Common use of Reliance, Etc Clause in Contracts

Reliance, Etc. Neither the Agent, the Issuing Bank, nor any of their respective Related Parties (for the purposes of this Section 7.2, collectively, the "Indemnified Parties") shall be liable for any action taken or omitted to be taken by any Indemnified Party under or in connection with this Agreement or the other Credit Documents, INCLUDING ANY INDEMNIFIED PARTY'S OWN NEGLIGENCE, except for any Indemnified Party's gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Agent and the Issuing Bank: (a) may treat the payee of any Note as the holder thereof until the Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Agent; (b) may consult with legal counsel (including counsel for the Borrower), independent public accountants, and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants, or experts; (c) makes no warranty or representation to any Bank and shall not be responsible to any Bank for any statements, warranties, or representations made in or in connection with this Agreement or the other Credit Documents; (d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants, or conditions of this Agreement or any other Credit Document on the part of the Credit Parties or to inspect the property (including the books and records) of the Credit Parties; (e) shall not be responsible to any Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency, or value of this Agreement or any other Credit Document; and (f) shall incur no liability under or in respect of this Agreement or any other Credit Document by acting upon any notice, consent, certificate, or other instrument or writing (which may be by telecopier or telex) reasonably believed by it to be genuine and signed or sent by the proper party or parties.

Reliance, Etc. Neither the Agent, the Issuing Bank, Joint Lead Arrangers nor any Agent nor any of their respective Related Parties (for the purposes of this Section 7.2directors, collectivelyofficers, the "Indemnified Parties") agents or employees shall be liable for any action taken or omitted to be taken by any Indemnified Party it or them under or in connection with this Agreement or the other Credit Loan Documents, INCLUDING ANY INDEMNIFIED PARTY'S OWN NEGLIGENCE, except for any Indemnified Party's its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Agent Joint Lead Arrangers and the Issuing Bankeach Agent: (a) may treat the payee of any Note as the holder thereof until until, in the case of the Paying Agent, the Paying Agent receives written and accepts an Assignment and Assumption entered into by the Lender that is the payee of such Note, as assignor, and an Eligible Assignee, as assignee, or, in the case of any other Agent or the Joint Lead Arrangers, such Agent or the Joint Lead Arrangers has received notice of from the assignment or transfer thereof signed by Paying Agent that it has received and accepted such payee Assignment and Assumption, in form satisfactory to the Agenteach case as provided in Section 8.07; (b) may consult with legal counsel (including counsel for the Borrowerany Loan Party), independent public accountants, accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants, accountants or experts; (c) makes no warranty or representation to any Bank Lender Party and shall not be responsible to any Bank Lender Party for any statements, warranties, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Credit Loan Documents; (d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants, covenants or conditions of this Agreement or any other Credit Loan Document on the part of the Credit Parties any Loan Party or to inspect the property (including the books and records) of the Credit Partiesany Loan Party; (e) shall not be responsible to any Bank Lender Party for the due execution, legality, validity, enforceability, genuineness, sufficiencysufficiency or value of, or value the perfection or priority of this Agreement any lien or security interest created or purported to be created under or in connection with, any Loan Document or any other Credit Documentinstrument or document furnished pursuant thereto; and (f) shall incur no liability under or in respect of this Agreement or any other Credit Loan Document by acting upon any notice, consent, certificate, certificate or other instrument or writing (which may be by telecopier telegram or telexfacsimile) reasonably believed by it to be genuine and signed or sent by the proper party or parties.

Reliance, Etc. Neither (a) None of the Agent, the Issuing Bank, Agents nor any of their respective Related Parties (for the purposes of this Section 7.2directors, collectivelyofficers, the "Indemnified Parties") agents or employees shall be liable for any action taken or omitted to be taken by any Indemnified Party it or them under or in connection with this Agreement or the other Credit Loan Documents, INCLUDING ANY INDEMNIFIED PARTY'S OWN NEGLIGENCE, except for any Indemnified Party's its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Agent and the Issuing BankAdministrative Agent: (ai) may treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice and accepts an Assignment and Acceptance entered into by the Lender which is the payee of the assignment or transfer thereof signed by such payee Note, as assignor, and an Eligible Assignee, as assignee, as provided in form satisfactory to the AgentSection 9.07; (bii) may consult with legal counsel (including counsel for the any 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, accountants or experts; (ciii) makes no warranty or representation to any Bank Lender and shall not be responsible to any Bank Lender for any statements, warranties, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Credit DocumentsAgreement; (div) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants, covenants or conditions of this Agreement or any other Credit Document on the part of the Credit Parties any Borrower or to inspect the property (including the books and records) of the Credit Partiesany Borrower; (ev) shall not be responsible to any Bank Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of this Agreement or any other Credit Documentinstrument or document furnished pursuant hereto; and (fvi) shall incur no liability under or in respect of this Agreement or any other Credit Document by acting upon any notice, consent, certificate, certificate or other instrument or writing (which may be by telecopier telecopier, telegram, cable or telex) reasonably believed by it to be genuine and signed or sent by the proper party or parties.

Reliance, Etc. Neither the Agent, the Issuing Bank, nor any of their respective Related Parties (for the purposes of this Section 7.2, collectively, the "Indemnified Parties") The Agent shall be liable for any action taken or omitted entitled to be taken by any Indemnified Party under or in connection with this Agreement or the other Credit Documents, INCLUDING ANY INDEMNIFIED PARTY'S OWN NEGLIGENCE, except for any Indemnified Party's gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Agent and the Issuing Bank: (a) may treat the payee of any Note as the holder thereof until the Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Agent; (b) may consult with legal counsel (including counsel for the Borrower), independent public accountantsrely, and other experts selected by it and shall not be liable for any action taken or omitted to be taken fully protected in good faith by it in accordance with the advice of such counselrelying, accountants, or experts; (c) makes no warranty or representation to any Bank and shall not be responsible to any Bank for any statements, warranties, or representations made in or in connection with this Agreement or the other Credit Documents; (d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants, or conditions of this Agreement or any other Credit Document on the part of the Credit Parties or to inspect the property (including the books and records) of the Credit Parties; (e) shall not be responsible to any Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency, or value of this Agreement or any other Credit Document; and (f) shall incur no liability under or in respect of this Agreement or any other Credit Document by acting upon any writing, resolution, notice, consent, certificate, affidavit, letter, telegram, facsimile, telex, electronic mail or telephone message, statement or other instrument or writing (which may be by telecopier or telex) reasonably document believed by it to be genuine and signed correct and to have been signed, sent or sent made by the proper party Person or partiesPersons, and upon advice and statements of legal counsel (including counsel to any Loan Party), independent accountants and other experts selected by the Agent. The Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document (a) unless it shall first receive such advice or concurrence of Required Lenders (or all Lenders, or such other Lenders, if expressly required hereunder) as it deems appropriate and, if it so requests, confirmation from Lenders of their obligation to indemnify the Agent against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action, (b) if such action would, in the opinion of Agent, be contrary to Applicable Law or the terms of this Agreement or any other Loan Document, (c) if such action would, in the opinion of Agent, expose Agent to liability, or (d) if Agent shall not first be indemnified to its satisfaction against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document in accordance with a request or consent of Required Lenders (or all Lenders, or such other Lenders, if expressly required hereunder) and such request and any action taken or failure to act pursuant thereto shall be binding upon each Lender. Without limiting the foregoing, no Lender shall have any right of action whatsoever against Agent as a result of Agent’s acting or refraining from acting hereunder or under any other Loan Document in accordance with the instructions of Required Lenders (or all Lenders, or such other Lenders, if expressly required hereunder).

Reliance, Etc. Neither None of the Agent, the Issuing Bankits Affiliates and their directors, nor any of their respective Related Parties (for the purposes of this Section 7.2officers, collectively, the "Indemnified Parties") agents or employees shall be liable for any action taken or omitted to be taken by any Indemnified Party it or them under or in connection with this Agreement or the other Credit Documents, (INCLUDING ANY INDEMNIFIED PARTY'S OWN ACT OR OMISSION CONSTITUTING ORDINARY NEGLIGENCE, WHETHER SOLE OR CONTRIBUTORY, ON BEHALF OF SUCH PERSON), except for any Indemnified Party's its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Agent and the Issuing BankAgent: (a) may treat the payee of any Note as the holder thereof until the Agent receives written notice and accepts an Assignment and Acceptance entered into by the Bank which is the payee of the assignment or transfer thereof signed by such payee Note, as assignor, and an Eligible Assignee, as assignee, as provided in form satisfactory to the AgentSECTION 9.02; (b) may consult with legal counsel (including counsel for 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, accountants or experts; (c) makes no warranty or representation to any Bank and shall not be responsible to any Bank for any statements, warranties, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Credit Loan Documents; (d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants, covenants or conditions of this Agreement or any the other Credit Document Loan Documents on the part of the Credit Parties Borrower or any other Person or to inspect the property (including the books and records) of the Credit PartiesBorrower or any other Person; (e) shall not be responsible to any Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of this Agreement any Loan Document, any collateral provided for therein, or any other Credit Documentinstrument or document furnished pursuant thereto; and (f) shall incur no liability under or in respect of this Agreement or any other Credit Document by acting upon any notice, consent, certificate, certificate or other instrument or writing (which may be by telecopier telecopier, telegram, cable or telex) reasonably believed by it to be genuine and signed or sent by the proper party or parties. None of the Agent, its Affiliates and their directors, officers, employees or agents shall have any responsibility to the Borrower on account of the failure or delay in performance or breach by any Bank of any of its obligations hereunder or to any Bank on account of the failure of or delay in performance or breach by any other Bank or the Borrower of any of its obligations hereunder or in connection herewith.

Reliance, Etc. Neither the Agent, the Issuing Bank, Lead Arranger nor any Agent nor any of their respective Related Parties (for the purposes of this Section 7.2directors, collectivelyofficers, the "Indemnified Parties") agents or employees shall be liable for any action taken or omitted to be taken by any Indemnified Party it or them under or in connection with this Agreement or the other Credit Loan Documents, INCLUDING ANY INDEMNIFIED PARTY'S OWN NEGLIGENCE, except for any Indemnified Party's its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Agent Lead Arranger and the Issuing Bankeach Agent: (a) may treat the payee of any Note as the holder thereof until until, in the case of the Administrative Agent, the Administrative Agent receives written and accepts an Assignment and Acceptance entered into by the Lender that is the payee of such Note, as assignor, and an Eligible Assignee, as assignee, or, in the case of any other Agent or the Lead Arranger, such Agent or the Lead Arranger has received notice of from the assignment or transfer thereof signed by Administrative Agent that it has received and accepted such payee Assignment and Acceptance, in form satisfactory to the Agenteach case as provided in Section 8.07; (b) may consult with legal counsel (including counsel for the Borrowerany Loan Party), independent public accountants, accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants, accountants or experts; (c) makes no warranty or representation to any Bank Lender Party and shall not be responsible to any Bank Lender Party for any statements, warranties, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Credit Loan Documents; (d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants, covenants or conditions of this Agreement or any other Credit Loan Document on the part of the Credit Parties any Loan Party or to inspect the property (including the books and records) of the Credit Partiesany Loan Party; (e) shall not be responsible to any Bank Lender Party for the due execution, legality, validity, enforceability, genuineness, sufficiencysufficiency or value of, or value the perfection or priority of this Agreement any lien or security interest created or purported to be created under or in connection with, any Loan Document or any other Credit Documentinstrument or document furnished pursuant thereto; and (f) shall incur no liability under or in respect of this Agreement or any other Credit Loan Document by acting upon any notice, consent, certificate, certificate or other instrument or writing (which may be by telecopier telegram, telecopy or telex) reasonably believed by it to be genuine and signed or sent by the proper party or parties.

Reliance, Etc. Neither (a) None of the Agent, the Issuing Bank, Agents nor any of their respective Related Parties (for the purposes of this Section 7.2directors, collectivelyofficers, the "Indemnified Parties") agents or employees shall be liable for any action taken or omitted to be taken by any Indemnified Party it or them under or in connection with this Agreement or the other Credit Loan Documents, INCLUDING ANY INDEMNIFIED PARTY'S OWN NEGLIGENCE, except for any Indemnified Party's its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Agent and the Issuing BankAdministrative Agent: (ai) may treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice and accepts an Assignment and Acceptance entered into by the Lender which is the payee of the assignment or transfer thereof signed by such payee Note, as assignor, and an Eligible Assignee, as assignee, as provided in form satisfactory to the AgentSection 9.07; (bii) may consult with legal counsel (including counsel for the any 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, accountants or experts; (ciii) makes no warranty or representation to any Lender or Issuing Bank and shall not be responsible to any Lender or Issuing Bank for any statements, warranties, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Credit DocumentsAgreement; (div) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants, covenants or conditions of this Agreement or any other Credit Document on the part of the Credit Parties any Borrower or to inspect the property (including the books and records) of the Credit Partiesany Borrower; (ev) shall not be responsible to any Bank Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of this Agreement or any other Credit Documentinstrument or document furnished pursuant hereto; and (fvi) shall be entitled to rely upon, and shall incur no liability under or in respect of this Agreement or any other Credit Document by acting upon upon, any notice, request, consent, certificate, statement or other instrument instrument, document or writing (which may be by telecopier telecopier/fax, telegram, cable or telex, any other electronic message, Internet or intranet website posting or other distribution) reasonably believed by it to be genuine and signed or sent by the proper party or parties.

Reliance, Etc. Neither (a) None of the Agent, the Issuing Bank, nor Agents or any of their respective Related Parties (for the purposes of this Section 7.2directors, collectivelyofficers, the "Indemnified Parties") agents or employees shall be liable for any action taken or omitted to be taken by any Indemnified Party it or them under or in connection with this Agreement or the other Credit Loan Documents, INCLUDING ANY INDEMNIFIED PARTY'S OWN NEGLIGENCE, except for any Indemnified Party's its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Agent and the Issuing BankAdministrative Agent: (ai) may treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice and accepts an Assignment and Acceptance entered into by the Lender which is the payee of the assignment or transfer thereof signed by such payee Note, as assignor, and an Eligible Assignee, as assignee, as provided in form satisfactory to the AgentSection 9.07; (bii) may consult with legal counsel (including counsel for the any 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, accountants or experts; (ciii) makes no warranty or representation to any Bank Lender and shall not be responsible to any Bank Lender for any statements, warranties, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Credit DocumentsAgreement; (div) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants, covenants or conditions of this Agreement or any other Credit Document on the part of the Credit Parties any Borrower or to inspect the property (including the books and records) of the Credit Partiesany Borrower; (ev) shall not be responsible to any Bank Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of this Agreement or any other Credit Documentinstrument or document furnished pursuant hereto; and (fvi) shall incur no liability under or in respect of this Agreement or any other Credit Document by acting upon any notice, consent, certificate, certificate or other instrument or writing (which may be by telecopier telecopier, telegram, cable or telex) reasonably believed by it to be genuine and signed or sent by the proper party or parties.

