranties or representations (whether written or oral) made by or on behalf of Revlon, the Company or any of the Company’s 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 Documents on the part of the Borrower or the Servicer or any other Loan Document, as Person or to inspect the financial condition property (including the books and records) of the Company Borrower or any Loan Party or as to the existence or possible existence of any Default or Event of Default, Servicer; (fiv) shall not be responsible to any Lender Secured Party or any other Person 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 withCollateral, this Agreement, the other Facility Documents, any other Loan Related Document or any other instrument or document furnished pursuant hereto or thereto or for the validity, perfection, priority or enforceability of the Liens on the Collateral; 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 Certification), 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 to be genuine and believe by it to be signed or sent by the proper party or parties. The Facility Agent shall not have any liability to the Borrower or any Lender or any other Person for the Borrower’s, the Servicer’s or any Lender’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. (b) The Facility Agent shall not be liable for the actions or omissions of any other agent (including without limitation 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 Documents or any Related Documents, or their duties thereunder. The Facility Agent shall be entitled to assume the due authority of any signatory and genuineness of any signature appearing on any instrument or document it may receive (including, without limitation, each Notice of Borrowing received hereunder). The Facility Agent shall not be liable for any action taken in good faith and reasonably believed by it to be within the powers conferred upon it, or taken by it pursuant to any direction or instruction by which it is governed, or omitted to be taken by it by reason of the lack of direction or instruction required hereby for such action (including without limitation for refusing to exercise discretion or for withholding its consent in the absence of its receipt of, or resulting from a failure, delay or refusal on the part of the Required Lenders to provide, written instruction to exercise such discretion or grant such consent from the Required Lenders, as applicable). The Facility Agent shall not be liable for any error of judgment made in good faith unless it shall be proven by a court of competent jurisdiction that the Facility Agent was grossly negligent in ascertaining the relevant facts. Nothing herein or in any Facility Documents or Related Documents shall obligate the Facility Agent to advance, expend or risk its own funds, or to take any action which in its reasonable judgment may cause it to incur any expense or financial or other liability for which it is not adequately indemnified. The Facility Agent shall not be liable for any indirect, special or consequential damages (included but not limited to lost profits) whatsoever, even if it has been informed of the likelihood thereof and regardless of the form of action. The Facility Agent shall not be charged with knowledge or notice of any matter unless actually known to a Responsible Officer of the Facility Agent, or unless and to the extent written notice of such matter is received by the Facility Agent at its address in accordance with Section 12.02. Any permissive grant of power to the Facility Agent hereunder shall not be construed to be a duty to act. The Facility Agent shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, entitlement order, approval or other paper or document. The Facility Agent shall not be liable for any error of judgment, or for any act done or step taken or omitted by it, in good faith, or for any mistakes of fact or law, or for anything that it may do or refrain from doing in connection herewith except in the case of its willful misconduct, bad faith, reckless disregard or grossly negligent performance or omission of its duties. (c) The Facility Agent shall not be responsible or liable for delays or failures in performance resulting from acts beyond its control. Such acts shall include but not be limited to acts of God, strikes, lockouts, riots, acts of war, epidemics, governmental regulations imposed after the fact, fire, communication line failures, computer viruses, power failures, earthquakes or other disasters.

Agent’s Reliance, Etc. None of the AgentsNEITHER THE AGENT NOR ANY OF ITS DIRECTORS, any of their affiliates or any of their respective directorsOFFICERS, officersAGENTS OR EMPLOYEES SHALL BE LIABLE FOR ANY ACTION TAKEN OR OMITTED TO BE TAKEN BY IT OR THEM UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE OTHER FACILITY DOCUMENTS, agents or employees shall be liable for any action taken or omitted to be taken by itEXCEPT FOR ITS OR THEIR OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, 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, bad faith or willful misconductIT BEING THE INTENT THAT SUCH PERSONS SHALL NOT BE LIABLE FOR ANY SUCH ACTION OR INACTION THAT CONSTITUTES ORDINARY NEGLIGENCE. Without limiting the generality of the foregoing, each of the Agents Agent: (a) may treat the payee of any Note as its holder until such Note has been assigned in accordance with Section 14.6, (b) may rely on the Register to the extent set forth in Section 14.6, (ci) may consult with legal counsel (including counsel to the Company or any other Loan Party)counsel, 58 63 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 Note or Certificate Purchaser and shall not be responsible to any Lender Note or Certificate Purchaser for any statements, warranties or representations made by or on behalf of Revlon, the Company or any of the Company’s Subsidiaries in or in connection with this Agreement or any the other Loan Document, Facility Documents; (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 the other Loan Document, as to Facility Documents on the financial condition part of the Company or 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, the Company; (fiv) shall not be responsible to any Lender Note or Certificate 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 Facility Documents 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 the other Loan Document Facility 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 in accordance with the terms hereof believed by it to be genuine and signed or sent by the proper party or parties.

Agent’s Reliance, Etc. None of the Agents, Neither Agent nor any of their affiliates or any of their respective its 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, bad faith negligence or willful misconduct. Without limiting limitation of the generality of the foregoing, each of the Agents Agent: (a) may treat the payee of any Note as its holder until such Note has been assigned in accordance with Section 14.6respectively, (b) may rely on the Register to the extent set forth in Section 14.6, (c) may consult with legal counsel (including counsel to the Company 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; (db) makes make no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations made by or on behalf of Revlon, the Company or any of the Company’s Subsidiaries in or in connection with this Agreement or the Loan Documents by any other Loan Document, Person; (ec) 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 Company terms, covenants or conditions of any Loan Document on the 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; (fd) shall not be responsible to any 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 (other than its own execution and delivery thereof) or thereto and the creation, attachment perfection or priority of any Lien purported to be created under or contemplated by any Loan Document; (ge) respectively, 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 130 (which writing may be a telecopy by telegram, telecopy, cable or electronic mailtelex) or any telephone message believed by it to be genuine and signed or sent by the proper party or parties; (f) shall have no liability or responsibility to any Loan Party for any failure on the part of any Lender to comply with any obligation to be performed by such Lender under this Agreement; (g) shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default under this Agreement unless they have received notice from a Lender or Loan Party referring to this Agreement, describing such Default or Event of Default and stating that such notice is a "Notice of Default"; (h) shall incur no liability as a result of any determination whether the transactions contemplated by the Loan Documents constitute a "highly leveraged transaction" within the meaning of the interpretations issued by the Comptroller of the Currency, the Federal Deposit Insurance Corporation and the Board of Governors of the Federal Reserve System; and (i) may act directly or through agents or attorneys on its behalf but shall not be responsible to any Lender for the negligence or misconduct of any agents or attorneys selected by it with reasonable care.

Agent’s Reliance, Etc. None of the Agents, any of their affiliates or (a) Neither Agent 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 any of the other Loan Facility Documents, except for its, his, her its or their own gross negligence, bad faith negligence or willful misconduct. Without limiting the generality of the foregoing, each of the Agents Agent: (a) may treat the payee of any Note as its holder until such Note has been assigned in accordance with Section 14.6, (b) may rely on the Register to the extent set forth in Section 14.6, (ci) may consult with legal counsel (including counsel to for the Company Borrower or the Servicer or any other Loan Party), of their Affiliates) and 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 Secured Party or any other Person and shall not be responsible to any Lender Secured Party or any Person for any statements, warranties or representations (whether written or oral) made by or on behalf of Revlon, the Company or any of the Company’s 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 or any notice, consent, certificate, instruction or waiver, report, statement, opinion, direction or other instrument or writing on the part of the Borrower, the Servicer or any other Loan Document, as Person or to inspect the financial condition property (including the books and records) of the Company Borrower or any Loan Party or as to the existence or possible existence of any Default or Event of Default, Servicer; (fiv) shall not be responsible to any Lender Secured Party or 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 and thereto; (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 reasonably believed by it to be genuine and believed by it to be signed or sent by the proper party or parties; (vi) shall not be responsible to any Person for any recitals, statements, information, representations or warranties regarding the Borrower or the Collateral or in any document, certificate or other writing delivered in connection herewith or therewith or for the execution, effectiveness, genuineness, validity, enforceability, perfection, collectability, priority or sufficiency of thereof or any such other document or the financial condition of any Person or be required to make any inquiry concerning either the performance or observance of any of the terms, provisions or conditions related to any Person or the existence or possible existence of any Default or Event of Default; and (vii) shall not have any obligation whatsoever to any Person to assure that any collateral exists or is owned by any Person or is cared for, protected or insured or that any liens have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available with respect thereto. No Agent shall have any liability to the Borrower or any Lender or any other Person for the Borrower’s, the Servicer’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. (b) No Agent shall be liable for the actions or omissions of any other Agent (including concerning the application of funds) or other party to a Facility Document, or under any duty to monitor or investigate compliance on the part of any other Agent or other party to a Facility Document with the terms or requirements of this Agreement, any Facility Document or any Related Document, or their duties hereunder or thereunder. Each Agent shall be entitled to assume the due authority of any signatory and genuineness of any signature appearing on any instrument or document it may receive (including each Notice of Borrowing received hereunder) in the absence of its own gross negligence or willful misconduct. No Agent shall be liable for any action taken in good faith and reasonably believed by it to be within the powers conferred upon it, or taken by it pursuant to any direction or instruction by which it is governed, or omitted to be taken by it by reason of the lack of direction or instruction required hereby for such action (including for refusing to exercise discretion or for withholding its consent in the absence of its receipt of, or resulting from a failure, delay or refusal on the part of the Majority Lenders to provide, written instruction to exercise such discretion or grant such consent from the Majority Lenders, as applicable). No Agent shall be liable for any error of judgment made in good faith unless it shall be proven by a final, non-appealable judgment from a court of competent jurisdiction that such Agent was grossly negligent in ascertaining the relevant facts. Nothing herein or in any Facility Document or Related Document shall obligate any Agent to advance, expend or risk its own funds, or to take any action which in its reasonable judgment may cause it to incur any expense or financial or other liability for which it is not adequately indemnified. No Agent shall be liable for any indirect, special, punitive or consequential damages (including lost profits) whatsoever, even if it has been informed of the likelihood thereof and regardless of the form of action. No Agent shall be charged with knowledge or notice of any matter unless actually known to a Responsible Officer of such Agent, or, subject to Section 12.03(d) below, unless and to the extent written notice of such matter is received by such Agent at its address in accordance with Section 13.02. Any permissive grant of power to an Agent hereunder shall not be construed to be a duty to act. Each Agent shall have only the duties and responsibilities as are specifically set forth in this Agreement and no covenants, duties or obligations shall be implied in this Agreement against any Agent. Before acting hereunder, an Agent shall be entitled to request, receive and rely upon such certificates and opinions as it may reasonably determine appropriate with respect to the satisfaction of any specified circumstances or conditions precedent to such action. Neither Agent shall be (c) No Agent shall be responsible or liable for delays or failures in performance resulting from acts beyond its control. Such acts shall include acts of God, strikes, lockouts, riots, acts of war, epidemics disease, pandemics, quarantine, national emergency, governmental regulations imposed after the fact, fire, communication line failures, computer viruses, power failures, loss or malfunction of utilities, communications or computers (software and hardware) services, earthquakes or other disasters, national emergency, malware or ransomware attack, unavailability of the Federal Reserve Bank wire or telex system or other applicable wire or funds transfer system, or unavailability of any securities clearing system. (d) The delivery of reports and other documents and information to the Collateral Agent hereunder or under any other Facility Document is for informational purposes only and the Collateral Agent’s receipt of such documents and information shall not constitute constructive notice of any information contained therein or determinable from information contained therein. The Collateral Agent is hereby authorized and directed to execute and deliver the other Facility Documents to which it is a party. Whether or not expressly stated in such Facility Documents, in performing (or refraining from acting) thereunder, the Collateral Agent shall have all of the rights, benefits, protections and indemnities which are afforded to it in this Agreement. (e) Each Lender acknowledges that, except as expressly set forth in this Agreement, neither Agent has made any representation or warranty to it, and that no act by either Agent hereafter taken, including any consent and acceptance of any assignment or review of the affairs of the Borrower, shall be deemed to constitute any representation or warranty by such Agent to any Secured Party as to any matter. Each Lender represents to each Agent that it has, independently and without reliance upon such Agent and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower and the Servicer, and made its own decision to enter into this Agreement and the other Facility Documents to which it is a party. Each Lender also represents that it will, independently and without reliance upon either Agent or any other Secured Party and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement and the Facility Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower and the Servicer. Neither Agent shall have any duty or responsibility to provide any Secured Party with any credit or other information concerning the business, prospects, operations, property, financial or other condition or creditworthiness of the Borrower or Servicer which may come into the possession of such Agent.