Reliance, Etc. Neither the Agent, Agent nor the Issuing Bank, Collateral Agent nor any of their respective Related Parties (for the purposes of this Section 7.2Affiliates, collectivelydirectors, the "Indemnified Parties") officers, agents or employees shall be liable to any Lender, the Loan Administrator or the Board for any action taken or omitted to be taken by any Indemnified Party it or by such directors, officers, agents or employees under or in connection with this Agreement Agreement, the Notes or the any other Credit Documents, INCLUDING ANY INDEMNIFIED PARTY'S OWN NEGLIGENCELoan Document, except for any Indemnified Party's its or their own gross negligence or willful misconductmisconduct as actually and finally determined by a final, non-appealable judgment of a court of competent jurisdiction and only to the extent of direct (as opposed to special, indirect, consequential or punitive) damages. Without limitation of the generality of the foregoing, each of the Agent and the Issuing BankCollateral Agent: (a) may treat the payee of any Note as the holder thereof until the Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Agent; (bi) may consult with legal counsel (including counsel for the Borrower)counsel, independent public accountants, accountants and other experts selected by it and shall not be liable to any Lender, the Loan Administrator or the Board for any action taken or omitted to be taken in good faith by it in accordance with the advice of such experts; (ii) makes no warranty or representation to any Lender, the Loan Administrator or, except, with respect to the Agent as expressly provided in the Board Guaranty, the Board, and shall not be responsible to any Lender, the Loan Administrator or, except, with respect to the Agent as expressly provided in the Board Guaranty, the Board, for any statements, warranties or representations (whether oral or written) made in or in connection with this Agreement, the Notes or any other Loan Document; (iii) shall not have any duty, and shall incur no liability for its failure, to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement, the Notes or any other Loan Document on the part of any Obligor or to inspect the property (including the books and records) of any Obligor; (iv) shall not be responsible to any Lender, the Loan Administrator or the Board for any recitals, statements, representations or warranties in this Agreement, the Notes or any other Loan Document, or any other instrument or document furnished pursuant thereto, or for the validity, perfection, priority or enforceability of the liens or security interests in any of the Collateral created or intended to be created by any Loan Document, or for the validity or sufficiency of the Collateral or any Loan Document, or for insuring the Collateral or for any payment of taxes, charges, assessments, or liens upon the Collateral or otherwise as to the maintenance of the Collateral, for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, the Notes or any other Loan Document, or any other instrument or document furnished pursuant thereto; (v) shall incur no liability under or in respect to this Agreement, the Notes or any other Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telegram, facsimile transmission, cable or telex) believed by it to be genuine and signed or sent by the proper party or parties; and (vi) may deem and treat each Lender which makes a loan hereunder as the holder of the indebtedness resulting therefrom for all purposes hereof until the Agent receives and accepts an Assignment and Acceptance entered into by such Lender, as assignor, and an eligible assignee as provided in Section 9.2. The Collateral Agent shall be under no obligation or duty to take any action under this Agreement or any other Loan Document or otherwise if taking such action (i) would subject the Collateral Agent to a tax in any jurisdiction where it is not then subject to a tax or (ii) would require the Collateral Agent to qualify to do business in any jurisdiction where it is not then so qualified, unless in each such case the Collateral Agent shall receive security, or indemnity satisfactory to it against such tax and any liability resulting from such qualification, in each case as results from the taking of such action under this Agreement or any other Loan Document. The Collateral Agent may execute any of the trusts or powers hereof and perform any duty hereunder, or under any other Loan Document, either directly or by or through agents or attorneys-in-fact. The Collateral Agent shall be entitled to the advice of counsel concerning all matters pertaining to such trusts, powers and duties and shall not be liable to any Lender, the Loan Administrator or the Board for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants, or experts; (c) makes no warranty or representation to any Bank and . The Collateral Agent shall not be responsible for the negligence or misconduct of any agents or attorneys-in-fact selected by it without gross negligence or willful misconduct. The Collateral Agent shall not be liable for interest on any money or assets received by it except as the Collateral Agent may agree in writing. Assets held by the Collateral Agent pursuant to this Agreement or any Bank for Collateral Document need not be segregated from other assets except to the extent expressly required hereunder or thereunder or required by law. Notwithstanding anything to the contrary in this Agreement or any statementsother Loan Document, warranties(i) if any provision of this Agreement or any other Loan Document provides that the Collateral Agent shall act at the direction of the Agent, the Collateral Agent shall be fully protected in, and shall have no liability for, taking any action pursuant to such direction, and (ii) if the Collateral Agent shall request instructions from the Controlling Creditor with respect any act or representations made in or action (including the failure to act) in connection with this Agreement or any other Loan Document, the other Credit Documents; (d) Collateral Agent shall be entitled to refrain from such act or taking such action unless and until the Collateral Agent shall have received written instructions from the Controlling Creditor and the Collateral Agent shall not have incur any duty liability to ascertain or to inquire as to any Person by reason of so refraining and shall be fully protected in following any such written instructions. Whenever in the performance or observance of any of the terms, covenants, or conditions administration of this Agreement or any other Credit Document on Collateral Document, the part Collateral Agent shall deem it necessary or desirable that a factual matter be proved or established in connection with the Collateral Agent taking, suffering or omitting any action hereunder or thereunder, such matter (unless other evidence in respect thereof is specifically prescribed) may be deemed to be conclusively proved and established by a certificate of a Responsible Officer of the Credit Parties Borrower (with a copy to the Agent), the Agent or the Controlling Creditor delivered to inspect the property (including Collateral Agent, and such certificate shall be full warrant to the books Collateral Agent for any action taken, suffered or omitted in reliance thereon and records) of the Credit Parties; (e) Collateral Agent shall not be responsible to any Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency, or value of this Agreement or any other Credit Document; fully protected in connection therewith and (f) shall incur have no liability under or in respect of this Agreement or any other Credit Document by acting upon any notice, consent, certificate, or other instrument or writing (which may be by telecopier or telex) reasonably believed by it to be genuine and signed or sent by the proper party or partiestherefor.

Reliance, Etc. Neither the Agent, Agent nor the Issuing Bank, Collateral Agent nor any of their respective Related Parties (for the purposes of this Section 7.2Affiliates, collectivelydirectors, the "Indemnified Parties") officers, agents or employees shall be liable to any Lender, the Loan Administrator or the Board for any action taken or omitted to be taken by any Indemnified Party it or by such directors, officers, agents or employees under or in connection with this Agreement Agreement, the Notes or the any other Credit Documents, INCLUDING ANY INDEMNIFIED PARTY'S OWN NEGLIGENCELoan Document, except for any Indemnified Party's its or their own gross negligence or willful misconductmisconduct as actually and finally determined by a final, non-appealable judgment of a court of competent jurisdiction and only to the extent of direct (as opposed to special, indirect, consequential or punitive) damages. Without limitation of the generality of the foregoing, each of the Agent and the Issuing BankCollateral Agent: (a) may treat the payee of any Note as the holder thereof until the Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Agent; (bi) may consult with legal counsel (including counsel for the Borrower)counsel, independent public accountants, accountants and other experts selected by it and shall not be liable to any Lender, the Loan Administrator or the Board for any action taken or omitted to be taken in good faith by it in accordance with the advice of such experts; (ii) makes no warranty or representation to any Lender, the Loan Administrator or, except, with respect to the Agent as expressly provided in the Board Guaranty, the Board, and shall not be responsible to any Lender, the Loan Administrator or, except, with respect to the Agent as expressly provided in the Board Guaranty, the Board, for any statements, warranties or representations (whether oral or written) made in or in connection with this Agreement, the Notes or any other Loan Document; (iii) shall not have any duty, and shall incur no liability for its failure, to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement, the Notes or any other Loan Document on the part of any Obligor or to inspect the property (including the books and records) of any Obligor; (iv) shall not be responsible to any Lender, the Loan Administrator or the Board for any recitals, statements, representations or warranties in this Agreement, the Notes or any other Loan Document, or any other instrument or document furnished pursuant thereto, or for the validity, perfection, priority or enforceability of the liens or security interests in any of the Collateral created or intended to be created by any Loan Document, or for the validity or sufficiency of the Collateral or any Loan Document, or for insuring the Collateral or for any payment of taxes, charges, assessments, or liens upon the Collateral or otherwise as to the maintenance of the Collateral, for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, the Notes or any other Loan Document, or any other instrument or document furnished pursuant thereto; (v) shall incur no liability under or in respect to this Agreement, the Notes or any other Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telegram, facsimile transmission, cable or telex) believed by it to be genuine and signed or sent by the proper party or parties; and (vi) may deem and treat each Lender which makes a loan hereunder as the holder of the indebtedness resulting therefrom for all purposes hereof until the Agent receives and accepts an Assignment and Acceptance entered into by such Lender, as assignor, and an eligible assignee as provided in Section 9.2. The Collateral Agent shall be under no obligation or duty to take any action under this Agreement or any other Loan Document or otherwise if taking such action (i) would subject the Collateral Agent to a tax in any jurisdiction where it is not then subject to a tax or (ii) would require the Collateral Agent to qualify to do business in any jurisdiction where it is not then so qualified, unless in each such case the Collateral Agent shall receive security, or indemnity satisfactory to it against such tax and any liability resulting from such qualification, in each case as results from the taking of such action under this Agreement or any other Loan Document. The Collateral Agent may execute any of the trusts or powers hereof and perform any duty hereunder, or under any other Loan Document, either directly or by or through agents or attorneys-in-fact. The Collateral Agent shall be entitled to the advice of counsel concerning all matters pertaining to such trusts, powers and duties and shall not be liable to any Lender, the Loan Administrator or the Board for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants, or experts; (c) makes no warranty or representation to any Bank and . The Collateral Agent shall not be responsible for the negligence or misconduct of any agents or attorneys-in-fact selected by it without gross negligence or willful misconduct. The Collateral Agent shall not be liable for interest on any money or assets received by it except as the Collateral Agent may agree in writing. Assets held by the Collateral Agent pursuant to this Agreement or any Bank for Collateral Document need not be segregated from other assets except to the extent expressly required hereunder or thereunder or required by law. Notwithstanding anything to the contrary in this Agreement or any statementsother Loan Document, warranties(i) if any provision of this Agreement or any other Loan Document provides that the Collateral Agent shall act at the direction of the Agent, the Collateral Agent shall be fully protected in, and shall have no liability for, taking any action pursuant to such direction, and (ii) if the Collateral Agent shall request instructions from the Controlling Creditor with respect any act or representations made in or action (including the failure to act) in connection with this Agreement or any other Loan Document, the other Credit Documents; (d) Collateral Agent shall be entitled to refrain from such act or taking such action unless and until the Collateral Agent shall have received written instructions from the Controlling Creditor and the Collateral Agent shall not have incur any duty liability to ascertain or to inquire as to any Person by reason of so refraining and shall be fully protected in following any such written instructions. Whenever in the performance or observance of any of the terms, covenants, or conditions administration of this Agreement or any other Credit Document on Collateral Document, the part Collateral Agent shall deem it necessary or desirable that a factual matter be proved or established in connection with the Collateral Agent taking, suffering or omitting any action hereunder or thereunder, such matter (unless other evidence in respect thereof is specifically prescribed) may be deemed to be conclusively proved and established by a certificate of a Responsible Officer of the Credit Parties Controlling Creditor delivered to the Collateral Agent, and such certificate shall be full warrant to the Collateral Agent for any action taken, suffered or to inspect omitted in reliance thereon and the property (including the books Collateral Agent shall be fully protected in connection therewith and records) of the Credit Parties; (e) shall not be responsible to any Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency, or value of this Agreement or any other Credit Document; and (f) shall incur have no liability under or in respect of this Agreement or any other Credit Document by acting upon any notice, consent, certificate, or other instrument or writing (which may be by telecopier or telex) reasonably believed by it to be genuine and signed or sent by the proper party or partiestherefor.

Reliance, Etc. Neither the Agent, the Issuing Bank, Joint Lead Arrangers nor any Agent nor any of their respective Related Parties (for the purposes of this Section 7.2directors, collectivelyofficers, the "Indemnified Parties") agents or employees shall be liable for any action taken or omitted to be taken by any Indemnified Party it or them under or in connection with this Agreement or the other Credit Loan Documents, INCLUDING ANY INDEMNIFIED PARTY'S OWN NEGLIGENCE, except for any Indemnified Party's its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Agent Joint Lead Arrangers and the Issuing Bankeach Agent: (a) may treat the payee of any Note as the holder thereof until until, in the case of the Paying Agent, the Paying Agent receives written and accepts an Assignment and Assumption entered into by the Lender that is the payee of such Note, as assignor, and an Eligible Assignee, as assignee, or, in the case of any other Agent or the Joint Lead Arrangers, such Agent or the Joint Lead Arrangers has received notice of from the assignment or transfer thereof signed by Paying Agent that it has received and accepted such payee Assignment and Assumption, in form satisfactory to the Agenteach case as provided in Section 8.07; (b) may consult with legal counsel (including counsel for the Borrowerany Loan Party), independent public accountants, accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants, accountants or experts; (c) makes no warranty or representation to any Bank Lender Party and shall not be responsible to any Bank Lender Party for any statements, warranties, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Credit Loan Documents; (d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants, covenants or conditions of this Agreement or any other Credit Loan Document on the part of the Credit Parties any Loan Party or to inspect the property (including the books and records) of the Credit Partiesany Loan Party; (e) shall not be responsible to any Bank Lender Party for the due execution, legality, validity, enforceability, genuineness, sufficiencysufficiency or value of, or value the perfection or priority of this Agreement any lien or security interest created or purported to be created under or in connection with, any Loan Document or any other Credit Documentinstrument or document furnished pursuant thereto; and (f) shall incur no liability under or in respect of this Agreement or any other Credit Loan Document by acting upon any notice, consent, certificate, certificate or other instrument or writing (which may be by telecopier telegram, telecopy or telex) reasonably believed by it to be genuine and signed or sent by the proper party or parties.

Reliance, Etc. Neither the Agent, the Issuing Bank, Administrative Agent nor any of their respective Related Parties (for the purposes of this Section 7.2its directors, collectivelyofficers, the "Indemnified Parties") agents or employees shall be liable for any action taken or omitted to be taken by any Indemnified Party it or them under or in connection with this Agreement or the other Credit Financing Documents, INCLUDING ANY INDEMNIFIED PARTY'S OWN NEGLIGENCE, except for any Indemnified Party's its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Agent and the Issuing Bank: (a) the Administrative Agent may treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice and accepts an Assignment and Acceptance entered into by the Lender Party that is the payee of the assignment or transfer thereof signed by such payee Note, as assignor, and an Eligible Assignee, as assignee, as provided in form satisfactory to the AgentSection 8.07; (b) the Administrative Agent may consult with legal counsel (including counsel for the Borrower), independent public accountants, accountants and other experts selected in good faith by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants, accountants or experts; (c) the Administrative Agent makes no warranty or representation to any Bank Lender Party and shall not be responsible to any Bank Lender Party for any statements, warranties, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Credit Financing Documents; (d) the Administrative Agent shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants, covenants or conditions of this Agreement or any other Credit Financing Document on the part of the Credit Parties Borrower or to inspect the property (including the books and records) of the Credit PartiesBorrower (except to confirm receipt of items expressly required to be delivered to the Administrative Agent in Article III); (e) the Administrative Agent shall not be responsible to any Bank Lender Party for the due execution, legality, validity, enforceability, genuineness, sufficiencysufficiency or value of, or value the perfection or priority of this Agreement any lien or security interest created or purported to be created under or in connection with, any Financing Document or any other Credit Documentinstrument or document furnished pursuant thereto; and (f) the Administrative Agent shall incur no liability under or in respect of this Agreement or any other Credit Financing Document by acting upon any notice, consent, certificate, certificate or other instrument or writing (which may be by telecopier telegram, telecopy or telex) reasonably believed by it to be genuine and signed or sent by the proper party or parties.

Reliance, Etc. Neither the Agent, the Issuing Bank, nor any of their respective Related Parties (for the purposes of this Section 7.2, collectively, the "Indemnified Parties") shall be liable for any action taken or omitted to be taken by any Indemnified Party under or in connection with this Agreement or the other Credit Loan Documents, INCLUDING ANY INDEMNIFIED PARTY'S OWN NEGLIGENCE, except for any Indemnified Party's gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Agent and the Issuing Bank: (a) may treat the payee of any Revolving Note as the holder thereof until the Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Agent; (b) may consult with legal counsel (including counsel for the Borrower), independent public accountants, and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants, or experts; (c) makes make no warranty or representation to any Bank and shall not be responsible to any Bank for any statements, warranties, or representations made in or in connection with this Agreement or the other Credit Loan Documents; (d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants, or conditions of this Agreement or any other Credit Loan Document on the part of the Credit Parties or to inspect the property (including the books and records) of the Credit Parties; (e) shall not be responsible to any Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency, or value of this Agreement or any other Credit Loan Document; and (f) shall incur no liability under or in respect of this Agreement or any other Credit Loan Document by acting upon any notice, consent, certificate, or other instrument or writing (which may be by telecopier or telex) reasonably believed by it to be genuine and signed or sent by the proper party or parties.

Reliance, Etc. Neither None of the Operating Agent, the Issuing Bank, any Affiliate ------------- thereof nor any of their respective Related Parties (for the purposes of this Section 7.2directors, collectivelyofficers, the "Indemnified Parties") shall agents or employees will be liable for any action taken or omitted to be taken by any Indemnified Party of them under or in connection with this Agreement Agreement, the Program Documents or the other Credit Related Documents, INCLUDING ANY INDEMNIFIED PARTY'S OWN NEGLIGENCE, except for any Indemnified Party's when caused solely by their own gross negligence or willful misconduct. Without limitation of limiting the generality of the foregoing, and notwithstanding any term or provision hereof to the Agent contrary, the Seller, the Servicer and the Issuing Bank: Purchaser hereby acknowledge and agree that the Operating Agent (a) may treat acts as agent hereunder for the payee of Purchaser and has no duties or obligations to, will incur no liabilities or obligations to, and does not act as an agent in any Note as capacity for, the holder thereof until Seller or the Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Agent; Originator, (b) may consult with legal counsel (including counsel for the Borrower)counsel, independent public accountants, accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants, accountants or experts; , (c) makes no warranty or representation to any Bank hereunder and shall not be responsible to any Bank for any statements, warranties, warranties or representations made in or in connection with this Agreement Agreement, the Program Documents or the other Credit Related Documents; , (d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants, covenants or conditions of this Agreement Agreement, the Program Documents or any other Credit Document Related Documents on the part of the Credit Parties Seller, the Servicer or the Purchaser or to inspect the property (including the books and records) of the Credit Parties; Seller, the Servicer or the Purchaser, (e) shall not be responsible to any Bank the Seller, the Servicer or the Purchaser for the due execution, legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of this Agreement or any other Credit Document; and instrument or document furnished pursuant hereto (including the Related Documents), (f) shall incur no liability under or in respect of this Agreement Agreement, the Program Documents or any other Credit Document the Related Documents by acting upon any noticenotice or communication (including a communication by telephone), consent, certificate, certificate or other instrument or writing (which may be by telecopier or telex) reasonably believed by it to be genuine and signed signed, sent or sent communicated by the proper party or partiesparties and (g) shall not be bound to make any investigation into the facts or matters stated in any notice or other communication hereunder and may rely on the accuracy of such facts or matters.

Reliance, Etc. Neither (a) None of the Administrative Agent, the Issuing Bank, nor Documentation Agent or any of their respective Related Parties (for the purposes of this Section 7.2directors, collectivelyofficers, the "Indemnified Parties") agents or employees shall be liable for any action taken or omitted to be taken by any Indemnified Party it or them under or in connection with this Agreement or the other Credit Documents, INCLUDING ANY INDEMNIFIED PARTY'S OWN NEGLIGENCEAgreement, except for any Indemnified Party's its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Agent and the Issuing BankAdministrative Agent: (ai) may treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice and accepts an Assumption Agreement entered into by an Assuming Lender as provided in Section 2.15 or 2.16, as the case may be, or an Assignment and Acceptance entered into by the Lender that is the payee of the assignment or transfer thereof signed by such payee Note, as assignor, and an assignee, as provided in form satisfactory to the AgentSection 8.07; (bii) may consult with legal counsel (including counsel for 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, accountants or experts; (ciii) makes no warranty or representation to any Bank Lender and shall not be responsible to any Bank Lender for any statements, warranties, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Credit DocumentsAgreement; (div) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants, covenants or conditions of this Agreement or any other Credit Document on the part of the Credit Parties Borrower or any Borrowing Subsidiary or to inspect the property (including the books and records) of the Credit PartiesBorrower or any Borrowing Subsidiary; (ev) shall not be responsible to any Bank Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of this Agreement or any other Credit Documentinstrument or document furnished pursuant hereto; and (fvi) shall incur no liability under or in respect of this Agreement or any other Credit Document by acting upon any notice, consent, certificate, certificate or other instrument or writing (which may be by telecopier telecopier, telegram or telex) reasonably believed by it to be genuine and signed or sent by the proper party or parties.

Reliance, Etc. Neither (a) None of the Agent, the Issuing Bank, Administrative Agent nor any of their its respective Related Parties (for the purposes of this Section 7.2directors, collectivelyofficers, the "Indemnified Parties") agents or employees shall be liable for any action taken or omitted to be taken by any Indemnified Party it or them under or in connection with this Agreement or the other Credit Loan Documents, INCLUDING ANY INDEMNIFIED PARTY'S OWN NEGLIGENCE, except for any Indemnified Party's its own gross negligence or willful misconductmisconduct (as determined by a court of competent jurisdiction in a final non-appealable judgment). Without limitation of the generality of the foregoing, the Agent and the Issuing BankAdministrative Agent: (ai) may treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice and accepts an Assignment and Acceptance entered into by the Lender which is the payee of the assignment or transfer thereof signed by such payee Note, as assignor, and an Eligible Assignee, as assignee, as provided in form satisfactory to the AgentSection 9.07; (bii) may consult with legal counsel (including counsel for the any 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, accountants or experts; (ciii) makes no warranty or representation to any Bank Lender and shall not be responsible to any Bank Lender for any statements, warranties, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Credit DocumentsAgreement; (div) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants, covenants or conditions of this Agreement or any other Credit Document on the part of the Credit Parties any Borrower or to inspect the property (including the books and records) of the Credit Partiesany Borrower; (ev) shall not be responsible to any Bank Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of this Agreement or any other Credit Documentinstrument or document furnished pursuant hereto; and (fvi) shall incur no liability under or in respect of this Agreement or any other Credit Document by acting upon any notice, consent, certificate, certificate or other instrument or writing (which may be by telecopier telecopier, telegram, cable or telex) reasonably believed by it to be genuine and signed or sent by the proper party or parties.

Reliance, Etc. Neither (a) None of the Agent, the Issuing Bank, Agents nor any of their respective Related Parties (for the purposes of this Section 7.2directors, collectivelyofficers, the "Indemnified Parties") agents or employees shall be liable for any action taken or omitted to be taken by any Indemnified Party it or them under or in connection with this Agreement or the other Credit Loan Documents, INCLUDING ANY INDEMNIFIED PARTY'S OWN NEGLIGENCE, except for any Indemnified Party's its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Agent and the Issuing BankAdministrative Agent: (ai) may treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice and accepts an Assignment and Acceptance entered into by the Lender which is the payee of the assignment or transfer thereof signed by such payee Note, as assignor, and an Eligible Assignee, as assignee, as provided in form satisfactory to the AgentSection 9.07; (bii) may consult with legal counsel (including counsel for the any 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, accountants or experts; (ciii) makes no warranty or representation to any Bank Lender and shall not be responsible to any Bank Lender for any statements, warranties, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Credit DocumentsAgreement; (div) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants, covenants or conditions of this Agreement or any other Credit Document on the part of the Credit Parties any Borrower or to inspect the property (including the books and records) of the Credit Partiesany FMC CORPORATION Borrower; (ev) shall not be responsible to any Bank Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of this Agreement or any other Credit Documentinstrument or document furnished pursuant hereto; and (fvi) shall incur no liability under or in respect of this Agreement or any other Credit Document by acting upon any notice, consent, certificate, certificate or other instrument or writing (which may be by telecopier telecopier, telegram, cable or telex) reasonably believed by it to be genuine and signed or sent by the proper party or parties.

Reliance, Etc. (a) Neither the Agent, the Issuing Bank, Agent nor any of their respective Related Parties (for the purposes of this Section 7.2its directors, collectivelyofficers, the "Indemnified Parties") agents or employees shall be liable for any action taken or omitted to be taken by any Indemnified Party it or them under or in connection with this Agreement or any of the other Credit Program Documents, INCLUDING ANY INDEMNIFIED PARTY'S OWN NEGLIGENCE, except for any Indemnified Party's its or their own gross negligence or willful misconduct. Without limitation of limiting the generality of the foregoing, the Agent and the Issuing BankAgent: (a) may treat the payee of any Note as the holder thereof until the Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Agent; (bi) may consult with legal counsel (including counsel for the Borrower), Borrower or the Adviser) and independent public accountants, accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants, accountants or experts; (cii) makes no warranty or representation to any Bank Secured Party or any other Person and shall not be responsible to any Bank Secured Party or any Person for any statements, warranties, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Credit Program Documents; (diii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants, covenants or conditions of this Agreement Agreement, the other Program Documents or any other Credit Document Loan Documents on the part of the Credit Parties Borrower, the Adviser, the Custodian or any other Person or to inspect the property (including the books and records) of the Credit PartiesBorrower, the Adviser, the Custodian or any other Person; (eiv) shall not be responsible to any Bank Secured Party or any other Person for the due execution, legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of this Agreement Agreement, the other Program Documents, any Loan Document or any other Credit Documentinstrument or document furnished pursuant hereto or thereto; and (fv) shall incur no liability under or in respect of this Agreement or any other Credit Program Document by acting upon any notice, consent, certificate, certificate or other instrument or writing (which may be delivered by telecopier telecopier, telegram, cable or telex) reasonably believed by it to be genuine and signed or sent by the proper party or parties.

Reliance, Etc. Neither (a) None of the Agent, the Issuing Bank, Administrative Agent nor any of their its respective Related Parties (for the purposes of this Section 7.2directors, collectivelyofficers, the "Indemnified Parties") agents or employees shall be liable for any action taken or omitted to be taken by any Indemnified Party it or them under or in connection with this Agreement or the other Credit Loan Documents, INCLUDING ANY INDEMNIFIED PARTY'S OWN NEGLIGENCE, except for any Indemnified Party's its own gross negligence or willful misconductmisconduct (as determined by a court of competent jurisdiction in a final non-appealable judgment). Without limitation of the generality of the foregoing, the Agent and the Issuing BankAdministrative Agent: (ai) may treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice and accepts an Assignment and Acceptance entered into by the Lender which is the payee of the assignment or transfer thereof signed by such payee Note, as assignor, and an Eligible Assignee, as assignee, as provided in form satisfactory to the AgentSection 9.07; (bii) may consult with legal counsel (including counsel for the any 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, accountants or experts; (ciii) makes no warranty or representation to any Bank Lender and shall not be responsible to any Bank Lender for any statements, warranties, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Credit DocumentsAgreement; (div) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants, covenants or conditions of this Agreement or any other Credit Document on the part of the Credit Parties any Borrower or to inspect the property (including the books and records) of the Credit Partiesany Borrower; (ev) shall not be responsible to any Bank Lender for the due execution, legality, validity, enforceability, 109 WEIL:\98721861\10\35899.0596 genuineness, sufficiency, sufficiency or value of this Agreement or any other Credit Documentinstrument or document furnished pursuant hereto; and (fvi) shall incur no liability under or in respect of this Agreement or any other Credit Document by acting upon any notice, consent, certificate, certificate or other instrument or writing (which may be by telecopier telecopier, telegram, cable or telex) reasonably believed by it to be genuine and signed or sent by the proper party or parties. (b) The Arrangers each referred to on the cover page hereto, shall have no duties or obligations whatsoever to the Lenders under or with respect to this Agreement, the Notes or any other document or any matter related thereto. SECTION 8.03. The Administrative Agent and their Affiliates as Lenders. With respect to its respective Commitment as a Lender, the Loans made by it as a Lender, the Letters of Credit issued by it as an Issuing Bank and the Notes issued to it as a Lender, the Administrative Agent as Lender and/or Issuing Bank shall have the same rights and powers under this Agreement as any other Lender in its capacity as a Lender and/or any other Issuing Bank in its capacity as Issuing Bank and may exercise the same as though it were not the Administrative Agent; and the term “Lender” or “Lenders” shall, unless otherwise expressly indicated, include the Administrative Agent in its individual capacity as a Lender and/or an Issuing Bank. The Administrative Agent, in its individual capacity as a Lender and/or an Issuing Bank, and its affiliates may accept deposits from, lend money to, act as trustee under indentures of, and generally engage in any kind of business with, any Borrower, any of its Restricted Subsidiaries and any Person who may do business with or own securities of any Borrower or any such Restricted Subsidiary, all as if the Administrative Agent was not the Administrative Agent under this Agreement and without any duty to account therefor to the Lenders. SECTION 8.04.

Reliance, Etc. Neither None of the Administrative Agent, the Issuing Bank, nor any of their Affiliates and their respective Related Parties (for the purposes of this Section 7.2directors, collectivelyofficers, the "Indemnified Parties") agents or employees shall be liable for any action taken or omitted to be taken by any Indemnified Party it or them under or in connection with this Agreement or the other Credit Documents, INCLUDING ANY INDEMNIFIED PARTY'S OWN NEGLIGENCEAgreement, except for any Indemnified Party's its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative Agent and the Issuing Bank: (a) may treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice and accepts an Assignment and Acceptance entered into by the Bank which is the payee of the assignment or transfer thereof signed by such payee Note, as assignor, and an Eligible Assignee, as assignee, as provided in form satisfactory to the AgentSection 9.02; (b) may consult with legal counsel (including counsel for 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, accountants or experts; (c) makes no warranty or representation to any Bank and shall not be responsible to any Bank for any statements, warranties, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Credit Loan Documents; (d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants, covenants or conditions of this Agreement or any the other Credit Document Loan Documents on the part of the Credit Parties Borrower or any other Person or to inspect the property (including the books and records) of the Credit PartiesBorrower or any other Person; (e) shall not be responsible to any Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of this Agreement any Loan Document, any collateral provided for therein, or any other Credit Documentinstrument or document furnished pursuant thereto; and (f) shall incur no liability under or in respect of this Agreement or any other Credit Document by acting upon any notice, consent, certificate, certificate or other instrument or writing (which may be by telecopier telecopier, telegram, cable or telex) reasonably believed by it to be genuine and signed or sent by the proper party or parties. None of the Administrative Agent, the Issuing Bank, their Affiliates and their respective directors, officers, employees or agents shall have any responsibility to the Borrower on account of the failure or delay in performance or breach by any Bank of any of its obligations hereunder or to any Bank on account of the failure of or delay in performance or breach by any other Bank or the Borrower of any of its obligations hereunder or in connection herewith; provided, however, that the foregoing shall not relieve ABN of its obligations as a Bank hereunder.

Reliance, Etc. Neither (a) None of the Administrative Agent, the Issuing Bank, nor any Lead Managing Agent or any Arranger or any of their respective Related Parties (for the purposes of this Section 7.2directors, collectivelyofficers, the "Indemnified Parties") agents or employees shall be liable for any action taken or omitted to be taken by any Indemnified Party it 97 93 or them under or in connection with this Agreement or the other Credit Loan Documents, INCLUDING ANY INDEMNIFIED PARTY'S OWN NEGLIGENCE, except for any Indemnified Party's its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Agent and the Issuing BankAdministrative Agent: (ai) may treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice and accepts an Assumption Agreement entered into by an Assuming Lender as provided in Section 2.19 or an Assignment and Acceptance entered into by the Lender that is the payee of the assignment or transfer thereof signed by such payee Note, as assignor, and an Eligible Assignee, as assignee, as provided in form satisfactory to the AgentSection 9.07; (bii) may consult with legal counsel (including counsel for the Borrowerany Obligated Party), independent public accountants, accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants, accountants or experts; (ciii) makes no warranty or representation to any Bank Lender and shall not be responsible to any Bank Lender for any statements, warranties, warranties or representations made in or in connection with this Agreement or the other Credit Loan Documents; (div) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants, covenants or conditions of this Agreement or any other Credit Loan Document on the part of the Credit Parties any Obligated Party or to inspect the property (including the books and records) of the Credit Partiesany Obligated Party; (ev) shall not be responsible to any Bank Lender for the due execution, legality, validity, enforceability, genuineness, sufficiencysufficiency or value of, or value the perfection or priority of this Agreement any Lien created or purported to be created under or in connection with, any Loan Document or any other Credit Documentinstrument or document furnished pursuant hereto; and (fvi) shall incur no liability under or in respect of this Agreement or any other Credit Loan Document by acting upon any notice, consent, certificate, certificate or other instrument or writing (which may be by telecopier telegram, telecopy, cable or telex) reasonably believed by it to be genuine and signed or sent by the proper party or parties.

Reliance, Etc. Neither None of the Agent, the Issuing Bank, nor Agent or any of their respective Related Parties (for the purposes of this Section 7.2its directors, collectivelyofficers, the "Indemnified Parties") agents, Affiliates or employees shall be liable for any action taken or omitted to be taken by any Indemnified Party it under or in connection with this Agreement or the other Credit Loan Documents, INCLUDING ANY INDEMNIFIED PARTY'S OWN NEGLIGENCE, except for any Indemnified Party's its own gross negligence or willful misconductmisconduct as determined by a final judgment of a court of competent jurisdiction. Without limitation of limiting the generality of the foregoing, the Agent and the Issuing Bank: (ai) may treat the payee of any Note Revolving Credit Notes as the holder thereof until the Agent receives written notice of the assignment or transfer thereof thereof, pursuant to Section 12.08 hereof, signed by such payee and in form satisfactory to the Agentit; (bii) may consult with legal counsel (including including, without limitation, counsel for to the Borrower), independent public accountants, and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants, accountants or experts; (ciii) makes no warranty or representation to any Bank Lender and shall not be responsible to any Bank Lender for any statements, warrantiescertificates, warranties or representations made in or in connection with this Agreement or the other Credit Loan Documents; (div) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants, covenants or conditions of this Agreement or any the other Credit Document Loan Documents on the part of the Credit Parties any Person or to inspect the Collateral or other property (including including, without limitation, the books and records) of the Credit Partiesany Person; (ev) shall not be responsible to any Bank Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of this Agreement or the other Loan Documents or any other Credit Documentinstrument or document furnished pursuant hereto or 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 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, except for its own gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction; and (fvii) shall incur no liability under or in respect of this Agreement or any the other Credit Document Loan Documents by acting upon any notice, consent, certificate, certificate or other instrument or writing (which may be by telecopier telegram, telecopy, cable or telex) reasonably believed by it to be genuine and signed or sent by the proper party or parties.

Reliance, Etc. Neither None of the Agent, the Issuing Bank, nor Agent or any of their respective Related Parties (for the purposes of this Section 7.2its directors, collectivelyofficers, the "Indemnified Parties") agents, Affiliates or employees shall be liable for any action taken or omitted to be taken by any Indemnified Party it under or in connection with this Agreement or the other Credit Loan Documents, INCLUDING ANY INDEMNIFIED PARTY'S OWN NEGLIGENCE, except for any Indemnified Party's its own gross negligence or willful misconductmisconduct as determined by a final judgment of a court of competent jurisdiction. Without limitation of limiting the generality of the foregoing, the Agent and the Issuing Bank: (ai) may treat the payee of any Note Revolving Credit Notes as the holder thereof until the Agent receives written notice of the assignment or transfer thereof thereof, pursuant to Section 12.08 hereof, signed by such payee and in form satisfactory to the Agentit; (bii) may consult with legal counsel (including including, without limitation, counsel for to the Borrower), independent public accountants, and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants, accountants or experts; (ciii) makes no warranty or representation to any Bank Lender and shall not be responsible to any Bank Lender for any statements, warrantiescertificates, warranties or representations made in or in connection with this Agreement or the other Credit Loan Documents; (div) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants, covenants or conditions of this Agreement or any the other Credit Document Loan Documents on the part of the Credit Parties any Person or to inspect the Collateral or other property (including including, without limitation, the books and records) of the Credit Partiesany Person; (ev) shall not be responsible to any Bank Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of this Agreement or the other Loan Documents or any other Credit Documentinstrument or document furnished pursuant hereto or 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 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 (fvii) shall incur no liability under or in respect of this Agreement or any the other Credit Document Loan Documents by acting upon any notice, consent, certificate, certificate or other instrument or writing (which may be by telecopier telegram, telecopy, cable or telex) reasonably believed by it to be genuine and signed or sent by the proper party or parties.

Reliance, Etc. Neither the Deal Agent, the Issuing BankPaying Agent, the Registrar nor any of their its respective Related Parties (for the purposes of this Section 7.2directors, collectivelyofficers, the "Indemnified Parties") agents or employees shall be liable for any action taken or omitted to be taken by any Indemnified Party it or them as Deal Agent, Paying Agent or Registrar, respectively under or in connection with this Agreement or the other Credit Documents, INCLUDING ANY INDEMNIFIED PARTY'S OWN NEGLIGENCESecurity Agreement, except for any Indemnified Party's its or their own gross negligence or willful misconduct. Without limitation of the generality of limiting the foregoing, each of the Deal Agent, the Paying Agent and the Issuing BankRegistrar: (a) may treat the payee of any Note as the holder thereof until the Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Agent; (bi) may consult with legal counsel (including counsel for the BorrowerIssuer or UAC), independent public accountants, accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants, accountants or experts; (cii) makes no warranty or representation to the Company or any Bank Investor and shall not be responsible to the Company or any Bank Investor for any statements, warranties, warranties or representations made in or in connection with this Agreement or the other Credit DocumentsAgreement; (diii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants, covenants or conditions of this Agreement or any other Credit Document of the Security Agreement on the part of the Credit Parties Issuer or UAC or to inspect the property (including the books and records) of the Credit PartiesIssuer or UAC; (eiv) shall not be responsible to the Company or any Bank Investor for the due execution, legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of this Agreement, the Security Agreement or any other Credit Documentinstrument or document furnished pursuant hereto or thereto; and (fv) shall incur no liability under or in respect of this Agreement, the Security Agreement or any other Credit Document by acting upon any noticenotice (including notice by telephone), consent, certificate, certificate or other instrument or writing (which may be by telecopier or telex) reasonably believed by it to be genuine and signed or sent by the proper party or parties.