Agent’s Reliance, Etc. None of the Agents, any of their affiliates or (a) Neither Agent 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 any of the other Loan Facility Documents, except for its, his, her its or their own gross negligence, bad faith negligence or willful misconduct. Without limiting the generality of the foregoing, each of the Agents Agent: (a) may treat the payee of any Note as its holder until such Note has been assigned in accordance with Section 14.6, (b) may rely on the Register to the extent set forth in Section 14.6, (ci) may consult with legal counsel (including counsel to for the Company Borrower or the Collateral Manager or any other Loan Party), of their Affiliates) and 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 Secured Party or any other Person and shall not be responsible to any Lender Secured Party or any Person for any statements, warranties or representations (whether written or oral) made by or on behalf of Revlon, the Company or any of the Company’s 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 or any notice, consent, certificate, instruction or waiver, report, statement, opinion, direction or other instrument or writing 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 the Company Borrower or any Loan Party 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 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 and thereto; (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 reasonably believed by it to be genuine and believed by it to be signed or sent by the proper party or parties; (vi) shall not be responsible to any Person for any recitals, statements, information, representations or warranties regarding the Borrower or the Collateral or in any document, certificate or other writing delivered in connection herewith or therewith or for the execution, effectiveness, genuineness, validity, enforceability, perfection, collectability, priority or sufficiency of thereof or any such other document or the financial condition of any Person or be required to make any inquiry concerning either the performance or observance of any of the terms, provisions or conditions related to any Person or the existence or possible existence of any Default or Event of Default; and (vii) shall not have any obligation whatsoever to any Person to assure that any collateral exists or is owned by any Person or is cared for, protected or insured or that any liens have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available with respect thereto. No Agent shall 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. (b) No Agent shall be liable for the actions or omissions of any other Agent (including concerning the application of funds) or other party to a Facility Document, or under any duty to monitor or investigate compliance on the part of any other Agent or other party to a Facility Document with the terms or requirements of this Agreement, any Facility Document or any Related Document, or their duties hereunder or thereunder. Each Agent shall be entitled to assume the due authority of any signatory and genuineness of any signature appearing on any instrument or document it may receive (including each Notice of Borrowing received hereunder) in the absence of its own gross negligence or willful misconduct. No Agent shall be liable for any action taken in good faith and reasonably believed by it to be within the powers conferred upon it, or taken by it pursuant to any direction or instruction by which it is governed, or omitted to be taken by it by reason of the lack of direction or instruction required hereby for such action (including for refusing to exercise discretion or for withholding its consent in the absence of its receipt of, or resulting from a failure, delay or refusal on the part of the Majority Lenders to provide, written instruction to exercise such discretion or grant such consent from the Majority Lenders, as applicable). No Agent shall be liable for any error of judgment made in good faith unless it shall be proven by a final, non-appealable judgment from a court of competent jurisdiction that such Agent was grossly negligent in ascertaining the relevant facts. Nothing herein or in any Facility Document or Related Document shall obligate any Agent to advance, expend or risk its own funds, or to take any action which in its reasonable judgment may cause it to incur any expense or financial or other liability for which it is not adequately indemnified. No Agent shall be liable for any indirect, special, punitive or consequential damages (including diminution in value or lost profits) whatsoever, even if it has been informed of the likelihood thereof and regardless of the form of action. No Agent shall be charged with knowledge or notice of any matter unless actually known to a Responsible Officer of such Agent, or, subject to Section 12.03(d) below, unless and to the extent written notice of such matter is received by such Agent at its address in accordance with Section 13.02. Any permissive grant of power to an Agent hereunder shall not be construed to be a duty to act. Each Agent shall have only the duties and responsibilities as are specifically set forth in this Agreement and no covenants, duties or obligations shall be implied in this Agreement against any Agent. Before acting hereunder, an Agent shall be entitled to request, receive and rely upon such certificates and opinions as it may reasonably determine appropriate with respect to the satisfaction of any specified circumstances or conditions precedent to such action. Neither Agent shall be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, entitlement order, approval or other paper, electronic communication or document. Neither Agent shall be liable for any error of judgment, or for any act done or step taken or omitted by it, in good faith, or for any mistakes of fact or law, or for anything that it may do or refrain from doing in connection herewith, except in the case of its willful misconduct or grossly negligent performance or omission of its duties.

Agent’s Reliance, Etc. None of the Agents, (a) Neither Agent nor any of their affiliates or any of their its 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, bad faith negligence or willful misconduct. Without limiting the generality of the foregoing, each of the Agents Agent: (a) may treat the payee of any Note as its holder until such Note has been assigned in accordance with Section 14.6, (b) may rely on the Register to the extent set forth in Section 14.6, (ci) may consult with legal counsel (including including, without limitation, counsel to for the Company Borrower or the Collateral Manager or any other Loan Party), of their Affiliates) and 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 Secured Party or any other Person and shall not be responsible to any Lender Secured Party or any Person for any statements, warranties or representations (whether written or oral) made by or on behalf of Revlon, the Company or any of the Company’s Subsidiaries in or in connection with this Agreement or any the other Loan Document, Facility Documents; (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 Agreement, the other Facility Documents or any Related Documents on the part of the Borrower, the Lenders or the Collateral Manager or any other Loan Document, as Person or to inspect the financial condition property (including the books and records) of the Company Borrower or any Loan Party 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 any other Person 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 withCollateral, 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 certificate, instruction or waiver, report, statement, opinion, direction or other instrument or writing (which writing may be a telecopy delivered by facsimile, email, cable or electronic mailtelex, if acceptable to it) or any telephone message believed by it to be genuine and believed by it to be signed or sent by the proper party or parties. No Agent shall have any liability to the Borrower, the Collateral Manager or any Lender or any other Person for the Borrower’s, Collateral Manager’s or any Lender’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. (b) No Agent shall be liable for the actions or omissions of any other Agent (including without limitation 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 thereunder. Each Agent shall be entitled to assume the due authority of any signatory and genuineness of any signature appearing on any instrument or document it may receive (including, without limitation, each Notice of Borrowing received hereunder). No Agent shall be liable for any action taken in good faith and reasonably believed by it to be within the powers conferred upon it, or taken by it pursuant to any direction or instruction by which it is governed, or omitted to be taken by it by reason of the lack of direction or instruction required hereby for such action (including without limitation for refusing to exercise discretion or for withholding its consent in the absence of its receipt of, or resulting from a failure, delay or refusal on the part of any Lender, the Borrower or the Collateral Manager to provide, written instruction to exercise such discretion or grant such consent from any such Lender, the Borrower or the Collateral Manager, as applicable). No Agent shall be liable for any error of judgment made in good faith unless it shall be proven that such Agent was grossly negligent in ascertaining the relevant facts. Nothing herein or in any Facility Documents or Related Documents shall obligate any Agent to advance, expend or risk its own funds, or to take any action which in its reasonable judgment may cause it to incur any expense or financial or other liability for which it is not indemnified to its reasonable satisfaction. No Agent shall be liable for any indirect, special or consequential damages (included but not limited to lost profits) whatsoever, even if it has been informed of the likelihood thereof and regardless of the form of action. No Agent shall be charged with knowledge or notice of any matter unless actually known to a Responsible Officer of such Agent responsible for the administration of this Agreement, or unless and to the extent written notice of such matter is received by such Agent at its address in accordance with Section 12.02. Any permissive grant of power to an Agent hereunder shall not be construed to be a duty to act. Before acting hereunder, an Agent shall be entitled to request, receive and rely upon such certificates and opinions as it may reasonably determine appropriate with respect to the satisfaction of any specified circumstances or conditions precedent to such action. (c) No Agent shall be responsible or liable for delays or failures in performance resulting from acts beyond its control. Such acts shall include but not be limited to acts of God, strikes, lockouts, riots, acts of war, epidemics, governmental regulations superimposed after the fact, fire, communication line failures, computer viruses, power failures, earthquakes or other disasters. (d) To the extent required by any applicable law (or pursuant to a voluntary agreement entered into with the IRS or any other taxing authority), the Agents may withhold from any payment to any Lender an amount equivalent to any applicable withholding tax (including any taxes imposed in respect of, or in connection with, FATCA). If any payment has been made to any Lender by the Agents without the applicable withholding tax being withheld from such payment and the Agents have paid over the applicable withholding tax to the IRS or any other tax authority, or the IRS or any other tax authority asserts a claim that the Agents did not properly withhold tax from amounts paid to or for the account of any Lender because the appropriate form was not delivered or was not properly executed or because such Lender failed to notify the Agents of a change in circumstance which rendered the exemption from, or reduction of, withholding tax ineffective or for any other reason, such Lender shall indemnify the Agents fully for all amounts paid, directly or indirectly, by the Agents as tax or otherwise, including any penalties or interest and together with all expenses (including legal expenses, allocated internal costs and out-of-pocket expenses) incurred. Each Lender hereby authorizes the Agents to set off and apply any and all amounts at any time owing to such Lender under any Note, Facility Document, or otherwise payable by the Agents to the Lender from any other source against any amount due to the Agents under this paragraph (d).

Agent’s Reliance, Etc. None of Neither the Agents, Agent nor any of their affiliates or any of their respective its 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, bad faith negligence or willful misconduct. Without limiting limitation of the generality of the foregoing, each of the Agents Agent: (ai) may treat a Bank as the obligee of any Advance or, if applicable, the payee of any Note as its holder until such Note has been assigned the Agent receives and accepts a Transfer Agreement executed by a Borrower (if required pursuant to Section 8.06), the Bank which the assignor Bank, and the assignee in accordance with the last sentence of Section 14.6, 8.06(a); (b) may rely on the Register to the extent set forth in Section 14.6, (cii) may consult with legal counsel (including counsel to the Company or for 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 Bank and shall not be responsible to any Lender Bank for any statements, warranties or representations (whether written or oral) made by or on behalf of Revlon, the Company or any of the Company’s Subsidiaries in or in connection with any Note, this Agreement or any other Loan Credit 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 conditions of this Agreement or any other Loan Document, as to Credit Document on the financial condition of the Company or any Loan Party or as to the existence or possible existence part of any Default Borrower or Event Guarantor or to inspect the property (including the books and records) of Default, any Borrower or Guarantor; (fv) shall not be responsible to any Lender 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 with, this Agreement, any other Loan Credit Document or any other instrument or document furnished pursuant hereto or thereto (including any Note requested by a Bank, delivered to a Bank pursuant to Section 8.06 or otherwise held by a Bank); and (gvi) shall incur no liability under or in respect of any Note or 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 believed by it to be genuine and signed or sent by the proper party or parties.

Agent’s Reliance, Etc. None of Neither the Agents, Program Agent nor any of their affiliates or Managing Agent 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 such Managing Agent or the Program Agent under or in connection with this Agreement or the other Loan DocumentsAgreement, except for its, his, her its or their own gross negligence, bad faith negligence or willful misconduct. Without limiting the generality of the foregoing, each of the Agents Program Agent and the Managing Agents: (a) may treat the payee of any Note as its holder until such Note has been assigned in accordance with Section 14.6, (b) may rely on the Register to the extent set forth in Section 14.6, (ci) may consult with legal counsel (including counsel to for the Company Borrower, the Servicer or any other Loan PartyAffiliate of Xxxxxxx-Xxxxxxxx), 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 and shall not be responsible to any Lender for any statements, warranties or representations made by or on behalf of Revlon, the Company or any of the Company’s 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 on the part of the Borrower, the Servicer or any other Loan Document, as Affiliate of Xxxxxxx-Xxxxxxxx or to inspect the financial condition property (including the books and records) of the Company Borrower, the Servicer or any Loan Party or as to the existence or possible existence other Affiliate of any Default or Event of Default, Xxxxxxx-Xxxxxxxx; (fiv) shall not be responsible to any 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 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 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.

Agent’s Reliance, Etc. None of Neither the Agents, Agent nor any of their affiliates or any of their respective its 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 Program Documents, except for its, his, her its or their own gross negligence, bad faith negligence or willful misconduct. Without limiting the generality of the foregoing, each of the Agents Agent: (a) may treat the payee of any Note as its holder until such Note has been assigned in accordance with Section 14.6, (b) may rely on the Register to the extent set forth in Section 14.6, (ci) may consult with legal counsel (including counsel to for the Company Borrower, the Parent or any other Loan Party), Advisor and 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 the Lender or any Secondary Lender and shall not be responsible to the Lender or any Secondary Lender for any statements, warranties or representations (whether written or oral) made by or on behalf of Revlon, the Company or any of the Company’s Subsidiaries in or in connection with this Agreement or any the other Loan Document, Program Documents; (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 the other Program Documents on the part of the Borrower, the Distributor, the Parent, any Advisor, any Fund, any Transfer Agent, any Selling Agent or any other Loan Document, as Person or to inspect the financial condition property (including the books and records) of the Company Borrower, any Fund or any Loan Party or as to the existence or possible existence of any Default or Event of Default, Advisor; (fiv) shall not be responsible to the Lender or any Secondary 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 the other Loan Document Program 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 other Loan Program 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.

Agent’s Reliance, Etc. None Notwithstanding any other provisions of this Agreement or any other Loan Documents, neither the Agents, Agent nor any of their affiliates or any of their respective its 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, bad faith negligence or willful misconductmisconduct in connection with its duties expressly set forth herein or therein. Without limiting the generality of the foregoing, each of the Agents (a) may treat the payee of any Note as its holder until such Note has been assigned in accordance with Section 14.6, (b) may rely on the Register to the extent set forth in Section 14.6, (c) Agent: may consult with legal counsel (including its own counsel to or counsel for the Company or Borrower, any other Loan PartyParty or the Parent), 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 Agent nor any of its directors, officers, agents, employees or counsel: (da) makes no any warranty or representation to any Lender or any other Person and shall not be responsible to any Lender or any other Person for any statementsstatement, warranties warranty or representations representation made or deemed made by or on behalf of Revlonthe Borrower, any other Loan Party, the Company Parent or any of the Company’s 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 (other than the payment of principal, interest and fees due from Borrower) 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 the Company 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 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 Document, or any other instrument or document furnished pursuant hereto thereto; (d) shall have any liability in respect of any recitals, statements, certifications, representations or thereto 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. The 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.

Agent’s Reliance, Etc. None of Neither the Agents, Agent nor any of their affiliates or any of their respective its 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 Credit Document or the other Loan DocumentsProject Contract, except for its, his, her its or their own gross negligence, bad faith negligence or willful misconduct. Without limiting limitation of the generality of the foregoing, each of the Agents Agent (a) may treat any Bank that has signed an Assignment and Acceptance as the payee holder of any Note as its holder until such Note has been assigned in accordance with Section 14.6, the applicable portion of the Obligations; (b) may rely on the Register to the extent set forth in Section 14.6, (c) may consult with legal counsel (including counsel to for the Company Borrower or any other Loan PartyAffiliate), 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 and shall not be responsible to any Lender Bank for any statements, warranties or representations made by or on behalf of Revlon, the Company or any of the Company’s Subsidiaries in or in connection with this Agreement any Credit Document or any other Loan Document, Project Contract; (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 any Credit Document or other Project Contract on the part of the Borrower or any other Loan Document, as Affiliate or to inspect the financial condition property (including the books and records) of the Company Borrower or any Loan Party or as to the existence or possible existence of any Default or Event of Default, Affiliate thereof; (fe) shall not be responsible to any Lender Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the attachment, perfection or priority of any Lien created Credit Document or purported to be created under or in connection with, this Agreement, any other Loan Document Project Contract 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 any Credit Document or any other Loan Document Project Contract by acting upon any notice, consent, certificate or other instrument or writing (which writing may be a telecopy by telecopier or electronic mailotherwise) or any telephone message believed by it to be genuine and signed or sent by the proper party or parties.