Reliance, Etc. Neither the Agent, the Issuing Bank, any Agent nor any of their respective Related Parties (for the purposes of this Section 7.2its directors, collectivelyofficers, the "Indemnified Parties") agents or employees shall be liable for any action taken or omitted to be taken by any Indemnified Party it or them under or in connection with this Agreement or the other Credit Financing Documents, INCLUDING ANY INDEMNIFIED PARTY'S OWN NEGLIGENCE, except for any Indemnified Party's its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Agent and the Issuing Bank: (a) the Administrative Agent may treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice and accepts an Assignment and Acceptance entered into by the Lender Party that is the payee of the assignment or transfer thereof signed by such payee Note, as assignor, and an Eligible Assignee, as assignee, as provided in form satisfactory to the AgentSection 8.07; (b) each Agent may consult with legal counsel (including counsel for the Borrower), independent public accountants, accountants and other experts selected in good faith by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants, accountants or experts; (c) each Agent makes no warranty or representation to any Bank Lender Party and shall not be responsible to any Bank Lender Party for any statements, warranties, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Credit Financing Documents; (d) each Agent shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants, covenants or conditions of this Agreement or any other Credit Financing Document on the part of the Credit Parties Borrower or to inspect the property (including the books and records) of the Credit PartiesBorrower; (e) each Agent shall not be responsible to any Bank Lender Party for the due execution, legality, validity, enforceability, genuineness, sufficiencysufficiency or value of, or value the perfection or priority of this Agreement any lien or security interest created or purported to be created under or in connection with, any Financing Document or any other Credit Documentinstrument or document furnished pursuant thereto; and (f) each Agent shall incur no liability under or in respect of this Agreement or any other Credit Financing Document by acting upon any notice, consent, certificate, certificate or other instrument or writing (which may be by telecopier telegram, telecopy or telex) reasonably believed by it to be genuine and signed or sent by the proper party or parties.

Reliance, Etc. Neither None of the Administrative Agent, the Issuing Bank, any Affiliate thereof nor any of their respective Related Parties (for the purposes of this Section 7.2directors, collectivelyofficers, the "Indemnified Parties") shall agents or employees will be liable for any action taken or omitted to be taken by any Indemnified Party of them under or in connection with this Agreement Agreement, or the other Credit Related Documents, INCLUDING ANY INDEMNIFIED PARTY'S OWN NEGLIGENCE, except for any Indemnified Party's when caused solely by their own gross negligence or willful misconduct. Without limitation of limiting the generality of the foregoingforegoing or notwithstanding any term or provision hereof to the contrary, the Agent Seller, the Servicer and the Issuing BankPurchaser hereby acknowledge and agree that the Administrative Agent: (a) may treat acts as agent hereunder for the payee of Purchaser, and has no duties or obligations to, will incur no liabilities or obligations to, and does not act as an agent in any Note as capacity for, the holder thereof until Seller or the Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Agent; Originator, (b) may consult with legal counsel (including counsel for the Borrower)counsel, independent public accountants, accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants, accountants or experts; , (c) makes no warranty or representation to any Bank hereunder and shall not be responsible to any Bank for any statements, warranties, warranties or representations made in or in connection with this Agreement or the other Credit Related Documents; , (d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants, covenants or conditions of this Agreement or any other Credit Document the Related Documents on the part of the Credit Parties Seller, the Servicer or the Purchaser or to inspect the property (including the books and records) of the Credit Parties; Seller, the Servicer or the Purchaser, (e) shall not be responsible to any Bank the Seller, the Servicer or the Purchaser for the due execution, legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of this Agreement or any other Credit Document; and instrument or document furnished pursuant hereto (including the Related Documents), (f) shall incur no liability under or in respect of this Agreement or any other Credit Document the Related Documents by acting upon any noticenotice or communication (including a communication by telephone), consent, certificate, certificate or other instrument or writing (which may be by telecopier or telex) reasonably believed by it to be genuine and signed signed, sent or sent communicated by the proper party or partiesparties and (g) shall not be bound to make any investigation into the facts or matters stated in any notice or other communication hereunder and may rely on the accuracy of such facts or matters.

Reliance, Etc. Neither the Administrative Agent, the Issuing Bank, nor any of their respective Related Parties (for the purposes of this Section 7.2, collectively, the "Indemnified Parties") shall be liable for any action taken or omitted to be taken by any Indemnified Party under or in connection with this Agreement or the other Credit Documents, INCLUDING ANY INDEMNIFIED PARTY'S OWN NEGLIGENCE, except for any Indemnified Party's gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative Agent and the Issuing Bank: (a) may treat the payee of any Term Loan Note or Revolving Loan Note as the holder thereof until the Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Administrative Agent; (b) may consult with legal counsel (including counsel for the Borrower), independent public accountants, and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants, or experts; (c) makes no warranty or representation to any Bank and shall not be responsible to any Bank for any statements, warranties, or representations made in or in connection with this Agreement or the other Credit Documents; (d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants, or conditions of this Agreement or any other Credit Document on the part of the Credit Parties or to inspect the property (including the books and records) of the Credit Parties; (e) shall not be responsible to any Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency, or value of this Agreement or any other Credit Document; and (f) shall incur no liability under or in respect of this Agreement or any other Credit Document by acting upon any notice, consent, certificate, or other instrument or writing (which may be by telecopier or telex) reasonably believed by it to be genuine and signed or sent by the proper party or parties.

Reliance, Etc. Neither the Agent, the Issuing Bank, nor any of their respective Related Parties (for the purposes of this Section 7.2, collectively, the "Indemnified Parties") shall be liable for any action taken or omitted to be taken by any Indemnified Party under or in connection with this Agreement or the other Credit Documents, INCLUDING ANY INDEMNIFIED PARTY'S OWN NEGLIGENCE, except for any Indemnified Party's gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Agent and the Issuing Bank: (a) may treat the payee of any Revolving Loan Note as the holder thereof until the Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Agent; (b) may consult with legal counsel (including counsel for the Borrower), independent public accountants, and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants, or experts; (c) makes make no warranty or representation to any Bank and shall not be responsible to any Bank for any statements, warranties, or representations made in or in connection with this Agreement or the other Credit Documents; (d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants, or conditions of this Agreement or any other Credit Document on the part of the Credit Parties or to inspect the property (including the books and records) of the Credit Parties; (e) shall not be responsible to any Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency, or value of this Agreement or any other Credit Document; and (f) shall incur no liability under or in respect of this Agreement or any other Credit Document by acting upon any notice, consent, certificate, or other instrument or writing (which may be by telecopier or telex) reasonably believed by it to be genuine and signed or sent by the proper party or parties.

Reliance, Etc. Neither None of the Agent, the Issuing Bankits Affiliates and their directors, nor any of their respective Related Parties (for the purposes of this Section 7.2officers, collectively, the "Indemnified Parties") agents or employees shall be liable for any action taken or omitted to be taken by any Indemnified Party it or them under or in connection with this Agreement or the other Credit Documents, INCLUDING ANY INDEMNIFIED PARTY'S OWN NEGLIGENCEAgreement, except for any Indemnified Party's its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Agent and the Issuing BankAgent: (a) may treat the payee of any Note as the holder thereof until the Agent receives written notice and accepts an Assignment and Acceptance entered into by the Bank which is the payee of the assignment or transfer thereof signed by such payee Note, as assignor, and an Eligible Assignee, as assignee, as provided in form satisfactory to the AgentSection 9.02; (b) may consult with legal counsel (including counsel for 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, accountants or experts; (c) makes HOU04:37909.7 no warranty or representation to any Bank and shall not be responsible to any Bank for any statements, warranties, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Credit Loan Documents; (d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants, covenants or conditions of this Agreement or any the other Credit Document Loan Documents on the part of the Credit Parties Borrower or any other Person or to inspect the property (including the books and records) of the Credit PartiesBorrower or any other Person; (e) shall not be responsible to any Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of this Agreement any Loan Document, any collateral provided for therein, or any other Credit Documentinstrument or document furnished pursuant thereto; and (f) shall incur no liability under or in respect of this Agreement or any other Credit Document by acting upon any notice, consent, certificate, certificate or other instrument or writing (which may be by telecopier telecopier, telegram, cable or telex) reasonably believed by it to be genuine and signed or sent by the proper party or parties. None of the Agent, its Affiliates and their directors, officers, employees or agents shall have any responsibility to the Borrower on account of the failure or delay in performance or breach by any Bank of any of its obligations hereunder or to any Bank on account of the failure of or delay in performance or breach by any other Bank or the Borrower of any of its obligations hereunder or in connection herewith; provided, however, that the foregoing shall not relieve BTCo of its obligations as a Bank hereunder.

Reliance, Etc. Neither (a) None of the Agent, the Issuing Bank, Agents nor any of their respective Related Parties (for the purposes of this Section 7.2directors, collectivelyofficers, the "Indemnified Parties") agents or employees shall be liable for any action taken or omitted to be taken by any Indemnified Party it or them under or in connection with this Agreement or the other Credit Loan Documents, INCLUDING ANY INDEMNIFIED PARTY'S OWN NEGLIGENCE, except for any Indemnified Party's its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Agent and the Issuing BankAdministrative Agent: (ai) may treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice and accepts an Assignment and Acceptance entered into by the Lender which is the payee of the assignment or transfer thereof signed by such payee Note, as assignor, and an Eligible Assignee, as assignee, as provided in form satisfactory to the AgentSection 9.07; (bii) may consult with legal counsel (including counsel for the any Borrower), independent public accountants, accountants FIFTH AMENDED AND RESTATED CREDIT AGREEMENT 107 and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants, accountants or experts; (ciii) makes no warranty or representation to any Lender or Issuing Bank and shall not be responsible to any Lender or Issuing Bank for any statements, warranties, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Credit DocumentsAgreement; (div) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants, covenants or conditions of this Agreement or any other Credit Document on the part of the Credit Parties any Borrower or to inspect the property (including the books and records) of the Credit Partiesany Borrower; (ev) shall not be responsible to any Bank Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of this Agreement or any other Credit Documentinstrument or document furnished pursuant hereto; and (fvi) shall be entitled to rely upon, and shall incur no liability under or in respect of this Agreement or any other Credit Document by acting upon upon, any notice, request, consent, certificate, statement or other instrument instrument, document or writing (which may be by telecopier telecopier/fax, telegram, cable or telex, any other electronic message, Internet or intranet website posting or other distribution) reasonably believed by it to be genuine and signed or sent by the proper party or parties.

Reliance, Etc. Neither the Agent, the Issuing Bank, Administrative Agent nor any of their respective Related Parties (for the purposes of this Section 7.2its directors, collectivelyofficers, the "Indemnified Parties") agents or employees shall be liable for any action taken or omitted to be taken by any Indemnified Party it or them under or in connection with this Agreement or the other Credit Financing Documents, INCLUDING ANY INDEMNIFIED PARTY'S OWN NEGLIGENCE, except for any Indemnified Party's its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Agent and the Issuing Bank: (a) the Administrative Agent may treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice and accepts an Assignment and Acceptance entered into by the Lender Party that is the payee of the assignment or transfer thereof signed by such payee Note, as assignor, and an Eligible Assignee, as assignee, as provided in form satisfactory to the AgentSection 8.07; (b) the Administrative Agent may consult with legal counsel (including counsel for the Borrower), independent public accountants, accountants and other experts selected in good faith by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants, accountants or experts; (c) the Administrative Agent makes no warranty or representation to any Bank Lender Party and shall not be responsible to any Bank Lender Party for any statements, warranties, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Credit Financing Documents; (d) the Administrative Agent shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants, covenants or conditions of this Agreement or any other Credit Financing Document on the part of the Credit Parties Borrower or to inspect the property (including the books and records) of the Credit PartiesBorrower (except to confirm receipt of items expressly required to be delivered to the Administrative Agent in Article III); (e) the Administrative Agent shall not be responsible to any Bank Lender Party for the due execution, legality, validity, enforceability, genuineness, sufficiencysufficiency or value of, or value the perfection or priority of this Agreement any lien or security interest created or purported to be created under or in connection with, any Financing Document or any other Credit Documentinstrument or document furnished pursuant thereto; and (f) the Administrative Agent shall incur no liability under or in respect of this Agreement or any other Credit Financing Document by acting upon any notice, consent, certificate, certificate or other instrument or writing (which may be by telecopier telegram, telecopy or telex) reasonably believed by it to be genuine and signed or sent by the proper party or parties.. 72 WPPC Credit Agreement

Reliance, Etc. Neither None of the Syndication Agent, the Issuing BankAdministrative -------------- Agent, nor the Arranger, their respective Affiliates or any of their respective Related Parties (for the purposes of this Section 7.2directors, collectivelyofficers, the "Indemnified Parties") agents or employees shall be liable for any action taken or omitted to be taken by any Indemnified Party it or them under or in connection with this Agreement or the other Credit Loan Documents, INCLUDING ANY INDEMNIFIED PARTY'S OWN NEGLIGENCE, except for any Indemnified Party's its or their own gross negligence negligence, bad faith or willful misconduct. Without limitation of the generality of the foregoing, the each Agent and the Issuing Bank: Arranger (ai) may treat the payee of any Note as the holder thereof until the Agent receives written notice of the assignment or transfer thereof signed by such payee and Note has been assigned in form satisfactory to the Agentaccordance with Section 10.7; (bii) may consult with legal counsel (including including, without limitation, counsel for to the BorrowerBorrower or any other Loan Party), independent public accountants, accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants, accountants or experts; (ciii) makes no warranty or representation to any Bank Lender and shall not be responsible to any Bank Lender for any statements, warranties, warranties or representations made in or in connection with this Agreement or the other Credit Loan Documents; (div) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants, covenants or conditions of this Agreement or any the other Credit Document Loan Documents on the part of the Credit Parties Borrower or any other Loan Party or to inspect the property (including the books and records) of the Credit PartiesBorrower or any other Loan Party; (ev) shall not be responsible to any Bank Lender or any other Agent for the due execution, legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of this Agreement or the other Loan Documents or any other Credit Documentinstrument or document furnished pursuant hereto or thereto; and (fvi) shall incur no liability under or in respect of this Agreement or any of the other Credit Document Loan Documents by acting upon any notice, consent, certificate, certificate or other instrument or writing (which may be by telecopier telegram, cable or telex) reasonably believed by it to be genuine and signed or sent by the proper party or parties.

Reliance, Etc. Neither the Administrative Agent, the Issuing Bank, nor any of their respective Related Parties (for the purposes of this Section 7.2, collectively, the "“Indemnified Parties"”) shall be liable for any action taken or omitted to be taken by any Indemnified Party under or in connection with this Agreement or the other Credit Documents, INCLUDING ANY INDEMNIFIED PARTY'S ’S OWN NEGLIGENCE, except for any Indemnified Party's ’s gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative Agent and the Issuing Bank: (a) may treat the payee of any Revolving Loan Note as the holder thereof until the Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Administrative Agent; (b) may consult with legal counsel (including counsel for the BorrowerBorrowers), independent public accountants, and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants, or experts; (c) makes no warranty or representation to any Bank and shall not be responsible to any Bank for any statements, warranties, or representations made in or in connection with this Agreement or the other Credit Documents; (d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants, or conditions of this Agreement or any other Credit Document on the part of the Credit Parties or to inspect the property (including the books and records) of the Credit Parties; (e) shall not be responsible to any Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency, or value of this Agreement or any other Credit Document; and (f) shall incur no liability under or in respect of this Agreement or any other Credit Document by acting upon any notice, consent, certificate, or other instrument or writing (which may be by telecopier or telex) reasonably believed by it to be genuine and signed or sent by the proper party or parties.

Reliance, Etc. Neither None of the Agent, the Issuing Bank, nor Agent or any of their respective Related Parties (for the purposes of this Section 7.2its directors, collectivelyofficers, the "Indemnified Parties") agents, Affiliates or employees shall be liable for any action taken or omitted to be taken by any Indemnified Party it under or in connection with this Agreement or the other Credit Loan Documents, INCLUDING ANY INDEMNIFIED PARTY'S OWN NEGLIGENCE, except for any Indemnified Party's its own gross negligence or willful misconductmisconduct as determined by a final judgment of a court of competent jurisdiction. Without limitation of limiting the generality of the foregoing, the Agent and the Issuing Bank: (ai) may treat the payee of any Note Revolving Credit Notes as the holder thereof until the Agent receives written notice of the assignment or transfer thereof thereof, pursuant to Section 12.08 hereof, signed by such payee and in form satisfactory to the Agentit; (bii) may consult with legal counsel (including including, without limitation, counsel for to the BorrowerBorrowers), 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, accountants or experts; (ciii) makes no warranty or representation to any Bank Lender and shall not be responsible to any Bank Lender for any statements, warrantiescertificates, warranties or representations made in or in connection with this Agreement or the other Credit Loan Documents; (div) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants, covenants or conditions of this Agreement or any the other Credit Document Loan Documents on the part of the Credit Parties any Person or to inspect the Collateral or other property (including including, without limitation, the books and records) of the Credit Partiesany Person; (ev) shall not be responsible to any Bank Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of this Agreement or the other Loan Documents or any other Credit Documentinstrument or document furnished pursuant hereto or 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 thereon, or the Borrowing Base or any certificate prepared by the Borrowers 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, except for its own gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction; and (fvii) shall incur no liability under or in respect of this Agreement or any the other Credit Document Loan Documents by acting upon any notice, consent, certificate, certificate or other instrument or writing (which may be by telecopier telegram, telecopy, cable or telex) reasonably believed by it to be genuine and signed or sent by the proper party or parties.

Reliance, Etc. Neither the Agent, the Agent nor any Issuing Bank, Bank nor any of their respective Related Parties (for the purposes of this Section 7.2directors, collectivelyofficers, the "Indemnified Parties") agents or employees shall be liable for any action taken or omitted to be taken by any Indemnified Party it or them under or in connection with this Agreement or the other Credit Documents, INCLUDING ANY INDEMNIFIED PARTY'S OWN NEGLIGENCEAgreement, except for any Indemnified Party's its or their own gross negligence or willful misconductmisconduct or (a) as to Wachovia as the "Agent" (as defined in the Syndicated Letters of Credit) for the Syndicated Letters of Credit and as Issuing Bank with respect to Participated Letters of Credit, its willful failure in such capacities to make lawful payment under a Letter of Credit after the presentation to it of drafts and certificates strictly complying with the terms and conditions of the Letter of Credit and, in the case of a Syndicated Letter of Credit, after its receipt of appropriate funds from the other Lenders with Syndicated Commitments and (b) as to Issuing Banks under Syndicated Letters of Credit, any such Issuing Bank's willful failure to make payment to Wachovia as "Agent" (as defined in the Syndicated Letters of Credit) under a Syndicated Letter of Credit after Wachovia as such "Agent" has confirmed to the Issuing Bank that drafts and documents strictly complying with the terms of such Syndicated Letter of Credit have been presented. Without limitation of the generality of the foregoing, the Agent and the Issuing BankAgent: (a) may treat the payee of Lender that made any Note L/C Disbursement as the holder thereof of the Debt resulting therefrom until the Agent receives written notice of the assignment or transfer thereof signed and accepts an Assignment and Acceptance entered into by such payee a Lender, as assignor, and an Eligible Assignee, as assignee, as provided in form satisfactory to the AgentSection 9.07; (b) may consult with legal counsel (including counsel for the BorrowerGuarantor), independent public accountants, accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants, accountants or experts; (c) makes no warranty or representation to any Bank Lender and shall not be responsible to any Bank Lender for any statements, warranties, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Credit DocumentsAgreement; (d) shall not have any duty to ascertain or to inquire as to the performance performance, observance or observance satisfaction of any of the terms, covenants, covenants or conditions of this Agreement or any other Credit Document on the part of the Credit Parties Account Party or the Guarantor or the existence at any time of any Default or to inspect the property (including the books and records) of the Credit PartiesGuarantor; (e) shall not be responsible to any Bank Lender for the due execution, legality, validity, enforceability, genuineness, sufficiencysufficiency or value of, or value the perfection or priority of any lien or security interest created or purported to be created under or in connection with, this Agreement or any other Credit Documentinstrument or document furnished pursuant hereto; and (f) shall incur no liability under or in respect of this Agreement or any other Credit Document by acting upon any notice, consent, certificate, certificate or other instrument or writing (which may be by telecopier telecopier, telegram or telex) reasonably believed by it to be genuine and signed or sent by the proper party or parties.

Reliance, Etc. Neither (a) None of the Administrative Agent, any Managing Agent, the Issuing BankDocumentation Agent, nor the Letter of Credit Agent or any of their respective Related Parties (for the purposes of this Section 7.2directors, collectivelyofficers, the "Indemnified Parties") agents or employees shall be liable for any action taken or omitted to be taken by any Indemnified Party it or them under or in connection with this Agreement or the other Credit Loan Documents, INCLUDING ANY INDEMNIFIED PARTY'S OWN NEGLIGENCE, except for any Indemnified Party's its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Agent and the Issuing BankAdministrative Agent: (ai) may treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice and accepts an Assignment and Acceptance entered into by the Lender which is the payee of the assignment or transfer thereof signed by such payee Note, as assignor, and an Eligible Assignee, as assignee, as provided in form satisfactory to the AgentSection 9.07; (bii) may consult with legal counsel (including counsel for the any 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, accountants or experts; (ciii) makes no warranty or representation to any Bank Lender and shall not be responsible to any Bank Lender for any statements, warranties, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Credit DocumentsAgreement; (div) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants, covenants or conditions of this Agreement or any other Credit Document on the part of the Credit Parties any Borrower or to inspect the property (including the books and records) of the Credit Partiesany Borrower; (ev) shall not be responsible to any Bank Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of this Agreement or any other Credit Documentinstrument or document furnished pursuant hereto; and (fvi) shall incur no liability under or in respect of this Agreement or any other Credit Document by acting upon any notice, consent, certificate, certificate or other instrument or writing (which may be by telecopier telecopier, telegram, cable or telex) reasonably believed by it to be genuine and signed or sent by the proper party or parties.

Reliance, Etc. Neither (a) None of the Agent, the Issuing Bank, Agents nor any of their respective Related Parties (for the purposes of this Section 7.2directors, collectivelyofficers, the "Indemnified Parties") agents or employees shall be liable for any action taken or omitted to be taken by any Indemnified Party it or them under or in connection with this Agreement or the other Credit Loan Documents, INCLUDING ANY INDEMNIFIED PARTY'S OWN NEGLIGENCE, except for any Indemnified Party's its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Agent and the Issuing BankAdministrative Agent: (ai) may treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice and accepts an Assignment and Acceptance entered into by the Lender which is the payee of the assignment or transfer thereof signed by such payee Note, as assignor, and an Eligible Assignee, as assignee, as provided in form satisfactory to the AgentSection 9.07; (bii) may consult with legal counsel (including counsel for the any 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, accountants or experts; (ciii) makes no warranty or representation to any Lender or Issuing Bank and shall not be responsible to any Lender or Issuing Bank for any statements, warranties, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Credit DocumentsAgreement; (div) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants, covenants or conditions of this Agreement or any other Credit Document on the part of the Credit Parties any Borrower or to inspect the property (including the books and records) of the Credit Partiesany Borrower; (ev) shall not be responsible to any Bank Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of this Agreement or any other Credit Documentinstrument or document furnished pursuant THIRD AMENDED AND RESTATED CREDIT AGREEMENT hereto; and (fvi) shall be entitled to rely upon, and shall incur no liability under or in respect of this Agreement or any other Credit Document by acting upon upon, any notice, request, consent, certificate, statement or other instrument instrument, document or writing (which may be by telecopier telecopier/fax, telegram, cable or telex, any other electronic message, Internet or intranet website posting or other distribution) reasonably believed by it to be genuine and signed or sent by the proper party or parties.

Reliance, Etc. Neither the Agent, the Issuing Bank, Administrative Agent nor any of their respective Related Parties (for the purposes of this Section 7.2its directors, collectivelyofficers, the "Indemnified Parties") agents or employees shall be liable for any action taken or omitted to be taken by any Indemnified Party it or them under or in connection with this Agreement or the other Credit Financing Documents, INCLUDING ANY INDEMNIFIED PARTY'S OWN NEGLIGENCE, except for any Indemnified Party's its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Agent and the Issuing Bank: (a) the Administrative Agent may treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice and accepts an Assignment and Acceptance entered into by the 82 AESC Amended and Restated Credit Agreement Lender Party that is the payee of the assignment or transfer thereof signed by such payee Note, as assignor, and an Eligible Assignee, as assignee, as provided in form satisfactory to the AgentSection 8.07; (b) the Administrative Agent may consult with legal counsel (including counsel for the Borrower), independent public accountants, accountants and other experts selected in good faith by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants, accountants or experts; (c) the Administrative Agent makes no warranty or representation to any Bank Lender Party and shall not be responsible to any Bank Lender Party for any statements, warranties, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Credit Financing Documents; (d) the Administrative Agent shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants, covenants or conditions of this Agreement or any other Credit Financing Document on the part of the Credit Parties Borrower or to inspect the property (including the books and records) of the Credit PartiesBorrower (except to confirm receipt of items expressly required to be delivered to the Administrative Agent in Article III); (e) the Administrative Agent shall not be responsible to any Bank Lender Party for the due execution, legality, validity, enforceability, genuineness, sufficiencysufficiency or value of, or value the perfection or priority of this Agreement any lien or security interest created or purported to be created under or in connection with, any Financing Document or any other Credit Documentinstrument or document furnished pursuant thereto; and (f) the Administrative Agent shall incur no liability under or in respect of this Agreement or any other Credit Financing Document by acting upon any notice, consent, certificate, certificate or other instrument or writing (which may be by telecopier telegram, telecopy or telex) reasonably believed by it to be genuine and signed or sent by the proper party or parties.

Reliance, Etc. Neither (a) None of the Agent, the Issuing Bank, Agents nor any of their respective Related Parties (for the purposes of this Section 7.2directors, collectivelyofficers, the "Indemnified Parties") agents or employees shall be liable for any action taken or omitted to be taken by any Indemnified Party it or them under or in connection with this Agreement or the other Credit Loan Documents, INCLUDING ANY INDEMNIFIED PARTY'S OWN NEGLIGENCE, except for any Indemnified Party's its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Agent and the Issuing BankAdministrative Agent: (ai) may treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice and accepts an Assignment and Acceptance entered into by the Lender which is the payee of the assignment or transfer thereof signed by such payee Note, as assignor, and an Eligible Assignee, as assignee, as provided in form satisfactory to the AgentSection 9.07; (bii) may consult with legal counsel (including counsel for the any 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, accountants or experts; (ciii) makes no warranty or representation to any Lender or Issuing Bank and shall not be responsible to any Lender or Issuing Bank for any statements, warranties, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Credit DocumentsAgreement; (div) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants, covenants or conditions of this Agreement or any other Credit Document on the part of the Credit Parties any Borrower or to inspect the property (including the books and records) of the Credit Partiesany Borrower; (ev) shall not be responsible to any Bank Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of this Agreement or any other Credit Documentinstrument or document furnished pursuant hereto; and (fvi) shall be entitled to rely upon, and shall incur no liability under or in respect of this Agreement or any other Credit Document by acting upon upon, any notice, request, consent, certificate, statement or other instrument instrument, document or writing (which may be by telecopier telecopier/fax, telegram, cable or telex, any other electronic message, Internet or intranet website posting or other distribution) reasonably believed by it to be genuine and signed or sent by the proper party or parties.. FOURTH AMENDED AND RESTATED CREDIT AGREEMENT

Reliance, Etc. Neither (a) None of the Agent, the Issuing Bank, Agents nor any of their respective Related Parties (for the purposes of this Section 7.2directors, collectivelyofficers, the "Indemnified Parties") agents or employees shall be liable for any action taken or omitted to be taken by any Indemnified Party it or them under or in connection with this Agreement or the other Credit Loan Documents, INCLUDING ANY INDEMNIFIED PARTY'S OWN NEGLIGENCE, except for any Indemnified Party's its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Agent and the Issuing BankAdministrative Agent: (ai) may treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice and accepts an Assignment and Acceptance entered into by the Lender which is the payee of the assignment or transfer thereof signed by such payee Note, as assignor, and an Eligible Assignee, as assignee, as provided in form satisfactory to the AgentSection 9.07; (bii) may consult with legal counsel (including counsel for the any 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, accountants or experts; (ciii) makes no warranty or representation to any Bank Lender and shall not be responsible to any Bank Lender for any statements, warranties, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Credit DocumentsAgreement; (div) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants, covenants or conditions of this Agreement or any other Credit Document on the part of the Credit Parties any Borrower or to inspect the property (including the books and records) of the Credit Partiesany Borrower; (ev) shall not be responsible to any Bank Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of this Agreement or any other Credit Documentinstrument or document furnished pursuant hereto; and (fvi) shall incur no liability under or in respect of this Agreement or any other Credit Document by acting upon any notice, consent, certificate, certificate or other instrument or writing (which may be by telecopier telecopier, telegram, cable or telex) reasonably believed by it to be genuine and signed or sent by the proper party or parties.. (b) The Arrangers, as such, the Co-Documentation Agents, as such, and the Syndication Agent, as such, each referred to on the cover page hereto, shall have no duties or

Reliance, Etc. Neither the Agent, the Issuing Bank, Administrative Agent nor -------------- any of their respective Related Parties (for the purposes of this Section 7.2its directors, collectivelyofficers, the "Indemnified Parties") agents or employees shall be liable for any action taken or omitted to be taken by any Indemnified Party it or them under or in connection with this Agreement or the other Credit Documents, INCLUDING ANY INDEMNIFIED PARTY'S OWN NEGLIGENCENotes, except for any Indemnified Party's its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative Agent and the Issuing Bank: (ai) may treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice and accepts an Assignment and Acceptance entered into by the Lender that is the payee of the assignment or transfer thereof signed by such payee Note, as assignor, and an Eligible Assignee, as assignee, as provided in form satisfactory to the AgentSection 9.07; (bii) may consult with legal counsel (including counsel for 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, accountants or experts; (ciii) makes no warranty or representation to any Bank Lender and shall not be responsible to any Bank of them for any statements, warranties, warranties or representations made in or in connection with this Agreement or the other Credit DocumentsNotes; (div) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants, covenants or conditions of this Agreement or any other Credit Document the Notes on the part of the Credit Parties Borrower or to inspect the property (including the books and records) of the Credit PartiesBorrower; (ev) shall not be responsible to any Bank Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of this Agreement or the Notes or any other Credit Documentinstrument or document furnished pursuant hereto; and (fvi) shall incur no liability under or in respect of this Agreement or any other Credit Document the Notes by acting upon any notice, consent, certificate, certificate or other instrument or writing (which may be by telecopier telegram, telecopy, cable or telex) reasonably believed by it to be genuine and signed or sent by the proper party or parties.

Reliance, Etc. Neither (a) None of the Agent, the Issuing Bank, Administrative Agent nor any of their its respective Related Parties (for the purposes of this Section 7.2directors, collectivelyofficers, the "Indemnified Parties") agents or employees shall be liable for any action taken or omitted to be taken by any Indemnified Party it or them under or in connection with this Agreement or the other Credit Loan Documents, INCLUDING ANY INDEMNIFIED PARTY'S OWN NEGLIGENCE, except for any Indemnified Party's its own gross negligence or willful misconductmisconduct (as determined by a court of competent jurisdiction in a final non-appealable judgment). Without limitation of the generality of the foregoing, the Agent and the Issuing BankAdministrative Agent: (ai) may treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice and accepts an Assignment and Acceptance entered into by the Lender which is the payee of the assignment or transfer thereof signed by such payee Note, as assignor, and an Eligible Assignee, as assignee, as provided in form satisfactory to the AgentSection 9.07; (bii) may consult with legal counsel (including counsel for the any 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, accountants or experts; (ciii) makes no warranty or representation to any Bank Lender and shall not be responsible to any Bank Lender for any statements, warranties, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Credit DocumentsAgreement; (div) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants, covenants or conditions of this Agreement or any other Credit Document on the part of the Credit Parties any Borrower or to inspect the property (including the books and records) of the Credit Partiesany Borrower; (ev) shall not be responsible to any Bank Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of this Agreement or any other Credit Documentinstrument or document furnished pursuant hereto; and (fvi) shall incur no liability under or in respect of this Agreement or any other Credit Document by acting upon any notice, consent, certificate, certificate or other instrument or writing (which may be by telecopier or telex) reasonably believed by it to be genuine and signed or sent by the proper party or parties.109 -

Reliance, Etc. Neither the Agent, Agent nor the Issuing Bank, Collateral Agent nor any of their respective Related Parties (for the purposes of this Section 7.2Affiliates, collectivelydirectors, the "Indemnified Parties") officers, agents or employees shall be liable to any Lender, the Loan Administrator or the Board for any action taken or omitted to be taken by any Indemnified Party it or by such directors, officers, agents or employees under or in connection with this Agreement Agreement, the Notes or the any other Credit Documents, INCLUDING ANY INDEMNIFIED PARTY'S OWN NEGLIGENCELoan Document, except for any Indemnified Party's its or their own gross negligence or willful misconductmisconduct as actually and finally determined by a final, non-appealable judgment of a court of competent jurisdiction and only to the extent of direct (as opposed to special, indirect, consequential or punitive) damages. Without limitation of the generality of the foregoing, each of the Agent and the Issuing BankCollateral Agent: (a) may treat the payee of any Note as the holder thereof until the Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Agent; (bi) may consult with legal counsel (including counsel for the Borrower)counsel, independent public accountants, accountants and other experts selected by it and shall not be liable to any Lender, the Loan Administrator or the Board for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants, or experts; (cii) makes no warranty or representation to any Bank Lender, the Loan Administrator or, except as expressly provided in the Board Guaranty, the Board and shall not be responsible to any Bank Lender, the Loan Administrator or, except as expressly provided in the Board Guaranty, the Board for any statements, warranties, warranties or representations (whether oral or written) made in or in connection with this Agreement Agreement, the Notes or the any other Credit DocumentsLoan Document; (diii) shall not have any duty duty, and shall incur no liability for its failure, to ascertain or to inquire as to the performance or observance of any of the terms, covenants, covenants or conditions of this Agreement Agreement, the Notes or any other Credit Loan Document on the part of Group or the Credit Parties Borrower or to inspect the property (including the books and records) of the Credit Partiesany Obligor; (eiv) shall not be responsible to any Bank Lender, the Loan Administrator or the Board for the due execution, legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of this Agreement Agreement, the Notes or any other Credit Loan Document, or any other instrument or document furnished pursuant thereto; and (fv) shall incur no liability under or in respect of to this Agreement Agreement, the Notes or any other Credit Loan Document by acting upon any notice, consent, certificate, certificate or other instrument or writing (which may be by telecopier telegram, facsimile transmission, cable or telex) reasonably believed by it to be genuine and signed or sent by the proper party or parties; and (vi) may deem and treat each Lender which makes a loan hereunder as the holder of the indebtedness resulting therefrom for all purposes hereof until the Agent receives and accepts an Assignment and Acceptance entered into by such Lender, as assignor, and an eligible assignee as provided in Section 11.2.