Agent’s Reliance, Etc. None of Neither the Agents, any of their affiliates or Administrative Agent nor the Collateral Agent 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 Documentsany Operative Document, except for its, his, her its or their own gross negligence, bad faith negligence or willful misconduct. Without limiting limitation of the generality of the foregoing, each of the Agents Administrative Agent and the Collateral Agent (a) may treat the payee of any Note as its holder until such Note has been assigned in accordance with Section 14.6, (b) may rely on the Register to the extent set forth in Section 14.6, (ci) may consult with legal counsel (including counsel to the Company or any other Loan Partyfor Lessee), 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 Lenders (or to Certificate Holders in the case of the Administrative Agent) and shall not be responsible to any Lender Lenders (and to Certificate Holders, in the case of the Administrative Agent) for any statements, warranties or representations made by or on behalf of Revlon, the Company or any of the Company’s Subsidiaries in or in connection with this Agreement or any other Loan Operative Document, (eiii) 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 Company terms, covenants or any Loan Party or as to the existence or possible existence conditions of any Default Operative Document on the part of Lessee or Event Lessor or to inspect the property (including the books and records) of DefaultLessee or Lessor, (fiv) shall not be responsible to any Lender Lenders (or to Certificate Holders, in the case of the Administrative Agent) 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 Operative 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 Operative Document by acting upon any notice, consent, certificate or other instrument or writing (which writing may be a telecopy by fax, 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. The permissive right of the Administrative Agent and the Collateral Agent to take the actions permitted by this Agreement shall not be construed as an obligation or duty to do so.

Agent’s Reliance, Etc. None of (a) Neither the Agents, Administrative Agent nor any of their affiliates or any of their respective its 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, bad faith negligence or willful misconduct. Without limiting the generality of the foregoing, each of the Agents Administrative Agent: (a) may treat the payee of any Note as its holder until such Note has been assigned in accordance with Section 14.6, (b) may rely on the Register to the extent set forth in Section 14.6, (ci) may consult with legal counsel (including including, without limitation, counsel to for the Company Borrower or the Servicer or any other Loan Party), of their Affiliates) and 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 Secured Party or any other Person and shall not be responsible to any Lender Secured Party or any Person for any statements, warranties or representations (whether written or oral) made by or on behalf of Revlon, the Company or any of the Company’s 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 Documents on the part of the Borrower or the Servicer or any other Loan Document, as Person or to inspect the financial condition property (including the books and records) of the Company Borrower or any Loan Party or as to the existence or possible existence of any Default or Event of Default, Servicer; (fiv) shall not be responsible to any Lender Secured Party or any other Person 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 withCollateral, this Agreement, the other Facility Documents, any other Loan Related Document or any other instrument or document furnished pursuant hereto or thereto or for the validity, perfection, priority or enforceability of the Liens on the Collateral; 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 Maximum Advance Rate Test 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 to be genuine and believe by it to be signed or sent by the proper party or parties. The Administrative Agent shall not have any liability to the Borrower or any Lender or any other Person for the Borrower’s, the Servicer’s or any Lender’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. (b) The Administrative Agent shall not be liable for the actions or omissions of any other agent (including without limitation 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 Documents or any Related Documents, or their duties thereunder. The Administrative Agent shall be entitled to assume the due authority of any signatory and genuineness of any signature appearing on any instrument or document it may receive (including, without limitation, each Notice of Borrowing received hereunder). The Administrative Agent shall not be liable for any action taken in good faith and reasonably believed by it to be within the powers conferred upon it, or taken by it pursuant to any direction or instruction by which it is governed, or omitted to be taken by it by reason of the lack of direction or instruction required hereby for such action (including without limitation for refusing to exercise discretion or for withholding its consent in the absence of its receipt of, or resulting from a failure, delay or refusal on the part of the Required Lenders to provide, written instruction to exercise such discretion or grant such consent from the Required Lenders, as applicable). The Administrative Agent shall not be liable for any error of judgment made in good faith unless it shall be proven by a court of competent jurisdiction that the Administrative Agent was grossly negligent in ascertaining the relevant facts. Nothing herein or in any Facility Documents or Related Documents shall obligate the Administrative Agent to advance, expend or risk its own funds, or to take any action which in its reasonable judgment may cause it to incur any expense or financial or other liability for which it is not adequately indemnified. The Administrative Agent shall not be liable for any indirect, special or consequential damages (included but not limited to lost profits) whatsoever, even if it has been informed of the likelihood thereof and regardless of the form of action. The Administrative Agent shall not be charged with knowledge or notice of any matter unless actually known to a Responsible Officer of the Administrative Agent, or unless and to the extent written notice of such matter is received by the Administrative Agent at its address in accordance with Section 12.02. Any permissive grant of power to the Administrative Agent hereunder shall not be construed to be a duty to act. The Administrative Agent shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, entitlement order, approval or other paper or document. The Administrative Agent shall not be liable for any error of judgment, or for any act done or step taken or omitted by it, in good faith, or for any mistakes of fact or law, or for anything that it may do or refrain from doing in connection herewith except in the case of its willful misconduct, bad faith, reckless disregard or grossly negligent performance or omission of its duties. (c) The Administrative Agent shall not be responsible or liable for delays or failures in performance resulting from acts beyond its control. Such acts shall include but not be limited to acts of God, strikes, lockouts, riots, acts of war, epidemics, governmental regulations imposed after the fact, fire, communication line failures, computer viruses, power failures, earthquakes or other disasters.

Agent’s Reliance, Etc. None of the Neither Agents, any Affiliate of their affiliates or Agents, nor any of their respective directors, officers, agents agents, employees, attorneys or employees shall consultants will 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 Agreement, any of the Obligations or the other any Loan DocumentsDocument, except for its, his, her its or their own gross negligence, bad faith negligence or willful misconduct. Without limiting limitation of the generality of the foregoing, each of the Agents Agents: (a) may treat the payee of any Note as its holder until such Note has been assigned in accordance with Section 14.6, (b) may rely on the Register to the extent set forth in Section 14.6, (c) may consult with legal counsel (including counsel to the Company or any other Loan Partyfor Borrower), independent public accountants and other experts selected by it Agents and shall will 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, ; (db) makes make no warranty or representation to any Lender and shall will not be responsible to any Lender for any statements, warranties or representations made by or on behalf of Revlon, the Company or any of the Company’s Subsidiaries in or in connection with this Agreement Agreement, the Notes or any other Loan Document, ; (ec) shall will 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 DocumentAgreement, as to the financial condition of the Company Obligations or any Loan Party Document on the part of Borrower or as to the existence or possible existence of any Default or Event of Default, Default or to inspect the property (fincluding the books and records) shall of Borrower; (d) will not be responsible to any 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, the Obligations or any other Loan Document or any other instrument or document furnished pursuant hereto or thereto thereto; and (ge) shall will incur no liability under or in respect of this Agreement Agreement, the Obligations or any other Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which writing may be a by telephone, telegram, cable, telecopy or electronic mailtelex) or any telephone message believed by it to be genuine and signed or sent by the proper party or parties. Agents will not be liable for any apportionment or distribution of payments made by it reasonably and in good faith pursuant to this Agreement, and if any such apportionment or distribution is subsequently determined to have been made in error the sole recourse of any Person to whom payment was due, but not made, will be to recover from the recipients of such payments any payment in excess of the amount to which they are determined to have been entitled.

Agent’s Reliance, Etc. None of Neither the Agents, Agent nor any of their affiliates or any of their respective its 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 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, bad faith negligence or willful misconduct. Without limiting the foregoing, each of the Agents Agent: (a) may treat the payee of any Note as its holder until such Note has been assigned in accordance with Section 14.6, (b) may rely on the Register to the extent set forth in Section 14.6, (ci) may consult with legal counsel (including counsel to for the Company Transferor or any other Loan Partythe Servicer), 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 Senior Class Conduit or Bank Investor and shall not be responsible to any Lender Senior Class Conduit or Bank Investor for any statements, warranties warran- ties or representations made by or on behalf of Revlon, the Company or any of the Company’s 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 other Loan Document, as to the financial condition of the Company other Transaction Documents on the part of the Trans- feror or any Loan Party the Servicer or as to inspect the existence property (including the books and records) of the Transferor or possible existence of any Default or Event of Default, the Servicer; (fiv) shall not be responsible to any Lender Senior Class Conduit or any Bank Investor 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 by telex or electronic mailfacsimile) or any telephone message believed by it to be genuine and signed or sent by the proper party or parties.. SECTION 3

Agent’s Reliance, Etc. None of the Agents, any of their affiliates or (a) Neither Agent 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 any of the other Loan Facility Documents, except for its, his, her its or their own gross negligence, bad faith negligence or willful misconduct. Without limiting the generality of the foregoing, each of the Agents Agent: (a) may treat the payee of any Note as its holder until such Note has been assigned in accordance with Section 14.6, (b) may rely on the Register to the extent set forth in Section 14.6, (ci) may consult with legal counsel (including counsel to for the Company Borrower or the Servicer or any other Loan Party), of their Affiliates) and 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 Secured Party or any other Person and shall not be responsible to any Lender Secured Party or any Person for any statements, warranties or representations (whether written or oral) made by or on behalf of Revlon, the Company or any of the Company’s 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 or any notice, consent, certificate, instruction or waiver, report, statement, opinion, direction or other instrument or writing on the part of the Borrower, the Servicer or any other Loan Document, as Person or to inspect the financial condition property (including the books and records) of the Company Borrower or any Loan Party or as to the existence or possible existence of any Default or Event of Default, Servicer; (fiv) shall not be responsible to any Lender Secured Party or 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 and thereto; (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 reasonably believed by it to be genuine and believed by it to be signed or sent by the proper party or parties; (vi) shall not be responsible to any Person for any recitals, statements, information, representations or warranties regarding the Borrower or the Collateral or in any document, certificate or other writing delivered in connection herewith or therewith or for the execution, effectiveness, genuineness, validity, enforceability, perfection, collectability, priority or sufficiency of thereof or any such other document or the financial condition of any Person or be required to make any inquiry concerning either the performance or observance of any of the terms, provisions or conditions related to any Person or the existence or possible existence of any Default or Event of Default; and (vii) shall not have any obligation whatsoever to any Person to assure that any collateral exists or is owned by any Person or is cared for, protected or insured or that any liens have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available with respect thereto. No Agent shall have any liability to the Borrower or any Lender or any other Person for the Borrower’s, the Servicer’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. (b) No Agent shall be liable for the actions or omissions of any other Agent (including concerning the application of funds) or other party to a Facility Document, or under any duty to monitor or investigate compliance on the part of any other Agent or other party to a Facility Document with the terms or requirements of this Agreement, any Facility Document or any Related Document, or their duties hereunder or thereunder. Each Agent shall be entitled to assume the due authority of any signatory and genuineness of any signature appearing on any instrument or document it may receive (including each Notice of Borrowing received hereunder) in the absence of its own gross negligence or willful misconduct. No Agent shall be liable for any action taken in good faith and reasonably believed by it to be within the powers conferred upon it, or taken by it pursuant to any direction or instruction by which it is governed, or omitted to be taken by it by reason of the lack of direction or instruction required hereby for such action (including for refusing to exercise discretion or for withholding its consent in the absence of its receipt of, or resulting from a failure, delay or refusal on the part of the Majority Lenders to provide, written instruction to exercise such discretion or grant such consent from the Majority Lenders, as applicable). No Agent shall be liable for any error of judgment made in good faith unless it shall be proven by a final, non-appealable judgment from a court of competent jurisdiction that such Agent was grossly negligent in ascertaining the relevant facts. Nothing herein or in any Facility Document or Related Document shall obligate any Agent to advance, expend or risk its own funds, or to take any action which in its reasonable judgment may cause it to incur any expense or financial or other liability for which it is not adequately indemnified. No Agent shall be liable for any indirect, special, punitive or consequential damages (including lost profits) whatsoever, even if it has been informed of the likelihood thereof and regardless of the form of action. No Agent shall be charged with knowledge or notice of any matter unless actually known to a Responsible Officer of such Agent, or, subject to Section 12.03(d) below, unless and to the extent written notice of such matter is received by such Agent at its address in accordance with Section 13.02. Any permissive grant of power to an Agent hereunder shall not be construed to be a duty to act. Each Agent shall have only the duties and responsibilities as are specifically set forth in this Agreement and no covenants, duties or obligations shall be implied in this Agreement against any Agent. Before acting hereunder, an Agent shall be entitled to request, receive and rely upon such certificates and opinions as it may reasonably determine appropriate with respect to the satisfaction of any specified circumstances or conditions precedent to such action. Neither Agent shall be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, entitlement order, approval or other paper or document. Neither Agent shall be liable for any error of judgment, or for any act done or step taken or omitted by it, in good faith, or for any mistakes of fact or law, or for anything that it may do or refrain from doing in connection herewith, except in the case of its willful misconduct or grossly negligent performance or omission of its duties. (c) No Agent shall be responsible or liable for delays or failures in performance resulting from acts beyond its control. Such acts shall include acts of God, strikes, lockouts, riots, acts of war, epidemics disease, pandemics, quarantine, national emergency, governmental regulations imposed after the fact, fire, communication line failures, computer viruses, power failures, loss or malfunction of utilities, communications or computers (software and hardware) services, earthquakes or other disasters, national emergency, malware or ransomware attack, unavailability of the Federal Reserve Bank wire or telex system or other applicable wire or funds transfer system, or unavailability of any securities clearing system. (d) The delivery of reports and other documents and information to the Collateral Agent hereunder or under any other Facility Document is for informational purposes only and the Collateral Agent’s receipt of such documents and information shall not constitute constructive notice of any information contained therein or determinable from information contained therein. The Collateral Agent is hereby authorized and directed to execute and deliver the other Facility Documents to which it is a party. Whether or not expressly stated in such Facility Documents, in performing (or refraining from acting) thereunder, the Collateral Agent shall have all of the rights, benefits, protections and indemnities which are afforded to it in this Agreement. (e) Each Lender acknowledges that, except as expressly set forth in this Agreement, neither Agent has made any representation or warranty to it, and that no act by either Agent hereafter taken, including any consent and acceptance of any assignment or review of the affairs of the Borrower, shall be deemed to constitute any representation or warranty by such Agent to any Secured Party as to any matter. Each Lender represents to each Agent that it has, independently and without reliance upon such Agent and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower and the Servicer, and made its own decision to enter into this Agreement and the other Facility Documents to which it is a party. Each Lender also represents that it will, independently and without reliance upon either Agent or any other Secured Party and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement and the Facility Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower and the Servicer. Neither Agent shall have any duty or responsibility to provide any Secured Party with any credit or other information concerning the business, prospects, operations, property, financial or other condition or creditworthiness of the Borrower or Servicer which may come into the possession of such Agent.