Reliance, Etc. Neither None of the Operating Agent, the Issuing Bank, any Affiliate ------------- thereof nor any of their respective Related Parties (for the purposes of this Section 7.2directors, collectivelyofficers, the "Indemnified Parties") shall agents or employees will be liable for any action taken or omitted to be taken by any Indemnified Party of them under or in connection with this Agreement Agreement, the Program Documents or the other Credit Related Documents, INCLUDING ANY INDEMNIFIED PARTY'S OWN NEGLIGENCE, except for any Indemnified Party's when caused solely by their own gross negligence or willful misconduct. Without limitation of limiting the generality of the foregoing, and notwithstanding any term or provision hereof to the Agent contrary, the Seller, the Servicer and the Issuing Bank: Purchaser hereby acknowledge and agree that the Operating Agent (a) may treat acts as agent hereunder for the payee of Purchaser and has no duties or obligations to, will incur no liabilities or obligations to, and does not act as anagent in any Note as capacity for, the holder thereof until Seller or the Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Agent; Originator, (b) may consult with legal counsel (including counsel for the Borrower)counsel, independent public accountants, accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants, accountants or experts; , (c) makes no warranty or representation to any Bank hereunder and shall not be responsible to any Bank for any statements, warranties, warranties or representations made in or in connection with this Agreement Agreement, the Program Documents or the other Credit Related Documents; , (d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants, covenants or conditions of this Agreement Agreement, the Program Documents or any other Credit Document Related Documents on the part of the Credit Parties Seller, the Servicer or the Purchaser or to inspect the property (including the books and records) of the Credit Parties; Seller, the Servicer or the Purchaser, (e) shall not be responsible to any Bank the Seller, the Servicer or the Purchaser for the due execution, legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of this Agreement or any other Credit Document; and instrument or document furnished pursuant hereto (including the Related Documents), (f) shall incur no liability under or in respect of this Agreement Agreement, the Program Documents or any other Credit Document the Related Documents by acting upon any noticenotice or communication (including a communication by telephone), consent, certificate, certificate or other instrument or writing (which may be by telecopier or telex) reasonably believed by it to be genuine and signed signed, sent or sent communicated by the proper party or partiesparties and (g) shall not be bound to make any investigation into the facts or matters stated in any notice or other communication hereunder and may rely on the accuracy of such facts or matters.

Reliance, Etc. Neither (a) None of the Agent, the Issuing Bank, Agents nor any of their respective Related Parties (for the purposes of this Section 7.2directors, collectivelyofficers, the "Indemnified Parties") agents or employees shall be liable for any action taken or omitted to be taken by any Indemnified Party it or them under or in connection with this Agreement or the other Credit Loan Documents, INCLUDING ANY INDEMNIFIED PARTY'S OWN NEGLIGENCE, except for any Indemnified Party's its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Agent and the Issuing BankAdministrative Agent: (ai) may treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice and accepts an Assignment and Acceptance entered into by the Lender which is the payee of the assignment or transfer thereof signed by such payee Note, as assignor, and an Eligible Assignee, as assignee, as provided in form satisfactory to the AgentSection 9.07; (bii) may consult with legal counsel (including counsel for the any 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, accountants or experts; (ciii) makes no warranty or representation to any Lender or Issuing Bank and shall not be responsible to any Lender or Issuing Bank for any statements, warranties, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Credit DocumentsAgreement; (div) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants, covenants or conditions of this Agreement or any other Credit Document on the part of the Credit Parties any Borrower or to inspect the property (including the books and records) of the Credit Partiesany Borrower; (ev) shall not be responsible to any Bank Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of this Agreement or any other Credit Documentinstrument or document furnished pursuant hereto; and (fvi) shall incur no liability under or in respect of this Agreement or any other Credit Document by acting upon any notice, consent, certificate, certificate or other instrument or writing (which may be MARRIOTT CREDIT AGREEMENT 88 by telecopier telecopier, telegram, cable or telex) reasonably believed by it to be genuine and signed or sent by the proper party or parties.

Reliance, Etc. Neither None of the Agent, the Issuing Bank, nor any of their Affiliates and their respective Related Parties (for the purposes of this Section 7.2directors, collectivelyofficers, the "Indemnified Parties") agents or employees shall be liable for any action taken or omitted to be taken by any Indemnified Party it or them under or in connection with this Agreement or the other Credit Documents, INCLUDING ANY INDEMNIFIED PARTY'S OWN NEGLIGENCEAgreement, except for any Indemnified Party's its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Agent and the Issuing Bank: (a) may treat the payee of any Note as the holder thereof until the Agent receives written notice and accepts an Assignment and Acceptance entered into by the Bank which is the payee of the assignment or transfer thereof signed by such payee Note, as assignor, and an Eligible Assignee, as assignee, as provided in form satisfactory to the AgentSection 9.02; (b) may consult with legal counsel (including counsel for 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, accountants or experts; (c) makes no HOU04:43581.4 warranty or representation to any Bank and shall not be responsible to any Bank for any statements, warranties, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Credit Loan Documents; (d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants, covenants or conditions of this Agreement or any the other Credit Document Loan Documents on the part of the Credit Parties Borrower or any other Person or to inspect the property (including the books and records) of the Credit PartiesBorrower or any other Person; (e) shall not be responsible to any Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of this Agreement any Loan Document, any collateral provided for therein, or any other Credit Documentinstrument or document furnished pursuant thereto; and (f) shall incur no liability under or in respect of this Agreement or any other Credit Document by acting upon any notice, consent, certificate, certificate or other instrument or writing (which may be by telecopier telecopier, telegram, cable or telex) reasonably believed by it to be genuine and signed or sent by the proper party or parties. None of the Agent, the Issuing Bank, their Affiliates and their respective directors, officers, employees or agents shall have any responsibility to the Borrower on account of the failure or delay in performance or breach by any Bank of any of its obligations hereunder or to any Bank on account of the failure of or delay in performance or breach by any other Bank or the Borrower of any of its obligations hereunder or in connection herewith; provided, however, that the foregoing shall not relieve BTCo of its obligations as a Bank hereunder.

Reliance, Etc. Neither the The Agent, the Issuing Bank, nor any of Funds Administrator and their respective Related Parties (for the purposes of this Section 7.2directors, collectivelyofficers, the "Indemnified Parties") agents or employees shall not be liable for any action taken or omitted to be taken by any Indemnified Party it or them under or in connection with this Agreement or the other Credit Documents, INCLUDING ANY INDEMNIFIED PARTY'S OWN NEGLIGENCEAgreement, except for any Indemnified Party's such acts or omissions of such Person constituting gross negligence or willful misconductmisconduct on the part of such Person (IT BEING THE EXPRESS INTENTION OF THE PARTIES THAT THE AGENT, THE FUNDS ADMINISTRATOR AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS SHALL HAVE NO LIABILITY FOR ACTIONS AND OMISSIONS HEREUNDER RESULTING THAT CONSTITUTE ORDINARY NEGLIGENCE, WHETHER SOLE OR CONTRIBUTORY) OR RESULT IN STRICT LIABILITY. Without limitation of the generality of the foregoing, each of the Agent and the Issuing BankFunds Administrator: (a) may treat the payee of any Note as the holder thereof until the Agent receives written notice and accepts an Assignment and Acceptance entered into by the Bank which is the payee of such Note, as assignor, and an Eligible Assignee, as assignee, as provided in Section 9.02, and the assignment or transfer thereof signed by Agent notifies such payee and in form satisfactory to the AgentPerson thereof; (b) may consult with legal counsel (including counsel for 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, accountants or experts; (c) makes no warranty or representation to any Bank and shall not be responsible to any Bank for any statements, warranties, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Credit Loan Documents; (d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants, covenants or conditions of this Agreement or any the other Credit Document Loan Documents on the part of the Credit Parties Borrower or any other Person or to inspect the property (including the books and records) of the Credit PartiesBorrower or any other Person; (e) shall not be responsible to any Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of this Agreement any Loan Document, any collateral provided for therein, or any other Credit Documentinstrument or document furnished pursuant thereto; and (f) shall incur no liability under or in respect of this Agreement or any other Credit Document by acting upon any notice, consent, certificate, certificate or other instrument or writing (which may be by telecopier telecopier, telegram, cable or telex) reasonably believed by it to be genuine and signed or sent by the proper party or parties. The Agent, the Funds Administrator and their respective directors, officers, employees or agents shall not have any responsibility to the Borrower on account of the failure or delay in performance or breach by any Bank of any of its obligations hereunder or to any Bank on account of the failure of or delay in performance or breach by any other Bank or the Borrower of any of their respective obligations hereunder or in connection herewith.

Reliance, Etc. Neither (a) None of the Administrative Agent, any Managing Agent, the Issuing BankDocumentation Agent, nor the Letter of Credit Agent or any of their respective Related Parties (for the purposes of this Section 7.2directors, collectivelyofficers, the "Indemnified Parties") agents or employees shall be liable for any action taken or omitted to be taken by any Indemnified Party it or them under or in connection with this Agreement or the other Credit Loan Documents, INCLUDING ANY INDEMNIFIED PARTY'S OWN NEGLIGENCE, except for any Indemnified Party's its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Agent and the Issuing BankAdministrative Agent: (ai) may treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice and accepts an Assignment and Acceptance entered into by the Lender which is the payee of the assignment or transfer thereof signed by such payee Note, as assignor, and an Eligible Assignee, as assignee, as provided in form satisfactory to the AgentSection 9.07; (bii) may consult with legal counsel (including counsel for 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, accountants or experts; (ciii) makes no warranty or representation to any Bank Lender and shall not be responsible to any Bank Lender for any statements, warranties, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Credit DocumentsAgreement; (div) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants, covenants or conditions of this Agreement or any other Credit Document on the part of the Credit Parties Borrower or to inspect the property (including the books and records) of the Credit PartiesBorrower; (ev) shall not be responsible to any Bank Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of this Agreement or any other Credit Documentinstrument or document furnished pursuant hereto; and (fvi) shall incur no liability under or in respect of this Agreement or any other Credit Document by acting upon any notice, consent, certificate, certificate or other instrument or writing (which may be by telecopier telecopier, telegram, cable or telex) reasonably believed by it to be genuine and signed or sent by the proper party or parties.

Reliance, Etc. Neither the Agent, the Issuing Bank, Administrative Agent nor any of their respective Related Parties (for the purposes of this Section 7.2its directors, collectivelyofficers, the "Indemnified Parties") agents or employees shall be liable for any action taken or omitted to be taken by any Indemnified Party it or them under or in connection with this Agreement or the other Credit Financing Documents, INCLUDING ANY INDEMNIFIED PARTY'S OWN NEGLIGENCE, except for any Indemnified Party's its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Agent and the Issuing Bank: (a) the Administrative Agent may treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice and accepts an Assignment and Acceptance entered into by the Lender Party that is the payee of the assignment or transfer thereof signed by such payee Note, as assignor, and an Eligible Assignee, as assignee, as provided in form satisfactory to the AgentSection 8.07; (b) the Administrative Agent may consult with legal counsel (including counsel for the Borrower), independent public accountants, accountants and other experts selected in good faith by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants, accountants or experts; (c) the Administrative Agent makes no warranty or representation to any Bank Lender Party and shall not be responsible to any Bank Lender Party for any statements, warranties, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Credit Financing Documents; (d) the Administrative Agent shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants, covenants or conditions of this Agreement or any other Credit Financing Document on the part of the Credit Parties Borrower or to inspect the property (including the books and records) of the Credit PartiesBorrower (except to confirm receipt of items expressly required to be delivered to the Administrative Agent in Article III); (e) the Administrative Agent 73 AESC Credit Agreement shall not be responsible to any Bank Lender Party for the due execution, legality, validity, enforceability, genuineness, sufficiencysufficiency or value of, or value the perfection or priority of this Agreement any lien or security interest created or purported to be created under or in connection with, any Financing Document or any other Credit Documentinstrument or document furnished pursuant thereto; and (f) the Administrative Agent shall incur no liability under or in respect of this Agreement or any other Credit Financing Document by acting upon any notice, consent, certificate, certificate or other instrument or writing (which may be by telecopier telegram, telecopy or telex) reasonably believed by it to be genuine and signed or sent by the proper party or parties.

Reliance, Etc. Neither None of the Agent, the Issuing Bank, nor Administrative Agent or any of their respective Related Parties (for the purposes of this Section 7.2its directors, collectivelyofficers, the "Indemnified Parties") agents or employees shall be liable for any action taken or omitted to be taken by any Indemnified Party it or them under or in connection with this Agreement or the other Credit Documents, INCLUDING ANY INDEMNIFIED PARTY'S OWN NEGLIGENCEAgreement, except for any Indemnified Party's its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Agent and the Issuing BankAdministrative Agent: (ai) may treat the payee of Lender that made any Note Advance as the holder thereof of the Debt resulting therefrom until the Administrative Agent receives written notice of and accepts an Assumption Agreement entered into by an Assuming Lender as provided in Section 2.15 or 2.16, as the assignment case may be, or transfer thereof signed an Assignment and Acceptance entered into by such payee Lender, as assignor, and an assignee, as provided in form satisfactory to the AgentSection 8.07; (bii) may consult with legal counsel (including counsel for 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, accountants or experts; (ciii) makes no warranty or representation to any Bank Lender and shall not be responsible to any Bank Lender for any statements, warranties, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Credit DocumentsAgreement; (div) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants, covenants or conditions of this Agreement or any other Credit Document on the part of the Credit Parties Borrower or any Borrowing Subsidiary or to inspect the property (including the books and records) of the Credit PartiesBorrower or any Borrowing Subsidiary; (ev) shall not be responsible to any Bank Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of this Agreement or any other Credit Documentinstrument or document furnished pursuant hereto; and (fvi) shall incur no liability under or in respect of this Agreement or any other Credit Document by acting upon any notice, consent, certificate, certificate or other instrument or writing (which may be by telecopier telecopier, telegram or telex) reasonably believed by it to be genuine and signed or sent by the proper party or parties.

Reliance, Etc. Neither the Agent, the Issuing Bank, Agent nor any of their respective Related Parties (for the purposes of this Section 7.2its directors, collectivelyofficers, the "Indemnified Parties") agents or employees shall be liable for any action taken or omitted to be taken by any Indemnified Party it or them under or in connection with this Agreement or the other Credit Documents, INCLUDING ANY INDEMNIFIED PARTY'S OWN NEGLIGENCEAgreement, except for any Indemnified Party's its or their own gross negligence or willful misconduct. Without limitation of limiting the generality of the foregoing, the Agent and the Issuing Bank: (a) may treat the payee of any Note as the holder thereof until the Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Agent; (bi) may consult with legal counsel (including counsel for 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, accountants or experts; (cii) makes no warranty or representation to any Bank Lender and shall not be responsible to any Bank of them for any statements, warranties, warranties or representations made in or in connection with this Agreement or the other Credit DocumentsAgreement; (diii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants, covenants or conditions of this Agreement or any other Credit Document the FMR Guaranty on the part of the Credit Parties Borrower or the Guarantor or to inspect the property (including the books and records) of the Credit PartiesBorrower, the Guarantor, or any of its Subsidiaries; (eiv) shall not be responsible to any Bank Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of this Agreement or any other Credit Documentinstrument or document furnished pursuant hereto; (v) shall be deemed not to have knowledge of any Default or Acceleration Event unless and until written notice thereof is given to it by the Borrower or the Guarantor or a Lender; and (fvi) shall incur no liability under or in respect of this Agreement or any other Credit Document by acting upon any notice, consent, certificate, certificate or other instrument or writing (which may be by telecopier or telextelecopy) reasonably believed by it to be genuine and signed or sent by the proper party or parties. Section 8.03.

Reliance, Etc. Neither (a) None of the Agent, the Issuing Bank, Agents nor any of their respective Related Parties (for the purposes of this Section 7.2directors, collectivelyofficers, the "Indemnified Parties") agents or employees shall be liable for any action taken or omitted to be taken by any Indemnified Party it or them under or in connection with this Agreement or the other Credit Loan Documents, INCLUDING ANY INDEMNIFIED PARTY'S OWN NEGLIGENCE, except for any Indemnified Party's its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Agent and the Issuing BankAdministrative Agent: (ai) may treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice and accepts an Assignment and Acceptance entered into by the Lender which is the payee of the assignment or transfer thereof signed by such payee Note, as assignor, and an Eligible Assignee, as assignee, as provided in form satisfactory to the AgentSection 9.07; (bii) may consult with legal counsel (including counsel for 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, accountants or experts; (ciii) makes no warranty or representation to any Bank Lender and shall not be responsible to any Bank Lender for any statements, warranties, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Credit DocumentsAgreement; (div) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants, covenants or conditions of this Agreement or any other Credit Document on the part of the Credit Parties Borrower or to inspect the property (including the books and records) of the Credit PartiesBorrower; (ev) shall not be responsible to any Bank Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of this Agreement or any other Credit Documentinstrument or document furnished pursuant hereto; and (fvi) shall incur no liability under or in respect of this Agreement or any other Credit Document by acting upon any notice, consent, certificate, certificate or other instrument or writing (which may be by telecopier electronic mail, telecopier, telegram, cable or telex) reasonably believed by it to be genuine and signed or sent by the proper party or parties. (b) The Arrangers, as such, and the Syndication Agents, as such, each referred to on the cover page hereto, shall have no duties or obligations whatsoever to the Lenders under or with respect to this Agreement, the Notes or any other document or any matter related thereto.

Reliance, Etc. Neither (a) None of the Agent, the Issuing Bank, Agents nor any of their respective Related Parties (for the purposes of this Section 7.2directors, collectivelyofficers, the "Indemnified Parties") agents or employees shall be liable for any action taken or omitted to be taken by any Indemnified Party it or them under or in connection with this Agreement or the other Credit Loan Documents, INCLUDING ANY INDEMNIFIED PARTY'S OWN NEGLIGENCE, except for any Indemnified Party's its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Agent and the Issuing BankAdministrative Agent: (ai) may treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice and accepts an Assignment and Acceptance entered into by the Lender which is the payee of the assignment or transfer thereof signed by such payee Note, as assignor, and an Eligible Assignee, as assignee, as provided in form satisfactory to the AgentSection 9.07; (bii) may consult with legal counsel (including counsel for the any 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, accountants or experts; (ciii) makes no warranty or representation to any Bank Lender and shall not be responsible to any Bank Lender for any statements, warranties, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Credit DocumentsAgreement; (div) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants, covenants or conditions of this Agreement or any other Credit Document on the part of the Credit Parties any Borrower or to inspect the property (including the books and records) of the Credit Partiesany Borrower; (ev) shall not be responsible to any Bank Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of this Agreement or any other Credit Documentinstrument or document furnished pursuant hereto; and (fvi) shall incur no liability under or in respect of this Agreement or any other Credit Document by acting upon any notice, consent, certificate, certificate or other instrument or writing (which may be by telecopier electronic mail, telecopier, telegram, cable or telex) reasonably believed by it to be genuine and signed or sent by the proper party or parties.. (b) The Arrangers, as such, the Co-Documentation Agents, as such, and the Syndication Agent, as such, each referred to on the cover page hereto, shall have no duties or 85

Reliance, Etc. Neither the Agent, the Issuing Bank, nor any of their respective Related Parties (for the purposes of this Section 7.2, collectively, the "Indemnified Parties") shall be liable for any action taken or omitted to be taken by any Indemnified Party under or in connection with this Agreement or the other Credit Documents, INCLUDING ANY INDEMNIFIED PARTY'S OWN NEGLIGENCE, except for any Indemnified Party's gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Agent and the Issuing Bank: (a) may treat the payee of any Revolving Loan Note as the holder thereof until the Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Agent; (b) may consult with legal counsel (including counsel for the Borrower), independent public accountants, and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants, or experts; (c) makes no warranty or representation to any Bank and shall not be responsible to any Bank for any statements, warranties, or representations made in or in connection with this Agreement or the other Credit Documents; (d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants, or conditions of this Agreement or any other Credit Document on the part of the Credit Parties or to inspect the property (including the books and records) of the Credit Parties; (e) shall not be responsible to any Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency, or value of this Agreement or any other Credit Document; and (f) shall incur no liability under or in respect of this Agreement or any other Credit Document by acting upon any notice, consent, certificate, or other instrument or writing (which may be by telecopier or telex) reasonably believed by it to be genuine and signed or sent by the proper party or parties.

Reliance, Etc. Neither the Agent, the Issuing Bank, Arranger nor any Agent nor any of their respective Related Parties (for the purposes of this Section 7.2directors, collectivelyofficers, the "Indemnified Parties") agents or employees shall be liable for any action taken or omitted to be taken by any Indemnified Party it or them under or in connection with this Agreement or the other Credit Loan Documents, INCLUDING ANY INDEMNIFIED PARTY'S OWN NEGLIGENCE, except for any Indemnified Party's its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Agent Arranger and the Issuing Bankeach Agent: (a) may treat the payee of any Note as the holder thereof until until, in the case of the Administrative Agent, the Administrative Agent receives written and accepts an Assignment and Acceptance entered into by the Lender that is the payee of such Note, as assignor, and an Eligible Assignee, as assignee, or, in the case of any other Agent or the Arranger, such Agent or the Arranger has received notice of from the assignment or transfer thereof signed by Administrative Agent that it has received and accepted such payee Assignment and Acceptance, in form satisfactory to the Agenteach case as provided in Section 8.07; (b) may consult with legal counsel (including counsel for the Borrowerany Loan Party), independent public accountants, accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants, accountants or experts; (c) makes no warranty or representation to any Bank Lender Party and shall not be responsible to any Bank Lender Party for any statements, warranties, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Credit Loan Documents; (d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants, covenants or conditions of this Agreement or any other Credit Loan Document on the part of the Credit Parties any Loan Party or to inspect the property (including the books and records) of the Credit Partiesany Loan Party; (e) shall not be responsible to any Bank Lender Party for the due execution, legality, validity, enforceability, genuineness, sufficiencysufficiency or value of, or value the perfection or priority of this Agreement any lien or security interest created or purported to be created under or in connection with, any Loan Document or any other Credit Documentinstrument or document furnished pursuant thereto; and (f) shall incur no liability under or in respect of this Agreement or any other Credit Loan Document by acting upon any notice, consent, certificate, certificate or other instrument or writing (which may be by telecopier telegram, telecopy or telex) reasonably believed by it to be genuine and signed or sent by the proper party or parties.

Reliance, Etc. Neither the AgentThe Agent and its directors, the Issuing Bankofficers, nor any of their respective Related Parties (for the purposes of this Section 7.2, collectively, the "Indemnified Parties") agents or employees shall not be liable for any action taken or omitted to be taken by any Indemnified Party it or them under or in connection with this Agreement or the other Credit Documents, INCLUDING ANY INDEMNIFIED PARTY'S OWN NEGLIGENCEAgreement, except for any Indemnified Party's such acts or omissions of such Person constituting gross negligence or willful misconductmisconduct on the part of such Person (IT BEING THE EXPRESS INTENTION OF THE PARTIES THAT THE AGENT AND ITS DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS SHALL HAVE NO LIABILITY FOR ACTIONS AND OMISSIONS HEREUNDER RESULTING THAT CONSTITUTE ORDINARY NEGLIGENCE, WHETHER SOLE OR CONTRIBUTORY OR RESULT IN STRICT LIABILITY). Without limitation of the generality of the foregoing, the Agent and the Issuing BankAgent: (a) may treat the payee of any Note as the holder thereof until the Agent receives written notice and accepts an Assignment and Acceptance entered into by the Bank which is the payee of such Note, as assignor, and an Eligible Assignee, as assignee, as provided in Section 9.02, and the assignment or transfer thereof signed by Agent notifies such payee and in form satisfactory to the AgentPerson thereof; (b) may consult with legal counsel (including counsel for 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, accountants or experts; (c) makes no warranty or representation to any Bank and shall not be responsible to any Bank for any statements, warranties, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Credit Loan Documents; (d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants, covenants or conditions of this Agreement or any the other Credit Document Loan Documents on the part of the Credit Parties Borrower or any other Person or to inspect the property (including the books and records) of the Credit PartiesBorrower or any other Person; (e) shall not be responsible to any Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of this Agreement any Loan Document, any collateral provided for therein, or any other Credit Documentinstrument or document furnished pursuant thereto; and (f) shall incur no liability under or in respect of this Agreement or any other Credit Document by acting upon any notice, consent, certificate, certificate or other instrument or writing (which may be by telecopier telecopier, telegram, cable or telex) reasonably believed by it to be genuine and signed or sent by the proper party or parties. The Agent and its directors, officers, employees or agents shall not have any responsibility to the Borrower on account of the failure or delay in performance or breach by any Bank of any of its obligations hereunder or to any Bank on account of the failure of or delay in performance or breach by any other Bank or the Borrower of any of their respective obligations hereunder or in connection herewith.

Reliance, Etc. Neither the Agent, the Issuing Bank, any Agent nor any of their respective Related Parties (for the purposes of this Section 7.2its directors, collectivelyofficers, the "Indemnified Parties") agents or employees shall be liable for any action taken or omitted to be taken by any Indemnified Party it or them under or in connection with this Agreement or the other Credit Financing Documents, INCLUDING ANY INDEMNIFIED PARTY'S OWN NEGLIGENCE, except for any Indemnified Party's its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Agent and the Issuing Bank: (a) the Administrative Agent may treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice and accepts an Assignment and Acceptance entered into by the Lender Party that is the payee of the assignment or transfer thereof signed by such payee Note, as assignor, and an Eligible Assignee, as assignee, as provided in form satisfactory to the AgentSection 8.07; (b) each Agent may consult with legal counsel (including counsel for the Borrower), independent public accountants, accountants and other experts selected in good faith by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants, accountants or experts; (c) each Agent makes no warranty or representation to any Bank Lender Party and shall not be responsible to any Bank Lender Party for any statements, warranties, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Credit Financing Documents; (d) each Agent shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants, covenants or conditions of this any Financing 105 AESC Credit Agreement or any other Credit Document on the part of the Credit Parties Borrower or to inspect the property (including the books and records) of the Credit PartiesBorrower; (e) each Agent shall not be responsible to any Bank Lender Party for the due execution, legality, validity, enforceability, genuineness, sufficiencysufficiency or value of, or value the perfection or priority of this Agreement any lien or security interest created or purported to be created under or in connection with, any Financing Document or any other Credit Documentinstrument or document furnished pursuant thereto; and (f) each Agent shall incur no liability under or in respect of this Agreement or any other Credit Financing Document by acting upon any notice, consent, certificate, certificate or other instrument or writing (which may be by telecopier telegram, telecopy or telex) reasonably believed by it to be genuine and signed or sent by the proper party or parties.

Reliance, Etc. Neither the Administrative Agent, the Issuing Bank, nor any of their respective Related Parties (for the purposes of this Section 7.2, collectively, the "Indemnified PartiesINDEMNIFIED PARTIES") shall be liable for any action taken or omitted to be taken by any Indemnified Party under or in connection with this Agreement or the other Credit Documents, INCLUDING ANY INDEMNIFIED PARTY'S OWN NEGLIGENCE, except for any Indemnified Party's gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative Agent and the Issuing Bank: (a) may treat the payee of any Revolving Loan Note as the holder thereof until the Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Administrative Agent; (b) may consult with legal counsel (including counsel for the Borrower)counsel, independent public accountants, and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants, or experts; (c) makes no warranty or representation to any Bank and shall not be responsible to any Bank for any statements, warranties, or representations made in or in connection with this Agreement or the other Credit Documents; (d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants, or conditions of this Agreement or any other Credit Document on the part of the Credit Parties or to inspect the property (including the books and records) of the Credit Parties; (e) shall not be responsible to any Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency, or value of this Agreement or any other Credit Document; and (f) shall incur no liability under or in respect of this Agreement or any other Credit Document by acting upon any notice, consent, certificate, or other instrument or writing (which may be by telecopier or telex) reasonably believed by it to be genuine and signed or sent by the proper party or parties.

Reliance, Etc. Neither the Agent, the Issuing Bank, Agent nor any of their respective Related Parties (for the purposes of this Section 7.2its directors, collectivelyofficers, the "Indemnified Parties") agents or employees shall be liable for any action taken or omitted to be taken by any Indemnified Party it or them under or in connection with this Agreement or the other Credit Documents, INCLUDING ANY INDEMNIFIED PARTY'S OWN NEGLIGENCEAgreement, except for any Indemnified Party's its or their own gross negligence or willful misconduct. Without limitation of limiting the generality of the foregoing, the Agent and the Issuing Bank: (a) may treat the payee of any Note as the holder thereof until the Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Agent; (bi) may consult with legal counsel (including counsel for 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, accountants or experts; (cii) makes no warranty or representation to any Bank Lender and shall not be responsible to any Bank of them for any statements, warranties, warranties or representations made in or in connection with this Agreement or the other Credit DocumentsAgreement; (diii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants, covenants or conditions of this Agreement or any other Credit Document the FMR Guaranty on the part of the Credit Parties Borrowers or the Guarantor or to inspect the property (including the books and records) of the Credit PartiesBorrowers, the Guarantor, or any of its Subsidiaries; (eiv) shall not be responsible to any Bank Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of this Agreement or any other Credit Documentinstrument or document furnished pursuant hereto; (v) shall be deemed not to have knowledge of any Default or Acceleration Event unless and until written notice thereof is given to it by a Borrower or the Guarantor or a Lender; and (fvi) shall incur no liability under or in respect of this Agreement or any other Credit Document by acting upon any notice, consent, certificate, certificate or other instrument or writing (which may be by telecopier or telextelecopy) reasonably believed by it to be genuine and signed or sent by the proper party or parties. Section 8.03.

Reliance, Etc. Neither None of the Agent, the Issuing Bank, nor Agent or any of their respective Related Parties (for the purposes of this Section 7.2its directors, collectivelyofficers, the "Indemnified Parties") agents, Affiliates or employees shall be liable for any action taken or omitted to be taken by any Indemnified Party it under or in connection with this Agreement or the other Credit Loan Documents, INCLUDING ANY INDEMNIFIED PARTY'S OWN NEGLIGENCE, except for any Indemnified Party's its own gross negligence or willful misconductmisconduct as determined by a final judgment of a court of competent jurisdiction. Without limitation of limiting the generality of the foregoing, the Agent and the Issuing Bank: (ai) may treat the payee of any Note Revolving Credit Notes as the holder thereof until the Agent receives written notice of the assignment or transfer thereof thereof, pursuant to Section 9.08 hereof, signed by such payee and in form satisfactory to the Agentit; (bii) may consult with legal counsel (including including, without limitation, counsel for to the Borrower), independent public accountants, and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants, accountants or experts; (ciii) makes no warranty or representation to any Bank Lender and shall not be responsible to any Bank Lender for any statements, warrantiescertificates, warranties or representations made in or in connection with this Agreement or the other Credit Loan Documents; (div) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants, covenants or conditions of this Agreement or any the other Credit Document Loan Documents on the part of the Credit Parties or to inspect the property (including the books and records) of the Credit Partiesany Person; (ev) shall not be responsible to any Bank Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of this Agreement or the other Loan Documents or any other Credit Documentinstrument or document furnished pursuant hereto or thereto; (vi) shall not be deemed to have made any representation or warranty regarding the existence, value or collectibility of 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, except for its own gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction; and (fvii) shall incur no liability under or in respect of this Agreement or any the other Credit Document Loan Documents by acting upon any notice, consent, certificate, certificate or other instrument or writing (which may be by telecopier telegram, telecopy, cable or telex) reasonably believed by it to be genuine and signed or sent by the proper party or parties.

Reliance, Etc. Neither (a) None of the Agent, the Issuing Bank, Agents nor any of their respective Related Parties (for the purposes of this Section 7.2directors, collectivelyofficers, the "Indemnified Parties") agents or employees shall be liable for any action taken or omitted to be taken by any Indemnified Party it or them under or in connection with this Agreement or the other Credit Loan Documents, INCLUDING ANY INDEMNIFIED PARTY'S OWN NEGLIGENCE, except for any Indemnified Party's its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Agent and the Issuing BankAdministrative Agent: (ai) may treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice and accepts an Assignment and Acceptance entered into by the Lender which is the payee of the assignment or transfer thereof signed by such payee Note, as assignor, and an Eligible Assignee, as assignee, as provided in form satisfactory to the AgentSection 9.07; (bii) may consult with legal counsel (including counsel for the any 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, accountants or experts; (ciii) makes no warranty or representation to any Bank Lender and shall not be responsible to any Bank Lender for any statements, warranties, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Credit DocumentsAgreement; (div) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants, covenants or conditions of this Agreement or any other Credit Document on the part of the Credit Parties any Borrower or to inspect the property (including the books and records) of the Credit Partiesany Borrower; (ev) shall not be responsible to any Bank Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of this Agreement or any other Credit Documentinstrument or document furnished pursuant hereto; and (fvi) shall incur no liability under or in respect of this Agreement or any other Credit Document by acting upon any notice, consent, certificate, certificate or other instrument or writing (which may be by telecopier electronic mail, telecopier, telegram, cable or telex) reasonably believed by it to be genuine and signed or sent by the proper party or parties. FIFTH AMENDED AND RESTATED CREDIT AGREEMENT FMC CORPORATION 93 (b) The Arrangers, as such, the Co-Documentation Agents, as such, and the Syndication Agent, as such, each referred to on the cover page hereto, shall have no duties or obligations whatsoever to the Lenders under or with respect to this Agreement, the Notes or any other document or any matter related thereto. SECTION 8.03. The Agents and their Affiliates as Lenders. With respect to its respective Commitment as a Lender, the Loans made by it as a Lender, the Letters of Credit issued by it as an Issuing Bank and the Notes issued to it as a Lender, each of the Agents party to this Agreement as Lender and/or Issuing Bank shall have the same rights and powers under this Agreement as any other Lender in its capacity as a Lender and/or any other Issuing Bank in its capacity as Issuing Bank and may exercise the same as though it were not an Agent; and the term “Lender” or “Lenders” shall, unless otherwise expressly indicated, include each Agent in its individual capacity as a Lender and/or an Issuing Bank. Each Agent, in its individual capacity as a Lender and/or an Issuing Bank, and its affiliates may accept deposits from, lend money to, act as trustee under indentures of, and generally engage in any kind of business with, any Borrower, any of its Subsidiaries and any Person who may do business with or own securities of any Borrower or any such Subsidiary, all as if the such Agent were not an Agent under this Agreement and without any duty to account therefor to the Lenders. SECTION 8.04.