Agent’s Reliance, Etc. None of the Agents, any of their affiliates or (a) Neither Agent 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 any of the other Loan Facility Documents, except for its, his, her its or their own gross negligence, bad faith negligence or willful misconduct. Without limiting the generality of the foregoing, each of the Agents Agent: (a) may treat the payee of any Note as its holder until such Note has been assigned in accordance with Section 14.6, (b) may rely on the Register to the extent set forth in Section 14.6, (ci) may consult with legal counsel (including counsel to for the Company Borrower or the Servicer or any other Loan Party), of their Affiliates) and 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 Secured Party or any other Person and shall not be responsible to any Lender Secured Party or any Person for any statements, warranties or representations (whether written or oral) made by or on behalf of Revlon, the Company or any of the Company’s 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 Servicer or any other Loan Document, as Person or to inspect the financial condition property (including the books and records) of the Company Borrower or any Loan Party or as to the existence or possible existence of any Default or Event of Default, Servicer; (fiv) shall not be responsible to any Lender Secured Party or 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 reasonably believed by it to be genuine and believed by it to be signed or sent by the proper party or parties. No Agent shall have any liability to the Borrower or any Lender or any other Person for the Borrower’s, the Servicer’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. (a) No Agent shall be liable for the actions or 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. Each Agent shall be entitled to assume the due authority of any signatory and genuineness of any signature appearing on any instrument or document it may receive (including each Notice of USActive 53861575.5 -123- Borrowing received hereunder) in the absence of its own gross negligence or willful misconduct. No Agent shall be liable for any action taken in good faith and reasonably believed by it to be within the powers conferred upon it, or taken by it pursuant to any direction or instruction by which it is governed, or omitted to be taken by it by reason of the lack of direction or instruction required hereby for such action (including for refusing to exercise discretion or for withholding its consent in the absence of its receipt of, or resulting from a failure, delay or refusal on the part of the Required Lenders to provide, written instruction to exercise such discretion or grant such consent from the Required Lenders, as applicable). No Agent shall be liable for any error of judgment made in good faith unless it shall be proven by a court of competent jurisdiction that such Agent was grossly negligent in ascertaining the relevant facts. Nothing herein or in any Facility Document or Related Document shall obligate any Agent to advance, expend or risk its own funds, or to take any action which in its reasonable judgment may cause it to incur any expense or financial or other liability for which it is not adequately indemnified. No Agent shall be liable for any indirect, special, punitive or consequential damages (including lost profits) whatsoever, even if it has been informed of the likelihood thereof and regardless of the form of action. No Agent shall be charged with knowledge or notice of any matter unless actually known to a Responsible Officer of such Agent, or unless and to the extent written notice of such matter is received by such Agent at its address in accordance with Section 13.02. Any permissive grant of power to an Agent hereunder shall not be construed to be a duty to act. Each Agent shall have only the duties and responsibilities as are specifically set forth in this Agreement and no covenants or obligations shall be implied in this Agreement against any Agent. Before acting hereunder, an Agent shall be entitled to request, receive and rely upon such certificates and opinions as it may reasonably determine appropriate with respect to the satisfaction of any specified circumstances or conditions precedent to such action. Neither Agent shall be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, entitlement order, approval or other paper or document. Neither Agent shall be liable for any error of judgment, or for any act done or step taken or omitted by it, in good faith, or for any mistakes of fact or law, or for anything that it may do or refrain from doing in connection herewith, except in the case of its willful misconduct or grossly negligent performance or omission of its duties. (b) No Agent shall be responsible or liable for delays or failures in performance resulting from acts beyond its control. Such acts shall include acts of God, strikes, lockouts, riots, acts of war, epidemics, governmental regulations imposed after the fact, fire, communication line failures, computer viruses, power failures, loss or malfunction of utilities, communications or computers (software and hardware) services, earthquakes or other disasters. (c) The delivery of reports and other documents and information to the Collateral Agent hereunder or under any other Facility Document is for informational purposes only and the Collateral Agent’s receipt of such documents and information shall not constitute constructive notice of any information contained therein or determinable from information contained therein. The Collateral Agent is hereby authorized and directed to execute and deliver the other Facility Documents to which it is a party. Whether or not expressly stated in such Facility Documents, in performing (or refraining from acting) thereunder, the Collateral Agent USActive 53861575.5 -124- shall have all of the rights, benefits, protections and indemnities which are afforded to it in this Agreement. (d) Each Lender acknowledges that, except as expressly set forth in this Agreement, neither Agent has made any representation or warranty to it, and that no act by either Agent hereafter taken, including any consent and acceptance of any assignment or review of the affairs of the Borrower, shall be deemed to constitute any representation or warranty by such Agent to any Secured Party as to any matter. Each Lender represents to each Agent that it has, independently and without reliance upon such Agent and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower and the Servicer, and made its own decision to enter into this Agreement and the other Facility Documents to which it is a party. Each Lender also represents that it will, independently and without reliance upon either Agent or any other Secured Party and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement and the Facility Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower and the Servicer. Neither Agent shall have any duty or responsibility to provide any Secured Party with any credit or other information concerning the business, prospects, operations, property, financial or other condition or creditworthiness of the Borrower or Servicer which may come into the possession of such Agent.

Agent’s Reliance, Etc. None of Neither the Agents, Agent nor any of their affiliates or any of their respective its 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 Agent under or in connection with this Agreement or any other Transaction Document or any other instrument or document delivered pursuant hereto (including, without limitation, the other Loan DocumentsAgents servicing, administering or collecting Pool Receivables as Servicer pursuant to Section 6.1), or in respect of the transactions thereunder, except for its, his, her its or their own gross negligence, bad faith negligence or willful misconduct. Without limiting the generality of the foregoing, each of except as otherwise agreed by the Agents Agent and any Purchaser, the Agent: (a) may treat the payee of any Note as its holder until such Note has been assigned in accordance with Section 14.6, (b) may rely on the Register to the extent set forth in Section 14.6, (ci) may consult with legal counsel (including counsel to for the Company Seller, the Servicer or any other Loan PartyOriginator), 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 Purchaser and shall not be responsible to any Lender Purchaser for any statements, warranties or representations (whether written or oral) made by or on behalf of Revlon, the Company or any of the Company’s Subsidiaries in or in connection with this Agreement or any other Loan Document, Transaction Document or any other instrument or document delivered pursuant hereto; (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 other Loan Document, as to Transaction Document or any other instrument or document delivered pursuant hereto on the financial condition part of the Company Seller or any Loan Party Originator or as to inspect the existence property (including the books and records) of the Seller or possible existence of any Default or Event of Default, Originator; (fiv) shall not be responsible to any Lender 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 Transaction Document or any other instrument or document furnished pursuant hereto hereto, or thereto the perfection, priority or value of any ownership interest or security interest created or purported to be created hereunder or under the Receivables Sale Agreement; and (gv) shall incur no liability under or in respect of this Agreement or any other Loan Transaction Document or any other instrument or document delivered pursuant hereto by acting upon any noticenotice (including notice by telephone), 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.

Agent’s Reliance, Etc. None of Neither the Agents, Agent nor any of their affiliates or any of their its 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, bad faith negligence or willful misconduct. Without limiting limitation of the generality of the foregoing, each of the Agents Agent: (a) may treat the payee of any Note as its holder until such Note has been assigned in accordance with Section 14.6, (b) may rely on the Register to the extent set forth in Section 14.6, (c) may consult with legal counsel (including counsel to the Company or for 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, ; (db) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made by or on behalf of Revlon, the Company or any of the Company’s 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 performance, observance or observance satisfaction of any term, covenant or condition of this Agreement or any other Loan Document, as to the financial condition of the Company terms, covenants or conditions of any Loan Party Document on the part of any Obligor 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 Obligor; (fd) shall not be responsible to any Lender 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 (ge) 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 mailcommunication) or any telephone message believed by it to be genuine and signed or sent by the proper party or parties. Oaktree Fund Administration, LLC and Affiliates. With respect to its Commitments, the Terms Loans made by it and any Notes issued to it, Oaktree Fund Administration, LLC shall have the same rights and powers under the Loan Documents as any other Lender and may exercise the same as though it were not the Agent; and the term “Lender” or “Lenders” shall, unless otherwise expressly indicated, include Oaktree Fund Administration, 19107526-5 LLC in its individual capacity. Oaktree Fund Administration, LLC and its affiliates may accept deposits from, lend money to, act as trustee under indentures of, accept investment banking engagements from and generally engage in any kind of business with, any Obligor, any of its Subsidiaries and any Person that may do business with or own securities of any Obligor or any such Subsidiary, all as if Oaktree Fund Administration, LLC were not the Agent and without any duty to account therefor to the Lenders. The Agent shall not have any duty to disclose any information obtained or received by it or any of its Affiliates relating to any Obligor or any of its Subsidiaries to the extent such information was obtained or received in any capacity other than as the Agent.

Agent’s Reliance, Etc. (a) None of the Agents, any of their affiliates or Agents 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 any of the other Loan Facility Documents, except for its, his, her its or their own gross negligence, bad faith negligence or willful misconduct. Without limiting the generality of the foregoing, each of the Agents Agent: (a) may treat the payee of any Note as its holder until such Note has been assigned in accordance with Section 14.6, (b) may rely on the Register to the extent set forth in Section 14.6, (ci) may consult with legal counsel (including counsel to for the Company Borrower or the Collateral Manager or any other Loan Party), of their Affiliates) and 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 Secured Party or any other Person and shall not be responsible to any Lender Secured Party or any Person for any statements, warranties or representations (whether written or oral) made by or on behalf of Revlon, the Company or any of the Company’s 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 Documents or any notice, consent, certificate, instruction or waiver, report, statement, opinion, direction or other instrument or writing on the part of the Borrower or the Collateral Manager or any other Loan Document, as Person or to inspect the financial condition property (including the books and records) of the Company Borrower or any Loan Party 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 any other Person for the due execution, legality, validity, enforceability, perfection, genuineness, sufficiency or value of, or the attachment, perfection or priority of any Lien created or purported to be created under or in connection withCollateral, this Agreement, the other Facility Documents, any other Loan Related Document or any other instrument or document furnished pursuant hereto or thereto and or for the validity, perfection, priority or enforceability of the Liens on the Collateral (gincluding monitoring, maintaining or filing of any financing or continuation statements); (v) shall incur no liability under or in respect of this Agreement or any other Loan Facility Document by relying on or 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 to be genuine and believed by it to be signed or sent by the proper party Person; (vi) other than as expressly set forth herein, shall not be responsible to any Person for any recitals, statements, information, representations or partieswarranties regarding the Borrower or the Collateral or in any document, certificate or other writing delivered in connection herewith or therewith or for the execution, effectiveness, genuineness, validity, enforceability, perfection, collectability, priority or sufficiency of thereof or any such other document or the financial condition of any Person or be required to make any inquiry concerning either the performance or observance of any of the terms, provisions or conditions related to any Person or the existence or possible existence of any Default or Event of Default; and (vii) other than as expressly set forth herein, shall not have any obligation whatsoever to any Person to assure that any collateral exists or is owned by any Person or is cared for, protected or insured or that any liens have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available with respect thereto. No Agent shall 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.

Agent’s Reliance, Etc. None of The Agent and the Agents, L/C Issuer or --------------------- any of their affiliates or any of their respective directors, officers, agents or employees shall not 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 or their its own gross negligence, bad faith negligence or willful misconductmisconduct as determined by a final judgment of a court of competent jurisdiction. Without limiting the generality of the foregoing, each of the Agents Agent and the L/C Issuer, as appropriate (ai) may treat the payee of any Note as its the holder thereof until the Agent receives written notice of the assignment or transfer thereof, pursuant to Section 11.09 hereof, signed by such Note has been assigned payee and in accordance with Section 14.6, (b) may rely on the Register form satisfactory to the extent set forth in Section 14.6, Agent; (cii) may consult with legal counsel (including including, without limitation, counsel to the Company Agent or any other Loan Partythe L/C Issuer or counsel to the Borrower), 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 or experts, ; (diii) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, certificates, warranties or representations made by or on behalf of Revlon, the Company or any of the Company’s Subsidiaries in or in connection with this Agreement or any the other Loan Document, Documents; (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 or any the other Loan Document, as to Documents on the financial condition of the Company or any Loan Party or as to the existence or possible existence part of any Default Person or Event to inspect the Collateral or other property (including, without limitation, the books and records) of Default, any Person; (fv) shall not be responsible to any Lender 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; (vi) shall not be deemed to have made any representation or warranty regarding the existence, value or collectibility of the Collateral, the existence, priority or perfection of the Lenders' lien or security interest thereon, or the Borrowing Base or any certificate prepared by the Borrower in connection therewith, nor shall the Agent be responsible or liable to the Lenders for any failure to monitor or maintain the Borrowing Base or any portion of the Collateral; and (gvii) 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 telegram, telecopy, cable or electronic mailtelex) or any telephone message believed by it to be genuine and signed or sent by the proper party or parties.

Agent’s Reliance, Etc. None of the Agents, any of their affiliates or (a) Neither Agent 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 any of the other Loan Facility Documents, except for its, his, her its or their own gross negligence, bad faith negligence or willful misconduct. Without limiting the generality of the foregoing, each of the Agents Agent: (a) may treat the payee of any Note as its holder until such Note has been assigned in accordance with Section 14.6, (b) may rely on the Register to the extent set forth in Section 14.6, (ci) may consult with legal counsel (including counsel to for the Company Borrower or the Servicer or any other Loan Party), of their Affiliates) and 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 Secured Party or any other Person and shall not be responsible to any Lender Secured Party or any Person for any statements, warranties or representations (whether written or oral) made by or on behalf of Revlon, the Company or any of the Company’s 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 Servicer or any other Loan Document, as Person or to inspect the financial condition property (including the books and records) of the Company Borrower or any Loan Party or as to the existence or possible existence of any Default or Event of Default, Servicer; (fiv) shall not be responsible to any Lender Secured Party or 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 reasonably believed by it to be genuine and believed by it to be signed or sent by the proper party or parties. No Agent shall have any liability to the Borrower or any Lender or any other Person for the Borrower’s, the Servicer’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. (b) No Agent shall be liable for the actions or 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. Each Agent shall be entitled to assume the due authority of any signatory and genuineness of any signature appearing on any instrument or document it may receive (including each Notice of Borrowing received hereunder) in the absence of its own gross negligence or willful misconduct. No Agent shall be liable for any action taken in good faith and reasonably believed by it to be within the powers conferred upon it, or taken by it pursuant to any direction or instruction by which it is governed, or omitted to be taken by it by reason of the lack of direction or instruction required hereby for such action (including for refusing to exercise discretion or for withholding its consent in the absence of its receipt of, or resulting from a failure, delay or refusal on the part of the Required Lenders to provide, written instruction to exercise such discretion or grant such consent from the Required Lenders, as applicable). No Agent shall be liable for any error of judgment made in good faith unless it shall be proven by a court of competent jurisdiction that such Agent was grossly negligent in ascertaining the relevant facts. Nothing herein or in any Facility Document or Related Document shall obligate any Agent to advance, expend or risk its own funds, or to take any action which in its reasonable judgment may cause it to incur any expense or financial or other liability for which it is not adequately indemnified. No Agent shall be liable for any indirect, special, punitive or consequential damages (including lost profits) whatsoever, even if it has been informed of the likelihood thereof and regardless of the form of action. No Agent shall be charged with knowledge or notice of any matter unless actually known to a Responsible Officer of such Agent, or, subject to Section 12.03(d) below, unless and to the extent written notice of such matter is received by such Agent at its address in accordance with Section 13.02. Any permissive grant of power to an Agent hereunder shall not be construed to be a duty to act. Each Agent shall have only the duties and responsibilities as are specifically set forth in this Agreement and no covenants or obligations shall be implied in this Agreement against any Agent. Before acting hereunder, an Agent shall be entitled to request, receive and rely upon such certificates and opinions as it may reasonably determine appropriate with respect to the satisfaction of any specified circumstances or conditions precedent to such action. Neither Agent shall be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, entitlement order, approval or other paper or document. Neither Agent shall be liable for any error of judgment, or for any act done or step taken or omitted by it, in good faith, or for any mistakes of fact or law, or for anything that it may do or refrain from doing in connection herewith, except in the case of its willful misconduct or grossly negligent performance or omission of its duties. (c) No Agent shall be responsible or liable for delays or failures in performance resulting from acts beyond its control. Such acts shall include acts of God, strikes, lockouts, riots, acts of war, epidemics or pandemics, governmental regulations imposed after the fact, fire, communication line failures, computer viruses, power failures, loss or malfunction of utilities, communications or computers (software and hardware) services, earthquakes or other disasters, national emergency, malware or ransomware attack, unavailability of the Federal Reserve Bank wire or telex system or other applicable wire or funds transfer system, or unavailability of any securities clearing system. (d) The delivery of reports and other documents and information to the Collateral Agent hereunder or under any other Facility Document is for informational purposes only and the Collateral Agent’s receipt of such documents and information shall not constitute constructive notice of any information contained therein or determinable from information contained therein. The Collateral Agent is hereby authorized and directed to execute and deliver the other Facility Documents to which it is a party. Whether or not expressly stated in such Facility Documents, in performing (or refraining from acting) thereunder, the Collateral Agent shall have all of the rights, benefits, protections and indemnities which are afforded to it in this Agreement. (e) Each Lender acknowledges that, except as expressly set forth in this Agreement, neither Agent has made any representation or warranty to it, and that no act by either Agent hereafter taken, including any consent and acceptance of any assignment or review of the affairs of the Borrower, shall be deemed to constitute any representation or warranty by such Agent to any Secured Party as to any matter. Each Lender represents to each Agent that it has, independently and without reliance upon such Agent and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower and the Servicer, and made its own decision to enter into this Agreement and the other Facility Documents to which it is a party. Each Lender also represents that it will, independently and without reliance upon either Agent or any other Secured Party and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement and the Facility Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower and the Servicer. Neither Agent shall have any duty or responsibility to provide any Secured Party with any credit or other information concerning the business, prospects, operations, property, financial or other condition or creditworthiness of the Borrower or Servicer which may come into the possession of such Agent.

Agent’s Reliance, Etc. None of the Agents, any of their affiliates or (a) Neither Agent 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 any of the other Loan Facility Documents, except for its, his, her its or their own gross negligence, bad faith negligence or willful misconduct. In no event shall any Agent be liable for any indirect, special, punitive or consequential damages (including lost profits), whether or not it has been advised or the likelihood of such damages. Without limiting the generality of the foregoing, each of the Agents Agent: (a) may treat the payee of any Note as its holder until such Note has been assigned in accordance with Section 14.6, (b) may rely on the Register to the extent set forth in Section 14.6, (ci) may consult with legal counsel (including counsel to for the Company Borrower or the Servicer or any other Loan Party), of their Affiliates) and independent public accountants and other experts selected by it and the advice or opinion of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted to be taken by such Agent in good faith in accordance with such opinion and shall not be liable for any action taken taken, suffered 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 Secured Party or any other Person and shall not be responsible to any Lender Secured Party or any Person for any statements, warranties or representations (whether written or oral) made by or on behalf of Revlon, the Company or any of the Company’s Subsidiaries in or in connection with this Agreement or any the other Loan Document, Facility Documents; (eiii) shall not have any duty to ascertain monitor, ascertain, or to inquire either investigate as to the performance or observance of any termof the terms, covenant covenants or condition conditions of this Agreement Agreement, the other Facility Documents, any Related Document or any notice, consent, certificate, instruction or waiver, report, statement, opinion, direction or other instrument or writing on the part of the Borrower, the Servicer or any other Loan Document, as Person or to inspect the financial condition property (including the books and records) of the Company Borrower or any Loan Party or as to the existence or possible existence of any Default or Event of Default, Servicer; (fiv) shall not be responsible to any Lender Secured Party or 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 and thereto; (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 to be genuine and believed by it to be signed or sent by the proper party or parties; (vi) shall not be responsible to any Person for any recitals, statements, information, representations or warranties regarding the Borrower or the Collateral or in any document, certificate or other writing delivered in connection herewith or therewith or for the execution, effectiveness, genuineness, validity, enforceability, perfection, collectability, priority or sufficiency of thereof or any such other document or the financial condition of any Person or be required to make any inquiry concerning either the performance or observance of any of the terms, provisions or conditions related to any Person or the existence or possible existence of any Default or Event of Default; and (vii) shall not have any obligation whatsoever to any Person to assure that any collateral exists or is owned by any Person or is cared for, protected or insured or that any liens have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available with respect thereto. No Agent shall have any liability to the Borrower or any Lender or any other Person for the Borrower’s, the Servicer’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. (b) No Agent shall be liable for the actions of 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. Each Agent shall be entitled to assume the due authority of any signatory and genuineness of any signature appearing on any instrument or document it may receive (including each Notice of Borrowing received hereunder). No Agent shall be liable for any action taken in good faith and reasonably believed by it to be within the powers conferred upon it, or taken by it pursuant to any direction or instruction by which it is governed, or omitted to be taken by it by reason of the lack of direction or instruction required hereby for such action (including for refusing to exercise discretion or for withholding its consent in the absence of its receipt of, or resulting from a failure, delay or refusal on the part of the Required Lenders to provide, written instruction to exercise such discretion or grant such consent from the Required Lenders, as applicable). No Agent shall be liable for any error of judgment made in good faith unless it shall be proven by a court of competent jurisdiction that such Agent was grossly negligent in ascertaining the relevant facts. Nothing herein or in any Facility Document or Related Document shall obligate any Agent to advance, expend or risk its own funds, or to take any action which in its reasonable judgment may cause it to incur any expense or financial or other liability for which it is not adequately indemnified. No Agent shall be liable for any indirect, special, punitive or consequential damages (including lost profits) whatsoever, even if it has been informed of the likelihood thereof and regardless of the form of action. No Agent shall be charged with knowledge or notice of any matter unless actually known to a Responsible Officer of such Agent, or unless and to the extent written notice of such matter is received by such Agent at its address in accordance with Section 12.02. Any permissive grant of power to an Agent hereunder shall not be construed to be a duty to act. Neither Agent shall be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, entitlement order, approval or other paper or document. Neither Agent shall be liable for any error of judgment, or for any act done or step taken or omitted by it, in good faith, or for any mistakes of fact or law, or for anything that it may do or refrain from doing in connection herewith, except in the case of its willful misconduct or grossly negligent performance or omission of its duties. (c) No Agent shall be responsible or liable for delays or failures in performance resulting from acts beyond its control. Such acts shall include acts of God, strikes, lockouts, riots, acts of war, epidemics, governmental regulations imposed after the fact, fire, communication line failures, computer viruses, power failures, earthquakes or other disasters. (d) The delivery of reports and other documents and information to the Collateral Agent hereunder or under any other Facility Document is for informational purposes only and the Collateral Agent’s receipt of such documents and information shall not constitute constructive notice of any information contained therein or determinable from information contained therein. The Collateral Agent is hereby authorized and directed to execute and deliver the other Facility Documents to which it is a party. Whether or not expressly stated in such Facility Documents, in performing (or refraining from acting) thereunder, the Collateral Agent shall have all of the rights, benefits, protections and indemnities which are afforded to it in this Agreement. In the event the Collateral Agent is also acting in capacity of Custodian, Collateral Administrator or Securities Intermediary, the protections, immunities and indemnities afforded to the Collateral Agent pursuant to this Agreement shall also be afforded to the Custodian, Collateral Administrator and Securities Intermediary acting in such capacities; provided that such protections, immunities and indemnities shall be in addition to (but without duplication of) any protections, immunities and indemnities provided in the Account Control Agreement, or any other Facility Documents. (e) Each Lender acknowledges that, except as expressly set forth in this Agreement, neither Agent has made any representation or warranty to it, and that no act by either Agent hereafter taken, including any consent and acceptance of any assignment or review of the affairs of the Borrower, shall be deemed to constitute any representation or warranty by such Agent to any Secured Party as to any matter. Each Lender represents to each Agent that it has, independently and without reliance upon such Agent and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower and the Servicer, and made its own decision to enter into this Agreement and the other Facility Documents to which it is a party. Each Lender also represents that it will, independently and without reliance upon either Agent or any other Secured Party and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement and the Facility Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower and the Servicer. Neither Agent shall have any duty or responsibility to provide any Secured Party with any credit or other information concerning the business, prospects, operations, property, financial or other condition or creditworthiness of the Borrower or Servicer which may come into the possession of such Agent.

Agent’s Reliance, Etc. None Notwithstanding any other provisions of this Agreement or any other Loan Documents, neither the Agents, Agent nor any of their affiliates or any of their respective its 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, bad faith negligence or willful misconductmisconduct in connection with its duties expressly set forth herein or therein as determined by a court of competent jurisdiction in a final non-appealable judgment. Without limiting the generality of the foregoing, each of the Agents (a) may treat the payee of any Note as its holder until such Note has been assigned in accordance with Section 14.6, (b) may rely on the Register to the extent set forth in Section 14.6, (c) Agent may consult with legal counsel (including its own counsel to or counsel for the Company Borrowers or any other Loan Party), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts. Neither the Agent nor any of its directors, officers, agents, employees or counsel: (da) makes no any warranty or representation to any Lender and or any other Person, or shall not be responsible to any Lender or any other Person for any statementsstatement, warranties warranty or representations representation made or deemed made by or on behalf of Revlonany Borrower, the Company any other Loan Party or any of the Company’s 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 the Company any conditions precedent under this Agreement or any Loan Party Document on the part of the Borrowers or as other Persons, or to inspect the existence property, books or possible existence records of any Default Borrower or Event of Default, any other Person; (fc) shall not be responsible to any Lender 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 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. The 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 in the selection of such agent or attorney-in-fact as determined by a court of competent jurisdiction in a final non-appealable judgment.

Agent’s Reliance, Etc. None of (a) Neither the Agents, Administrative Agent nor any of their affiliates or any of their respective its 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 Transaction Documents, except for its, his, her its or their own bad faith, gross negligence, bad faith negligence or willful misconduct. Without limiting the generality of the foregoing, each of the Agents Administrative Agent: (a) may treat the payee of any Note as its holder until such Note has been assigned in accordance with Section 14.6, (b) may rely on the Register to the extent set forth in Section 14.6, (ci) may consult with legal counsel (including including, without limitation, counsel to for the Company Credit Parties 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 experts, ; (dii) makes no warranty or representation to any Lender Secured Party or any other Person and shall not be responsible to any Lender Secured Party or any Person for any statements, warranties or representations (whether written or oral) made by or on behalf of Revlon, the Company or any of the Company’s Subsidiaries in or in connection with this Agreement or the other Transaction Documents by any other Loan Document, Person; (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 Transaction Documents or any related documents on the part of the Borrower or any other Loan Document, as Person or to inspect the financial condition property (including the books and records) of the Company or any Loan Party or as to the existence or possible existence of any Default or Event of Default, Credit Parties; (fiv) shall not be responsible to any Lender Secured Party or any other Person for the due executionexecution (other than by it), 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 withCollateral, this Agreement, any the other Loan Document Transaction Documents or any other instrument or document furnished pursuant hereto or thereto or for the validity, perfection, priority or enforceability of the Liens on the Collateral; and (gv) shall incur no liability under or in respect of this Agreement or any other Loan Transaction Document by relying on, acting upon (or by refraining from action in reliance on) any notice, consent, certificate certificate, instruction or waiver, report, statement, opinion, direction or other instrument or writing (which writing may be a telecopy or electronic maildelivered by email if acceptable to it) or any telephone message reasonably and in good faith believed by it to be genuine and reasonably and in good faith believed by it to be signed or sent by the proper party or parties. The Administrative Agent shall not have any liability to any Credit Party, the Collateral Agent or any Lender or any other Person for any Credit Party’s, the Collateral Agent’s or any Lender’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 Transaction Document. (b) The Administrative Agent shall be entitled to assume the due authority of any signatory and genuineness of any signature appearing on any instrument or document it may receive. The Administrative Agent shall not be liable for any action taken in good faith and reasonably believed by it to be within the powers conferred upon it, or taken by it pursuant to any direction or instruction by which it is governed, or omitted to be taken by it by reason of the lack of direction or instruction required hereby for such action (including without limitation for refusing to exercise discretion or for withholding its consent in the absence of its receipt of, or resulting from a failure, delay or refusal on the part of the Required Lenders to provide, written instruction to exercise such discretion or grant such consent from the Required Lenders, as applicable). The Administrative Agent shall not be liable for any error of judgment made reasonably and in good faith unless it shall be proven by a court of competent jurisdiction that the Administrative Agent was grossly negligent in ascertaining the relevant facts. Nothing herein or in any Transaction Documents shall obligate the Administrative Agent to advance, expend or risk its own funds, or to take any action which in its reasonable judgment may cause it to incur any expense or financial or other liability for which it is not adequately indemnified. The Administrative Agent shall not be liable for any indirect, special or consequential damages (included but not limited to lost profits) whatsoever, even if it has been informed of the likelihood thereof and regardless of the form of action. The Administrative Agent shall not be charged with knowledge or notice of any matter unless actually known to a responsible officer of the Administrative Agent, or unless and to the extent written notice of such matter is received by the Administrative Agent at its address in accordance with Section 12.02. Any permissive grant of power to the Administrative Agent hereunder shall not be construed to be a duty to act. The Administrative Agent shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, entitlement order, approval or other paper or document. The Administrative Agent shall not be liable for any error of judgment, or for any act done or step taken or omitted by it, reasonably and in good faith, or for any reasonable, good faith mistakes of fact or law, or for anything that it may do or refrain from doing in connection herewith except in the case of its willful misconduct, bad faith or grossly negligent performance or omission of its duties. (c) The Administrative Agent shall not be responsible or liable for delays or failures in performance resulting from acts beyond its control. Such acts shall include but not be limited to acts of God, strikes, lockouts, riots, acts of war, epidemics, governmental regulations imposed after the fact, fire, communication line failures, computer viruses, power failures, earthquakes or other disasters.

Agent’s Reliance, Etc. None of the Agents, any of their affiliates or any (a) No Agent and none 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, bad faith negligence or willful misconduct. Without limiting the generality of the foregoing, each of the Agents Agent: (a) may treat the payee of any Note as its holder until such Note has been assigned in accordance with Section 14.6, (b) may rely on the Register to the extent set forth in Section 14.6, (ci) may consult with legal counsel (including counsel to for the Company Borrower or the Servicer or any other Loan Party), of their Affiliates) and independent public accountants and other experts selected by it and the advice or opinion of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted to be taken by such Agent in good faith in accordance with such opinion 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 Secured Party or any other Person and shall not be responsible to any Lender Secured Party or any Person for any statements, warranties or representations (whether written or oral) made by or on behalf of Revlon, the Company or any of the Company’s 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 or any notice, consent, certificate, instruction or waiver, report, statement, opinion, direction or other instrument or writing on the part of the Borrower, the Servicer or any other Loan Document, as Person or to inspect the financial condition property (including the books and records) of the Company Borrower or any Loan Party or as to the existence or possible existence of any Default or Event of Default, Servicer; (fiv) shall not be responsible to any Lender Secured Party or 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 and thereto; (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 facsimile, email, cable or electronic mailtelex, if acceptable to it) or any telephone message reasonably believed by it to be genuine and believed by it to be signed or sent by the proper party or parties; (vi) shall not be responsible to any Person for any recitals, statements, information, representations or warranties regarding the Borrower or the Collateral or in any document, certificate or other writing delivered in connection herewith or therewith or for the execution, effectiveness, genuineness, validity, enforceability, perfection, collectability, priority or sufficiency of thereof or any such other document or the financial condition of any Person or be required to make any inquiry concerning either the performance or observance of any of the terms, provisions or conditions related to any Person or the existence or possible existence of any Default or Event of Default; and (vii) shall not have any obligation whatsoever to any Person to assure that any collateral exists or is owned by any Person or is cared for, protected or insured or that any liens have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available with respect thereto. No Agent shall have any liability to the Borrower or any Lender or any other Person for the Borrower’s, the Servicer’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. (b) No Agent shall be liable for the actions or 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. Each Agent shall be entitled to assume the due authority of any signatory and genuineness of any signature appearing on any instrument or document it may receive (including each Notice of Borrowing received hereunder) in the absence of its own gross negligence or willful misconduct. No Agent shall be liable for any action taken in good faith and reasonably believed by it to be within the powers conferred upon it, or taken by it pursuant to any direction or instruction by which it is governed, or omitted to be taken by it by reason of the lack of direction or instruction required hereby for such action (including for refusing to exercise discretion or for withholding its consent in the absence of its receipt of, or resulting from a failure, delay or refusal on the part of the Required Lenders to provide, written instruction to exercise such discretion or grant such consent from the Required Lenders, as applicable). No Agent shall be liable for any error of judgment made in good faith unless it shall be proven by a non-appealable court of competent jurisdiction that such Agent was grossly negligent in ascertaining the relevant facts. Nothing herein or in any Facility Document or Related Document shall obligate any Agent to advance, expend or risk its own funds, or to take any action which in its reasonable judgment may cause it to incur any expense or financial or other liability for which it is not adequately indemnified. No Agent shall be liable for any indirect, special, punitive or consequential damages (including lost profits) whatsoever, even if it has been informed of the likelihood thereof and regardless of the form of action. No Agent shall be charged with knowledge or notice of any matter unless actually known to a Responsible Officer of such Agent, or unless and to the extent written notice of such matter is received by such Agent at its address in accordance with Section 13.02. Any permissive grant of power to an Agent hereunder shall not be construed to be a duty to act. Each Agent shall have only the duties and responsibilities as are specifically set forth in this Agreement and no covenants or obligations shall be implied in this Agreement against any Agent. Before acting hereunder, an Agent shall be entitled to request, receive and rely upon such certificates and opinions as it may reasonably determine appropriate with respect to the satisfaction of any specified circumstances or conditions precedent to such action. No Agent shall be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, entitlement order, approval or other paper or document. No Agent shall be liable for any error of judgment, or for any act done or step taken or omitted by it, in good faith, or for any mistakes of fact or law, or for anything that it may do or refrain from doing in connection herewith, except in the case of its willful misconduct or grossly negligent performance or omission of its duties. (c) No Agent shall be responsible or liable for delays or failures in performance resulting from acts beyond its control. Such acts shall include acts of God, strikes, lockouts, riots, acts of war, epidemics, governmental regulations imposed after the fact, fire, communication line failures, computer viruses, power failures, loss or malfunction of utilities, communications or computers (software and hardware) services, earthquakes or other disasters. (d) The delivery of reports and other documents and information to the Collateral Agent hereunder or under any other Facility Document is for informational purposes only and the Collateral Agent’s receipt of such documents and information shall not constitute constructive notice of any information contained therein or determinable from information contained therein. The Collateral Agent is hereby authorized and directed to execute and deliver the other Facility Documents to which it is a party. Whether or not expressly stated in such Facility Documents, in performing (or refraining from acting) thereunder, the Collateral Agent shall have all of the rights, benefits, protections and indemnities which are afforded to it in this Agreement. (e) Each Lender acknowledges that, except as expressly set forth in this Agreement, no Agent has made any representation or warranty to it, and that no act by either Agent hereafter taken, including any consent and acceptance of any assignment or review of the affairs of the Borrower, shall be deemed to constitute any representation or warranty by such Agent to any Secured Party as to any matter. Each Lender represents to each Agent that it has, independently and without reliance upon such Agent and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower and the Servicer, and made its own decision to enter into this Agreement and the other Facility Documents to which it is a party. Each Lender also represents that it will, independently and without reliance upon either Agent or any other Secured Party and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement and the Facility Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower and the Servicer. No Agent shall have any duty or responsibility to provide any Secured Party with any credit or other information concerning the business, prospects, operations, property, financial or other condition or creditworthiness of the Borrower or Servicer which may come into the possession of such Agent.

Agent’s Reliance, Etc. None of Neither the Agents, Administrative Agent nor any of their affiliates or any of their respective its 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 Transaction Documents, except for its, his, her its or their own bad faith, gross negligence, bad faith negligence or willful misconduct. Without limiting the generality of the foregoing, each of the Agents Administrative Agent: (a) may treat the payee of any Note as its holder until such Note has been assigned in accordance with Section 14.6, (b) may rely on the Register to the extent set forth in Section 14.6, (ci) may consult with legal counsel (including including, without limitation, counsel to for the Company Credit Parties 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 experts, ; (dii) makes no warranty or representation to any Lender Secured Party or any other Person and shall not be responsible to any Lender Secured Party or any Person for any statements, warranties or representations (whether written or oral) made by or on behalf of Revlon, the Company or any of the Company’s Subsidiaries in or in connection with this Agreement or the other Transaction Documents by any other Loan Document, Person; (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 Transaction |US-DOCS\130674191.18|| Documents or any related documents on the part of the Borrower or any other Loan Document, as Person or to inspect the financial condition property (including the books and records) of the Company or any Loan Party or as to the existence or possible existence of any Default or Event of Default, Credit Parties; (fiv) shall not be responsible to any Lender Secured Party or any other Person for the due executionexecution (other than by it), 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 withCollateral, this Agreement, any the other Loan Document Transaction Documents or any other instrument or document furnished pursuant hereto or thereto or for the validity, perfection, priority or enforceability of the Liens on the Collateral; and (gv) shall incur no liability under or in respect of this Agreement or any other Loan Transaction Document by relying on, acting upon (or by refraining from action in reliance on) any notice, consent, certificate certificate, instruction or waiver, report, statement, opinion, direction or other instrument or writing (which writing may be a telecopy or electronic maildelivered by email if acceptable to it) or any telephone message reasonably and in good faith believed by it to be genuine and reasonably and in good faith believed by it to be signed or sent by the proper party or parties. The Administrative Agent shall not have any liability to any Credit Party, the Collateral Agent or any Lender or any other Person for any Credit Party’s, the Collateral Agent’s or any Lender’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 Transaction Document.

Agent’s Reliance, Etc. None of the Agents, any of their affiliates or (a) Neither Agent 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 any of the other Loan Facility Documents, except for its, his, her its or their own gross negligence, bad faith negligence or willful misconduct. Without limiting the generality of the foregoing, each of the Agents Agent: (a) may treat the payee of any Note as its holder until such Note has been assigned in accordance with Section 14.6, (b) may rely on the Register to the extent set forth in Section 14.6, (ci) may consult with legal counsel (including counsel to for the Company Borrower or the Servicer or any other Loan Party), of their Affiliates) and 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 Secured Party or any other Person and shall not be responsible to any Lender Secured Party or any Person for any statements, warranties or representations (whether written or oral) made by or on behalf of Revlon, the Company or any of the Company’s 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 Servicer or any other Loan Document, as Person or to inspect the financial condition property (including the books and records) of the Company Borrower or any Loan Party or as to the existence or possible existence of any Default or Event of Default, Servicer; (fiv) shall not be responsible to any Lender Secured Party or 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 reasonably believed by it to be genuine and believed by it to be signed or sent by the proper party or parties. No Agent shall have any liability to the Borrower or any Lender or any other Person for the Borrower’s, the Servicer’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. (b) No Agent shall be liable for the actions or 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. Each Agent shall be entitled to assume the due authority of any signatory and genuineness of any signature appearing on any instrument or document it may receive (including each Notice of Borrowing received hereunder) in the absence of its own gross negligence or willful misconduct. No Agent shall be liable for any action taken in good faith and reasonably believed by it to be within the powers conferred upon it, or taken by it pursuant to any direction or instruction by which it is governed, or omitted to be taken by it by reason of the lack of direction or instruction required hereby for such action (including for refusing to exercise discretion or for withholding its consent in the absence of its receipt of, or resulting from a failure, delay or refusal on the part of the Required Lenders to provide, written instruction to exercise such discretion or grant such consent from the Required Lenders, as applicable). No Agent shall be liable for any error of judgment made in good faith unless it shall be proven by a court of competent jurisdiction that such Agent was grossly negligent in ascertaining the relevant facts. Nothing herein or in any Facility Document or Related Document shall obligate any Agent to advance, expend or risk its own funds, or to take any action which in its reasonable judgment may cause it to incur any expense or financial or other liability for which it is not adequately indemnified. No Agent shall be liable for any indirect, special, punitive or consequential damages (including lost profits) whatsoever, even if it has been informed of the likelihood thereof and regardless of the form of action. No Agent shall be charged with knowledge or notice of any matter unless actually known to a Responsible Officer of such Agent, or unless and to the extent written notice of such matter is received by such Agent at its address in accordance with Section 13.02. Any permissive grant of power to an Agent hereunder shall not be construed to be a duty to act. Each Agent shall have only the duties and responsibilities as are specifically set forth in this Agreement and no covenants or obligations shall be implied in this Agreement against any Agent. Before acting hereunder, an Agent shall be entitled to request, receive and rely upon such certificates and opinions as it may reasonably determine appropriate with respect to the satisfaction of any specified circumstances or conditions precedent to such action. Neither Agent shall be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, entitlement order, approval or other paper or document. Neither Agent shall be liable for any error of judgment, or for any act done or step taken or omitted by it, in good faith, or for any mistakes of fact or law, or for anything that it may do or refrain from doing in connection herewith, except in the case of its willful misconduct or grossly negligent performance or omission of its duties. (c) No Agent shall be responsible or liable for delays or failures in performance resulting from acts beyond its control. Such acts shall include acts of God, strikes, lockouts, riots, acts of war, epidemics, governmental regulations imposed after the fact, fire, communication line failures, computer viruses, power failures, loss or malfunction of utilities, communications or computers (software and hardware) services, earthquakes or other disasters. (d) The delivery of reports and other documents and information to the Collateral Agent hereunder or under any other Facility Document is for informational purposes only and the Collateral Agent’s receipt of such documents and information shall not constitute constructive notice of any information contained therein or determinable from information contained therein. The Collateral Agent is hereby authorized and directed to execute and deliver the other Facility Documents to which it is a party. Whether or not expressly stated in such Facility Documents, in performing (or refraining from acting) thereunder, the Collateral Agent shall have all of the rights, benefits, protections and indemnities which are afforded to it in this Agreement. (e) Each Lender acknowledges that, except as expressly set forth in this Agreement, neither Agent has made any representation or warranty to it, and that no act by either Agent hereafter taken, including any consent and acceptance of any assignment or review of the affairs of the Borrower, shall be deemed to constitute any representation or warranty by such Agent to any Secured Party as to any matter. Each Lender represents to each Agent that it has, independently and without reliance upon such Agent and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower and the Servicer, and made its own decision to enter into this Agreement and the other Facility Documents to which it is a party. Each Lender also represents that it will, independently and without reliance upon either Agent or any other Secured Party and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement and the Facility Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower and the Servicer. Neither Agent shall have any duty or responsibility to provide any Secured Party with any credit or other information concerning the business, prospects, operations, property, financial or other condition or creditworthiness of the Borrower or Servicer which may come into the possession of such Agent.

Agent’s Reliance, Etc. None of the Agents, Neither Agent nor any of their affiliates or its Affiliates nor any of their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be not 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, bad faith negligence or willful misconductmisconduct or that of its Affiliates or their respective directors, officers, agents or employees as determined by a court of competent jurisdiction in a final and non-appealable judgment. Without limiting the generality of the foregoing, each of the Agents Agent: (a) may treat the payee of any Note as its holder until such Note has been assigned in accordance with Section 14.6, [reserved]; (b) may rely on the Register to the extent set forth in Section 14.6, (c) may consult with legal counsel (including counsel to the Company 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 by it 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 and shall not be responsible to any Lender for any statements, warranties or representations made by or on behalf of Revlon, the Company or any of the Company’s 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 the Company or any Loan Credit Party or as to inspect the existence or possible existence books and records of any Default or Event of Default, Credit Party; (fe) shall not be responsible to any Lender 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 and thereto; (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 fax, 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; and (g) shall be entitled to delegate any of its duties hereunder to one or more sub-agents. Except for action requiring the approval of Requisite Lenders or all Lenders, as the case may be, Agent shall be entitled to use its discretion with respect to exercising or refraining from exercising any rights which may be vested in it by, and with respect to taking or refraining from taking any action or actions which it may be able to take under or in respect of, this Agreement, unless Agent shall have been instructed by Requisite Lenders or all Lenders, as the case may be, to exercise or refrain from exercising such rights or to take or refrain from taking such action. No Agent shall incur any liability to the Lenders under or in respect of this Agreement with respect to anything which it may do or refrain from doing in the reasonable exercise of its judgment or which may seem to it to be necessary or desirable in the circumstances, except for its own gross negligence, bad faith, material breach or willful misconduct as determined by a court of competent jurisdiction in a final and non-appealable judgment. No Agent shall be liable to any Lender in acting or refraining from acting under this Agreement in accordance with the instructions of Requisite Lenders or all Lenders, as the case may be, and any action taken or failure to act pursuant to such instructions shall be binding on all Lenders.

Agent’s Reliance, Etc. None of Neither the Agents, Agent nor any of their affiliates or any of their respective its 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, bad faith negligence or willful misconduct. Without limiting limitation of the generality of the foregoing, each of the Agents Agent: (ai) may treat the payee of any Note as its holder until such Note has been assigned or any loan account in accordance with Section 14.6, (b) may rely on the Register to as the extent set forth in Section 14.6, owner thereof for all purposes until the Agent receives and accepts a written notice of assignment or transfer thereof; (cii) may consult with legal counsel (including counsel to the Company or any other Loan Partyfor 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 Bank and shall not be responsible to any Lender Bank for any statements, warranties or representations (whether written or oral) made by or on behalf of Revlon, the Company or any of the Company’s Subsidiaries in or in connection with this Agreement any of the Loan Documents or any other Loan Document, instrument or 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 conditions of this Agreement any of Loan Documents or any other Loan Document, as to instrument or document on the financial condition part of the Company Borrower or any Loan Party Subsidiary or as to inspect the existence Property (including the books and records) of Borrower or possible existence of any Default or Event of Default, Subsidiary; (fv) shall not be responsible to any Lender 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 with, this Agreement, any other of the Loan Document Documents or any other instrument or document furnished pursuant hereto or thereto document; and (gvi) shall incur no liability under or in respect of this Agreement any of the Loan Documents or any other Loan Document instrument or document by acting upon any notice (including telephonic notice), consent, certificate or other instrument or writing (which writing may be a telecopy by telecopier, telegram or electronic mailtelex) or any telephone message believed by it to be genuine and signed signed, given or sent by the proper party or parties. The Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default unless the Agent has received notice from a Bank or Borrower referring to this Agreement, describing such Default or Event of Default and stating that such notice is a "notice of default".

Agent’s Reliance, Etc. None of Neither the Agents, Agent nor any of their affiliates or any of their respective its --------------------- 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 Agent under or in connection with this Agreement (including, without limitation, any action taken or omitted to be taken by it or them if the Agent is designated as Servicer pursuant to Section ------- 6.02) or any other Loan Documentsagreement executed pursuant hereto, except for its, his, her its or their ---- own gross negligence, bad faith negligence or willful misconductmalfeasance or misfeasance. Without limiting the foregoing, each of the Agents Agent: (a) may treat the payee of any Note as its holder until such Note has been assigned in accordance with Section 14.6, (b) may rely on the Register to the extent set forth in Section 14.6, (ci) may consult with legal counsel (including counsel to for the Company 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 the Securitization Lender or any Lender Liquidity Provider and shall not be responsible to the Securitization Lender or any Lender Liquidity Provider for any statements, warranties or representations made by or on behalf of Revlon, the Company or any of the Company’s Subsidiaries in or in connection with this Agreement or in connection with any of the other Loan Document, agreements executed pursuant hereto; (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 other Loan Document, as to on the financial condition part of the Company Borrower or 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, the Borrower; (fiv) shall not be responsible to the Securitization Lender or any Lender Liquidity Provider for the due execution, legality, validity, enforceability, genuineness, genuineness or sufficiency or of 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 agreement, 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 agreement executed pursuant hereto, by acting upon any noticenotice (including notice by telephone with respect to notices under Section 2.02), consent, certificate or other instrument ------------ or writing (which writing may be a telecopy by telex or electronic mailfacsimile) or any telephone message believed by it to be genuine and signed or sent by the proper party or parties.

Agent’s Reliance, Etc. None of the Agents, any of their affiliates or Neither Administrative Agent nor Collateral Agent 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 Documentsany Operative Document, except for its, his, her its or their own gross negligence, bad faith negligence or willful misconduct. Without limiting limitation of the generality of the foregoing, each of the Agents Administrative Agent and Collateral Agent (a) may treat the payee of any Note as its holder until such Note has been assigned in accordance with Section 14.6, (b) may rely on the Register to the extent set forth in Section 14.6, (ci) may consult with legal counsel (including counsel to the Company or any other Loan Partyfor Lessee), 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 Indenture Trustee or Secured Parties and shall not be responsible to any Lender Indenture Trustee or Secured Parties for any statements, warranties or representations made by or on behalf of Revlon, the Company or any of the Company’s Subsidiaries in or in connection with this Agreement or any other Loan Operative Document, (eiii) 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 Company terms, covenants or any Loan Party or as to the existence or possible existence conditions of any Default Operative Document on the part of Lessee or Event Lessor or to inspect the property (including the books and records) of DefaultLessee or Lessor, (fiv) shall not be responsible to any Lender Indenture Trustee or Secured Parties 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 Operative 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 Operative Document by acting upon any notice, consent, certificate or other instrument or writing (which writing may be a telecopy by fax, 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.parties (including, but not limited to any notice, consent, certification, other instrument or writing from Indenture Trustee purportedly on behalf of Tranche A Noteholders or from Administrative Agent purportedly on behalf of any Tranche A Noteholders or from Administrative

Agent’s Reliance, Etc. None of Neither the Agents, Agent nor any of their affiliates or any of their respective its --------------------- 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 Agent under or in connection with this Agreement (including, without limitation, the Agent's servicing, administering or the other Loan Documentscollecting Pool Receivables as Collection Agent pursuant to Section 6.01), except for its, his, her its or their own gross negligence, bad faith negligence or willful misconduct. Without limiting the foregoing, each of the Agents Agent: (a) may treat the payee of any Note as its holder until such Note has been assigned in accordance with Section 14.6, (b) may rely on the Register to the extent set forth in Section 14.6, (ci) may consult with legal counsel (including counsel to for the Company Seller, any Originator, any SPV, Services or any other Loan Partythe Parent), 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 Owner and shall not be responsible to any Lender Owner for any statements, warranties or representations made by or on behalf of Revlon, the Company or any of the Company’s 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 other Loan Document, as to Originator Agreement or any NewCo Agreement or the financial condition Parent Agreement on the part of the Company Seller or any Loan Party Originator or as any SPV or Services or the Parent or to inspect the existence property (including the books and records) of the Seller or possible existence of any Default Originator or Event of Default, any SPV or Services or the Parent; (fiv) shall not be responsible to any Lender Owner 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 Originator Agreement, any NewCo Agreement, the Parent Agreement, the Ownership 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 Document by acting upon any noticenotice (including notice by telephone), consent, certificate or other instrument or writing (which writing may be a telecopy by telecopier or electronic mailtelex) or any telephone message believed by it to be genuine and signed or sent by the proper party or parties.

Agent’s Reliance, Etc. None of Neither the Agents, Agent nor any of their affiliates or any of their respective its 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 Documentsany Letter of Credit Document, except for its, his, her its or their own gross negligence, bad faith negligence or willful misconduct. Without limiting limitation of the generality of the foregoing, each of the Agents Agent (a) may treat any Bank that has signed a Commitment Transfer Supplement as the payee holder of any Note as its holder until such Note has been assigned in accordance with Section 14.6, the applicable portion of the Obligations; (b) may rely on the Register to the extent set forth in Section 14.6, (c) may consult with legal counsel (including counsel to for the Company Borrower or any other Loan PartyAffiliate thereof), 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 and shall not be responsible to any Lender Bank for any statements, warranties or representations made by or on behalf of Revlon, the Company or any of the Company’s Subsidiaries in or in connection with this Agreement or any other Loan Operative 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 any Operative Document on the part of the Borrower or any other Loan Document, as Affiliate thereof or to inspect the financial condition property (including the books and records) of the Company Borrower or any Loan Party or as to the existence or possible existence of any Default or Event of Default, Affiliate thereof; (fe) shall not be responsible to any Lender Bank for the due authorization, 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 Operative 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 Operative Document by acting upon any notice, consent, certificate or other instrument or writing (which writing may be a telecopy by telecopier or electronic mailotherwise) or any telephone message believed by it to be genuine and signed or sent by the proper party or parties.

Agent’s Reliance, Etc. None of (a) Neither the Agents, Administrative Agent nor any of their affiliates or any of their respective its 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, bad faith negligence or willful misconductmisconduct as determined by a court of competent jurisdiction by final and non-appealable judgment. Without limiting the generality of the foregoing, each of the Agents Administrative Agent: (a) may treat the payee of any Note as its holder until such Note has been assigned in accordance with Section 14.6, (b) may rely on the Register to the extent set forth in Section 14.6, (ci) may consult with legal counsel (including counsel to -93- for the Company Borrower or any other Loan Party), Servicer or any of their Affiliates) and 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 Secured Party or any other Person and shall not be responsible to any Lender Secured Party or any Person for any statements, warranties or representations (whether written or oral) made by or on behalf of Revlon, the Company or any of the Company’s 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 Documents on the part of the Borrower or any Servicer or any other Loan Document, as Person or to inspect the financial condition property (including the books and records) of the Company Borrower or any Loan Party or as to the existence or possible existence of any Default or Event of Default, such Servicer; (fiv) shall not be responsible to any Lender Secured Party or any other Person 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 withCollateral, this Agreement, the other Facility Documents, any other Loan Related Document or any other instrument or document furnished pursuant hereto or thereto or for the validity, perfection, priority or enforceability of the Liens on the Collateral; 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 Monthly Report), instruction or waiver, report, statement, opinion, direction or other instrument or writing (which writing may be a telecopy or electronic maildelivered by email) or any telephone message believed by it to be genuine and believe by it to be signed or sent by the proper party or parties. The Administrative Agent shall not have any liability to the Borrower or any Lender or any other Person for the Borrower’s, any Servicer’s or any Lender’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. (b) The Administrative Agent shall not be liable for the actions or 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 Documents or any Related Documents, or their duties thereunder. The Administrative Agent shall be entitled to assume the due authority of any signatory and genuineness of any signature appearing on any instrument or document it may receive (including each Notice of Borrowing received hereunder). The Administrative Agent shall not be liable for any action taken in good faith and reasonably believed by it to be within the powers conferred upon it, or taken by it pursuant to any direction or instruction by which it is governed, or omitted to be taken by it by reason of the lack of direction or instruction required hereby for such action (including for refusing to exercise discretion or for withholding its consent in the absence of its receipt of, or resulting from a failure, delay or refusal on the part of the Required Lenders, to provide, written instruction to exercise such discretion or grant such consent from the Required Lenders) except as determined by a court of competent jurisdiction by final and non-appealable judgment that it was the result of the Administrative Agent’s willful misconduct or gross negligence. The Administrative Agent shall not be liable for any error of judgment made in good faith unless it shall be determined by a court of competent jurisdiction by final and non-appealable judgment that the Administrative Agent was grossly negligent in ascertaining the relevant facts. Nothing herein or in any Facility Documents or Related Documents shall obligate the Administrative Agent to advance, expend or risk its own funds, or to take any action which in its reasonable judgment may cause it to incur any expense or financial or other liability for which it is not adequately indemnified. The Administrative Agent shall not be liable for any indirect, -94- special, punitive or consequential damages (included but not limited to lost profits) whatsoever, even if it has been informed of the likelihood thereof and regardless of the form of action. The Administrative Agent shall not be charged with knowledge or notice of any matter unless actually known to a Responsible Officer of the Administrative Agent, or unless and to the extent written notice of such matter is received by the Administrative Agent at its address in accordance with Section 12.02. Any permissive grant of power to the Administrative Agent hereunder shall not be construed to be a duty to act. The Administrative Agent shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, entitlement order, approval or other paper or document. The Administrative Agent shall not be liable for any error of judgment, or for any act done or step taken or omitted by it, in good faith, or for any mistakes of fact or law, or for anything that it may do or refrain from doing in connection herewith except as shall be determined by a court of competent jurisdiction by final and non-appealable judgment that it was the result of its willful misconduct or grossly negligent performance or omission of its duties. (c) The Administrative Agent shall not be responsible or liable for delays or failures in performance resulting from acts beyond its control. Such acts shall include but not be limited to acts of God, strikes, lockouts, riots, acts of war, epidemics, governmental regulations imposed after the fact, fire, communication line failures, computer viruses, power failures, earthquakes or other disasters.

Agent’s Reliance, Etc. None of the Agents, (a) Neither Agent nor any of their affiliates or any of their its 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, bad faith negligence or willful misconduct. Without limiting the generality of the foregoing, each of the Agents Agent: (a) may treat the payee of any Note as its holder until such Note has been assigned in accordance with Section 14.6, (b) may rely on the Register to the extent set forth in Section 14.6, (ci) may consult with legal counsel (including including, without limitation, counsel to for the Company Borrower or the Collateral Manager or any other Loan Party), of their Affiliates) and 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 Secured Party or any other Person and shall not be responsible to any Lender Secured Party or any Person for any statements, warranties or representations (whether written or oral) made by or on behalf of Revlon, the Company or any of the Company’s 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 Documents on the part of the Borrower or the Collateral Manager or any other Loan Document, as Person or to inspect the financial condition property (including the books and records) of the Company Borrower or any Loan Party 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 any other Person 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 withCollateral, this Agreement, the other Facility Documents, any other Loan Related Document or any other instrument or document furnished pursuant hereto or thereto or for the validity, perfection, priority or enforceability of the Liens on the Collateral; 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 Certificate), instruction or waiver, report, statement, opinion, direction or other instrument or writing (which writing may be a telecopy delivered by facsimile, email, cable, telex or other electronic mailtransmission, if acceptable to it) or any telephone message reasonably believed by it to be genuine and signed or sent by the proper party or parties. No Agent shall have any liability to the Borrower or any Lender or any other Person for the Borrower’s, the Collateral Manager’s or any Lender’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. (b) No Agent shall be liable for the actions or omissions of any other Agent (including without limitation 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 Documents or any Related Documents, or their duties thereunder. Each Agent shall be entitled to assume the due authority of any signatory and genuineness of any signature appearing on any instrument or document it may receive (including, without limitation, each Notice of Borrowing received hereunder). No Agent shall be liable for any action taken in good faith and reasonably believed by it to be within the powers conferred upon it, or taken by it pursuant to any direction or instruction by which it is governed, or omitted to be taken by it by reason of the lack of direction or instruction required hereby for such action (including without limitation for refusing to exercise discretion or for withholding its consent in the absence of its receipt of, or resulting from a failure, delay or refusal on the part of the Required Lenders to provide, written instruction to exercise such discretion or grant such consent from the Required Lenders, as applicable). No Agent shall be liable for any error of judgment made in good faith unless it shall be proven by a court of competent jurisdiction that such Agent was grossly negligent in ascertaining the relevant facts. Nothing herein or in any Facility Documents or Related Documents shall obligate any Agent to advance, expend or risk its own funds, or to take any action which in its reasonable judgment may cause it to incur any expense or financial or other liability for which it is not adequately indemnified. No Agent shall be liable for any indirect, special or consequential damages (included but not limited to lost profits) whatsoever, even if it has been informed of the likelihood thereof and regardless of the form of action. No Agent shall be charged with knowledge or notice of any matter unless actually known to a Responsible Officer of such Agent, or unless and to the extent written notice of such matter is received by such Agent at its address in accordance with Section 16.02. Any electronically signed document delivered via email from a person purporting to be a Responsible Officer shall be considered signed or executed by such Responsible Officer on behalf of the applicable Person. No Agent shall have no duty to inquire into or investigate the authenticity or authorization of any such electronic signature and shall be entitled to conclusively rely on any such electronic signature without any liability with respect thereto. Any permissive grant of power to an Agent hereunder shall not be construed to be a duty to act. Neither Agent shall be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, entitlement order, approval, electronic transmission or other paper or document. Neither Agent shall be liable for any error of judgment, or for any act done or step taken or omitted by it, in good faith, or for any mistakes of fact or law, or for anything that it may do or refrain from doing in connection herewith except in the case of its willful misconduct, bad faith, reckless disregard or grossly negligent performance or omission of its duties. (c) No Agent shall be responsible or liable for delays or failures in performance resulting from acts beyond its control. Such acts shall include but not be limited to acts of God, strikes, lockouts, riots, acts of war, epidemics, governmental regulations imposed after the fact, fire, communication line failures, computer viruses, power failures, earthquakes or other disasters. (d) The delivery of reports, and other documents and information to the Collateral Agent hereunder or under any other Facility Document or Related Document is for informational purposes only and the Collateral Agent’s receipt of such documents and information shall not constitute constructive notice of any information contained therein or determinable from information contained therein. The Collateral Agent is hereby authorized and directed to execute and deliver the other Facility Documents to which it is a party. Whether or not expressly stated in such Facility Documents, in performing (or refraining from acting) thereunder, the Collateral Agent shall have all of the rights, benefits, protections and indemnities that are afforded to it in this Agreement. (e) Each Lender acknowledges that except as expressly set forth in this Agreement, the Collateral Agent has not made any representation or warranty to it, and that no act by the Collateral Agent hereafter taken, including any consent and acceptance of any assignment or review of the affairs of the Borrower, shall be deemed to constitute any representation or warranty by the Collateral Agent to any Secured Party as to any matter. Each Lender represents to the Collateral Agent that it has, independently and without reliance upon the Collateral Agent and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower, and made its own decision to enter into this Agreement and the other Facility Documents to which it is a party. Each Lender also represents that it will, independently and without reliance upon the Collateral Agent or any other Secured Party and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement and the Facility Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower and the Collateral Manager. The Collateral Agent shall not have any duty or responsibility to provide any Secured Party with any credit or other information concerning the business, prospects, operations, property, financial or other condition or creditworthiness of the Borrower or Collateral Manager which may come into the possession of the Collateral Agent. (f) The Collateral Agent shall not be under any obligation (i) to monitor, determine or verify the unavailability or cessation of LIBOR (or other applicable Benchmark), or whether or when there has occurred, or to give notice to any other transaction party of the occurrence of, any Benchmark Transition Event or Benchmark Replacement date, (ii) to select, determine or designate any alternative benchmark rate or Benchmark Replacement, or other successor or replacement benchmark rate, or whether any conditions to the designation of such a rate have been satisfied, or (iii) to select, determine or designate any benchmark replacement adjustment, or other modifier to any replacement or successor rate, or (iv) to determine whether or what Benchmark Replacement Conforming Changes are necessary or advisable, if any, in connection with any of the foregoing. The Collateral Agent shall not be liable for any inability, failure or delay on its part to perform any of its duties set forth in this Agreement as a result of the unavailability of LIBOR (or other applicable Benchmark) and absence of a designated replacement Benchmark, including as a result of any inability, delay, error or inaccuracy on the part of any other transaction party, including without limitation the Administrative Agent, in providing any direction, instruction, notice or information required or contemplated by the terms of this Agreement and reasonably required for the performance of such duties.

Agent’s Reliance, Etc. None of the Agents, (a) Neither Agent nor any of their affiliates or any of their its 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, bad faith negligence or willful misconduct. Without limiting the generality of the foregoing, each of the Agents Agent: (a) may treat the payee of any Note as its holder until such Note has been assigned in accordance with Section 14.6, (b) may rely on the Register to the extent set forth in Section 14.6, (ci) may consult with legal counsel (including including, without limitation, counsel to for the Company Borrower or the Collateral Manager or any other Loan Party), of their Affiliates) and 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 Secured Party or any other Person and shall not be responsible to any Lender Secured Party or any Person for any statements, warranties or representations (whether written or oral) made by or on behalf of Revlon, the Company or any of the Company’s 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 Documents on the part of the Borrower or the Collateral Manager or any other Loan Document, as Person or to inspect the financial condition property (including the books and records) of the Company Borrower or any Loan Party 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 any other (b) No Agent shall be liable for the due execution, legality, validity, enforceability, genuineness, sufficiency actions or value ofomissions of any other Agent (including without limitation concerning the application of funds), or under any duty to monitor or investigate compliance on the attachment, perfection or priority part of any Lien created other Agent with the terms or purported to be created under or in connection with, requirements of this Agreement, any other Loan Document Facility Documents or any other Related Documents, or their duties thereunder. Each Agent shall be entitled to assume the due authority of any signatory and genuineness of any signature appearing on any instrument or document furnished pursuant hereto or thereto it may receive (including, without limitation, each Notice of Borrowing received hereunder). No Agent shall be liable for any action taken in good faith 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 reasonably believed by it to be genuine within the powers conferred upon it, or taken by it pursuant to any direction or instruction by which it is governed, or omitted to be taken by it by reason of the lack of direction or instruction required hereby for such action (including without limitation for refusing to exercise discretion or for withholding its consent in the absence of its receipt of, or resulting from a failure, delay or refusal on the part of the Required Lenders to provide, written instruction to exercise such discretion or grant such consent from the Required Lenders, as applicable). No Agent shall be liable for any error of judgment made in good faith unless it shall be proven by a court of competent jurisdiction that such Agent was grossly negligent in ascertaining the relevant facts. Nothing herein or in any Facility Documents or Related Documents shall obligate any Agent to advance, expend or risk its own funds, or to take any action which in its reasonable judgment may cause it to incur any expense or financial or other liability for which it is not adequately indemnified. No Agent shall be liable for any indirect, special or consequential damages (included but not limited to lost profits) whatsoever, even if it has been informed of the likelihood thereof and regardless of the form of action. No Agent shall be charged with knowledge or notice of any matter unless actually known to a Responsible Officer of such Agent, or unless and to the extent written notice of such matter is received by such Agent at its address in accordance with Section 16. 02. Any electronically signed document delivered via email from a person purporting to be a Responsible Officer shall be considered signed or sent executed by such Responsible Officer on behalf of the proper party applicable Person. No Agent shall have no duty to inquire into or parties.investigate the authenticity or authorization of any such electronic signature and shall be entitled to conclusively rely on any such electronic signature without any liability with respect thereto. Any permissive grant of power to an Agent hereunder shall not be construed to be a duty to act. Neither Agent shall be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, entitlement order, approval, electronic transmission or other paper or document. Neither Agent

Agent’s Reliance, Etc. None of Neither the Agents, Agent nor any of their affiliates or any of their respective its directors, officers, agents agents, employees or employees Affiliates shall be liable to the Supplemental Guarantor for any action taken or omitted to be taken by itit or by such directors, himofficers, her agents, employees or them Affiliates under or in connection with this Supplemental Guarantee, the Loan Agreement or the any other Loan Documentsinstrument or document furnished pursuant thereto, except for its, his, her or their its own gross negligence, bad faith negligence or willful misconductmisconduct (as actually and finally determined by a court of competent jurisdiction) and only to the extent of any direct (as opposed to special, indirect, consequential or punitive) damages. Without limiting the generality of the foregoing, each of the Agents Agent: (a) may treat the payee of any Note as its holder until such Note has been assigned in accordance with Section 14.6, (b) may rely on the Register to the extent set forth in Section 14.6, (ci) may consult with legal counsel (including counsel to the Company or any other Loan Party)counsel, independent public accountants and other experts selected by it and shall not be liable to the Supplemental Guarantor 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 and shall not be responsible to any Lender for any statements, warranties or representations made by or on behalf of Revlon, the Company or any of the Company’s Subsidiaries in or in connection with this Agreement or any other Loan Document, (eii) 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 the Loan Agreement or any other Loan Document, as to instrument or document furnished pursuant thereto on the financial condition part of the Company Borrower or to inspect the property (including the books and records) of the Borrower or any Loan Party or as to the existence or possible existence of any Default or Event of Defaultits Subsidiaries, (fiii) shall not be responsible to any Lender the Supplemental Guarantor for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or 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 Agreement or any other instrument or document furnished pursuant hereto or thereto thereto, and (giv) shall incur no liability under or in respect of to this Agreement or any other Loan Document Supplemental Guarantee by acting upon any notice, consent, certificate or other instrument or writing (which writing may be a telecopy by telegram, facsimile transmission, cable or electronic mailtelex) or any telephone message believed by it to be genuine and signed or sent by the proper party or parties. The Supplemental Guarantor agrees that the Tranche B Lender may, in its sole discretion, without prior notice to the Supplemental Guarantor, agree to the modification, amendment or waiver of any of the terms of any of the Loan Documents. The immediately preceding sentence shall not be construed to limit any of the Supplemental Guarantor's rights under Section 10.1(a) of the Loan Agreement.

Agent’s Reliance, Etc. None of Neither the Agents, Agent nor any of their affiliates or any of their respective its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it, him, her it or them the Agent under or in connection with this Agreement (including, without limitation, the servicing, administering or collecting the other Loan DocumentsReceivables as Servicer pursuant to Section 6.4), except for its, his, her its or their own gross negligence, bad faith negligence or willful misconductmisconduct or fraud. Without limiting the generality of the foregoing, each of the Agents Agent: (a) may treat the payee of any Note as its holder until such Note has been assigned in accordance with Section 14.6, (b) may rely on the Register to the extent set forth in Section 14.6, (c) may consult with legal counsel (including counsel to for HSB, SPS, the Company Servicer or any other Loan Partythe Limited Guarantor), 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, ; (db) makes no warranty or representation to the Company or any Lender other holder of any interest in the Transferred Property and shall not be responsible to the Company or any Lender such other holder for any statements, warranties or representations made by or on behalf of Revlon, the Company or any of the Company’s Subsidiaries in or in connection with this Agreement or any other Loan Document, Agreement; (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 conditions of this Agreement on the part of HSB, the Servicer or any other Loan Documentthe Limited Guarantor or to inspect the property (including the books and records) of HSB, as to SPS, the financial condition of Servicer or the Company or any Loan Party or as to the existence or possible existence of any Default or Event of Default, Limited Guarantor; (fd) shall not be responsible to the Company or any Lender other holder of any interest in the Transferred Property 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 any other instrument or document furnished pursuant hereto or thereto Xxxxxx Certificate; and (ge) shall incur no liability under or in respect of this Agreement or any other Loan Document by acting upon any noticenotice (including notice by telephone), consent, certificate or other instrument or writing (which writing may be a telecopy by facsimile or electronic mailtelex) or any telephone message reasonably believed by it to be genuine and signed or sent by the proper party or parties.