Reliance, Etc. Neither the Agent, the Issuing Bank, Lead Arrangers nor any Agent nor any of their respective Related Parties (for the purposes of this Section 7.2directors, collectivelyofficers, the "Indemnified Parties") agents or employees shall be liable for any action taken or omitted to be taken by any Indemnified Party it or them under or in connection with this Agreement or the other Credit Loan Documents, INCLUDING ANY INDEMNIFIED PARTY'S OWN NEGLIGENCE, except for any Indemnified Party's its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Agent Lead Arrangers and the Issuing Bankeach Agent: (a) may treat the payee of any Note as the holder thereof until until, in the case of the Administrative Agent, the Administrative Agent receives written and accepts an Assignment and Assumption entered into by the Lender that is the payee of such Note, as assignor, and an Eligible Assignee, as assignee, or, in the case of any other Agent or the Lead Arrangers, such Agent or the Lead Arrangers has received notice of from the assignment or transfer thereof signed by Administrative Agent that it has received and accepted such payee Assignment and Assumption, in form satisfactory to the Agenteach case as provided in Section 8.07; (b) may consult with legal counsel (including counsel for the Borrowerany Loan Party), independent public accountants, accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants, accountants or experts; (c) makes no warranty or representation to any Bank Lender Party and shall not be responsible to any Bank Lender Party for any statements, warranties, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Credit Loan Documents; (d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants, covenants or conditions of this Agreement or any other Credit Loan Document on the part of the Credit Parties any Loan Party or to inspect the property (including the books and records) of the Credit Partiesany Loan Party; (e) shall not be responsible to any Bank Lender Party for the due execution, legality, validity, enforceability, genuineness, sufficiencysufficiency or value of, or value the perfection or priority of this Agreement any lien or security interest created or purported to be created under or in connection with, any Loan Document or any other Credit Documentinstrument or document furnished pursuant thereto; and (f) shall incur no liability under or in respect of this Agreement or any other Credit Loan Document by acting upon any notice, consent, certificate, certificate or other instrument or writing (which may be by telecopier telegram, telecopy or telex) reasonably believed by it to be genuine and signed or sent by the proper party or parties.. Steel Dynamics – Credit Agreement Back to Contents

Reliance, Etc. Neither the Agent, Joint Lead Arrangers nor the Issuing Bank, Administrative Agent nor any of their respective Related Parties (for the purposes of this Section 7.2directors, collectivelyofficers, the "Indemnified Parties") agents or employees shall be liable for any action taken or omitted to be taken by any Indemnified Party it or them under or in connection with this Agreement or the other Credit Loan Documents, INCLUDING ANY INDEMNIFIED PARTY'S OWN NEGLIGENCE, except for any Indemnified Party's its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Agent Joint Lead Arrangers and the Issuing BankAdministrative Agent: (a) may treat the payee of any Note as the holder thereof until until, in the case of the Administrative Agent, the Administrative Agent receives written notice and accepts an Assignment and Assumption entered into by the Lender that is the payee of such Note, as assignor, and an Eligible Assignee, as assignee, or, in the case of the assignment Administrative Agent or transfer thereof signed by the Joint Lead Arrangers, the Administrative Agent or the Joint Lead Arrangers has received notice from the Administrative Agent that it has received and accepted such payee Assignment and Assumption, in form satisfactory to the Agenteach case as provided in Section 8.07; (b) may consult with legal counsel (including counsel for 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, accountants or experts; (c) makes no warranty or representation to any Bank Lender Party and shall not be responsible to any Bank Lender Party for any statements, warranties, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Credit Loan Documents; (d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants, covenants or conditions of this Agreement or any other Credit Loan Document on the part of the Credit Parties Borrower or to inspect the property (including the books and records) of the Credit PartiesBorrower; (e) shall not be responsible to any Bank Lender Party for the due execution, legality, validity, enforceability, genuineness, sufficiencysufficiency or value of, or value the perfection or priority of this Agreement any lien or security interest created or purported to be created under or in connection with, any Loan Document or any other Credit Documentinstrument or document furnished pursuant thereto; and (f) shall incur no liability under or in respect of this Agreement or any other Credit Loan Document by acting upon any notice, consent, certificate, certificate or other instrument or writing (which may be by telecopier telegram or telexfacsimile) reasonably believed by it to be genuine and signed or sent by the proper party or parties.. 95 SDI – Credit Agreement

Reliance, Etc. Neither (a) None of the Administrative Agent, the Issuing Bank, nor any Lead Managing Agent or any Arranger or any of their respective Related Parties (for the purposes of this Section 7.2directors, collectivelyofficers, the "Indemnified Parties") agents or employees shall be liable for any action taken or omitted to be taken by any Indemnified Party it or them under or in connection with this Agreement or the other Credit Loan Documents, INCLUDING ANY INDEMNIFIED PARTY'S OWN NEGLIGENCE, except for any Indemnified Party's its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Agent and the Issuing BankAdministrative Agent: (ai) may treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice and accepts an Assumption Agreement entered into by an Assuming Lender as provided in Section 2.18, or an Assignment and Acceptance entered into by the Lender that is the payee of the assignment or transfer thereof signed by such payee Note, as assignor, and an Eligible Assignee, as assignee, as provided in form satisfactory to the AgentSection 9.07; (bii) may consult with legal counsel (including counsel for the Borrowerany Obligated Party), independent public accountants, accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants, accountants or experts; (ciii) makes no warranty or representation to any Bank Lender and shall not be responsible to any Bank Lender for any statements, warranties, warranties or representations made in or in connection with this Agreement or the other Credit Loan Documents; (div) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants, covenants or conditions of this Agreement or any other Credit Loan Document on the part of the Credit Parties any Obligated Party or to inspect the property (including the books and records) of the Credit Partiesany Obligated Party; (ev) shall not be responsible to any Bank Lender for the due execution, legality, validity, enforceability, genuineness, sufficiencysufficiency or value of, or value the perfection or priority of this Agreement any Lien created or purported to be created under or in connection with, any Loan Document or any other Credit Documentinstrument or document furnished pursuant hereto; and (fvi) shall incur no liability under or in respect of this Agreement or any other Credit Loan Document by acting upon any notice, consent, certificate, certificate or other instrument or writing (which may be by telecopier telegram, telecopy, cable or telex) reasonably believed by it to be genuine and signed or sent by the proper party or parties.

Reliance, Etc. Neither None of the Agent, the Issuing Bank, nor Agent or any of their respective Related Parties (for the purposes of this Section 7.2its directors, collectivelyofficers, the "Indemnified Parties") agents, Affiliates or employees shall be liable for any action taken or omitted to be taken by any Indemnified Party it under or in connection with this Agreement or the other Credit Loan Documents, INCLUDING ANY INDEMNIFIED PARTY'S OWN NEGLIGENCE, except for any Indemnified Party's its own gross negligence or willful misconductmisconduct as determined by a final judgment of a court of competent jurisdiction. Without limitation of limiting the generality of the foregoing, the Agent and the Issuing Bank: (ai) may treat the payee of any Note Revolving Credit Notes as the holder thereof until the Agent receives written notice of the assignment or transfer thereof thereof, pursuant to Section 12.08 hereof, signed by such payee and in form satisfactory to the Agentit; (bii) may consult with legal counsel (including including, without limitation, counsel for to the BorrowerBorrowers), 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, accountants or experts; (ciii) makes no warranty or representation to any Bank Lender and shall not be responsible to any Bank Lender for any statements, warrantiescertificates, warranties or representations made in or in connection with this Agreement or the other Credit Loan Documents; (div) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants, covenants or conditions of this Agreement or any the other Credit Document Loan Documents on the part of the Credit Parties any Person or to inspect the Collateral or other property (including including, without limitation, the books and records) of the Credit Partiesany Person; (ev) shall not be responsible to any Bank Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of this Agreement or the other Loan Documents or any other Credit Documentinstrument or document DOC ID - 18336046.11 furnished pursuant hereto or 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 thereon, or the Borrowing Base or any certificate prepared by the Borrowers 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, except for its own gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction; and (fvii) shall incur no liability under or in respect of this Agreement or any the other Credit Document Loan Documents by acting upon any notice, consent, certificate, certificate or other instrument or writing (which may be by telecopier including any telephonic notice, electronic message, Internet or telexintranet website posting or other distribution) reasonably believed by it to be genuine and signed or sent by the proper party or parties.

Reliance, Etc. Neither the Agent, the any Issuing Bank, nor any of their respective Related Parties (for the purposes of this Section 7.2, collectively, the "Indemnified Parties") shall be liable for any action taken or omitted to be taken by any Indemnified Party under or in connection with this Agreement or the other Credit Documents, INCLUDING ANY INDEMNIFIED PARTY'S OWN NEGLIGENCE, except for any Indemnified Party's gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Agent and the any Issuing Bank: (a) may treat the payee of any Note as the holder thereof until the Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Agent; (b) may consult with legal counsel (including counsel for the Borrower), independent public accountants, and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants, or experts; (c) makes no warranty or representation to any Bank and shall not be responsible to any Bank for any statements, warranties, or representations made in or in connection with this Agreement or the other Credit Documents; (d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants, or conditions of this Agreement or any other Credit Document on the part of the Credit Parties or to inspect the property (including the books and records) of the Credit Parties; (e) shall not be responsible to any Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency, or value of this Agreement or any other Credit Document; and (f) shall incur no liability under or in respect of this Agreement or any other Credit Document by acting upon any notice, consent, certificate, or other instrument or writing (which may be by telecopier or telex) reasonably believed by it to be genuine and signed or sent by the proper party or parties.

Reliance, Etc. Neither the Agent, the Issuing Bank, Administrative Agent nor any of their respective Related Parties (for the purposes of this Section 7.2its directors, collectivelyofficers, the "Indemnified Parties") agents or employees shall be liable for any action taken or omitted to be taken by any Indemnified Party it or them under or in connection with this Agreement or the other Credit Financing Documents, INCLUDING ANY INDEMNIFIED PARTY'S OWN NEGLIGENCE, except to the extent it is found by the final judgment of a court of competent jurisdiction that such liability for any Indemnified Party's action or omission resulted primarily and directly from its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Agent and the Issuing Bank: (a) the Administrative Agent may treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice and accepts an Assignment and Acceptance entered into by the Lender Party that is the payee of the assignment or transfer thereof signed by such payee Note, as assignor, and an Eligible Assignee, as assignee, as provided in form satisfactory to the AgentSection 8.07; (b) the Administrative Agent may consult with legal counsel (including counsel for the Borrower), independent public accountants, accountants and other experts selected in good faith by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants, accountants or experts; (c) the Administrative Agent makes no warranty or representation to any Bank Lender Party and shall not be responsible to any Bank Lender Party for any statements, warranties, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Credit Financing Documents; (d) the Administrative Agent shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants, covenants or conditions of this Agreement or any other Credit Financing Document on the part of the Credit Parties Borrower or to inspect the property (including the books and records) of the Credit PartiesBorrower (except to confirm receipt of items expressly required to be delivered to the Administrative Agent in Article III); and (e) shall not be responsible to any Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency, or value of this Agreement or any other Credit Document; and (f) Administrative Agent shall incur no liability under or in respect of this Agreement or any other Credit Financing Document by acting upon any notice, consent, certificate, certificate or other instrument or writing (which may be by telecopier telegram, telecopy or telex) reasonably believed by it to be genuine and signed or sent by the proper party or parties.

Reliance, Etc. Neither None of the Agent, the Issuing Bank, nor any of their Affiliates and their respective Related Parties (for the purposes of this Section 7.2directors, collectivelyofficers, the "Indemnified Parties") agents or employees shall be liable for any action taken or omitted to be taken by any Indemnified Party it or them under or in connection with this Agreement or the other Credit Documents, INCLUDING ANY INDEMNIFIED PARTY'S OWN NEGLIGENCEAgreement, except for any Indemnified Party's its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Agent and the Issuing Bank: (a) may treat the payee of any Note as the holder thereof until the Agent receives written notice and accepts an Assignment and Acceptance entered into by the Bank which is the payee of the assignment or transfer thereof signed by such payee Note, as assignor, and an Eligible Assignee, as assignee, as provided in form satisfactory to the AgentSection 9.02; (b) may consult with legal counsel (including counsel for 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, accountants or experts; (c) makes no warranty or representation to any Bank and shall not be responsible to any Bank for any statements, warranties, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Credit Loan Documents; (d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants, covenants or conditions of this Agreement or any the other Credit Document Loan Documents on the part of the Credit Parties Borrower or any other Person or to inspect the property (including the books and records) of the Credit PartiesBorrower or any other Person; (e) shall not be responsible to any Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of this Agreement any Loan Document, any collateral provided for therein, or any other Credit Documentinstrument or document furnished pursuant thereto; and (f) shall incur no liability under or in respect of this Agreement or any other Credit Document by acting upon any notice, consent, certificate, certificate or other instrument or writing (which may be by telecopier telecopier, telegram, cable or telex) reasonably believed by it to be genuine and signed or sent by the proper party or parties. None of the Agent, the Issuing Bank, their Affiliates and their respective directors, officers, employees or agents shall have any responsibility to the Borrower on account of the failure or delay in performance or breach by any Bank of any of its obligations hereunder or to any Bank on account of the failure of or delay in performance or breach by any other Bank or the Borrower of any of its obligations hereunder or in connection herewith; provided, however, that the foregoing shall not relieve BTCo of its obligations as a Bank hereunder.

Reliance, Etc. Neither (a) None of the Agent, the Issuing Bank, Agents nor any of their respective Related Parties (for the purposes of this Section 7.2directors, collectivelyofficers, the "Indemnified Parties") agents or employees shall be liable for any action taken or omitted to be taken by any Indemnified Party it or them under or in connection with this Agreement or the other Credit Loan Documents, INCLUDING ANY INDEMNIFIED PARTY'S OWN NEGLIGENCE, except for any Indemnified Party's its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Agent and the Issuing BankAdministrative Agent: (ai) may treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice and accepts an Assignment and Acceptance entered into by the Lender which is the payee of the assignment or transfer thereof signed by such payee Note, as assignor, and an Eligible Assignee, as assignee, as provided in form satisfactory to the AgentSection 9.07; (bii) may consult with legal counsel (including counsel for the any 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, accountants or experts; (ciii) makes no warranty or representation to any Lender or Issuing Bank and shall not be responsible to any Lender or Issuing Bank for any statements, warranties, warranties or SECOND AMENDED AND RESTATED CREDIT AGREEMENT representations (whether written or oral) made in or in connection with this Agreement or the other Credit DocumentsAgreement; (div) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants, covenants or conditions of this Agreement or any other Credit Document on the part of the Credit Parties any Borrower or to inspect the property (including the books and records) of the Credit Partiesany Borrower; (ev) shall not be responsible to any Bank Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of this Agreement or any other Credit Documentinstrument or document furnished pursuant hereto; and (fvi) shall be entitled to rely upon, and shall incur no liability under or in respect of this Agreement or any other Credit Document by acting upon upon, any notice, request, consent, certificate, statement or other instrument instrument, document or writing (which may be by telecopier telecopier/fax, telegram, cable or telex, any other electronic message, Internet or intranet website posting or other distribution) reasonably believed by it to be genuine and signed or sent by the proper party or parties.

Reliance, Etc. Neither the Agent, Joint Lead Arrangers nor the Issuing Bank, Administrative Agent nor any of their respective Related Parties (for the purposes of this Section 7.2directors, collectivelyofficers, the "Indemnified Parties") agents or employees shall be liable for any action taken or omitted to be taken by any Indemnified Party it or them under or in connection with this Agreement or the other Credit Loan Documents, INCLUDING ANY INDEMNIFIED PARTY'S OWN NEGLIGENCE, except for any Indemnified Party's its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Agent Joint Lead Arrangers and the Issuing BankAdministrative Agent: (a) may treat the payee of any Note as the holder thereof until until, in the case of the Administrative Agent, the Administrative Agent receives written notice and accepts an Assignment and Assumption entered into by the Lender that is the payee of such Note, as assignor, and an Eligible Assignee, as assignee, or, in the case of the assignment Administrative Agent or transfer thereof signed by the Joint Lead Arrangers, the Administrative Agent or the Joint Lead Arrangers has received notice from the Administrative Agent that it has received and accepted such payee Assignment and Assumption, in form satisfactory to the Agenteach case as provided in Section 8.07; (b) may consult with legal counsel (including counsel for 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, accountants or experts; (c) makes no warranty or representation to any Bank Lender Party and shall not be responsible to any Bank Lender Party for any statements, warranties, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Credit Loan Documents; (d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants, covenants or conditions of this Agreement or any other Credit Loan Document on the part of the Credit Parties Borrower or to inspect the property (including the books and records) of the Credit PartiesBorrower; (e) shall not be responsible to any Bank Lender Party for the due execution, legality, validity, enforceability, genuineness, sufficiencysufficiency or value of, or value the perfection or priority of this Agreement any lien or security interest created or purported to be created under or in connection with, any Loan Document or any other Credit Documentinstrument or document furnished pursuant thereto; and (f) shall incur no liability under or in respect of this Agreement or any other Credit Loan Document by acting upon any notice, consent, certificate, certificate or other instrument or writing (which may be by telecopier telegram or telexfacsimile) reasonably believed by it to be genuine and signed or sent by the proper party or parties.

Reliance, Etc. Neither None of the Administrative Agent, the Syndication Agent, the Issuing Bank, nor any of their Affiliates and their respective Related Parties (for the purposes of this Section 7.2directors, collectivelyofficers, the "Indemnified Parties") agents or employees shall be liable for any action taken or omitted to be taken by any Indemnified Party it or them under or in connection with this Agreement or the other Credit Documents, INCLUDING ANY INDEMNIFIED PARTY'S OWN NEGLIGENCEAgreement, except for any Indemnified Party's its or their own gross negligence or willful misconductmisconduct (as determined by a court of competent jurisdiction by final and non-appealable judgment). Without limitation of the generality of the foregoing, the Administrative Agent, the Syndication Agent and the Issuing Bank: (a) may treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice and accepts an Assignment and Acceptance entered into by the Bank which is the payee of the assignment or transfer thereof signed by such payee Note, as assignor, and an Eligible Assignee, as assignee, as provided in form satisfactory to the AgentSECTION 10.02; (b) may consult with legal counsel (including counsel for the BorrowerBorrowers), independent public accountants, accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants, accountants or experts; (c) makes no warranty or representation to any Bank and shall not be responsible to any Bank for any statements, warranties, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Credit Loan Documents; (d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants, covenants or conditions of this Agreement or any the other Credit Document Loan Documents on the part of the Credit Parties Borrowers or any other Person or to inspect the property (including the books and records) of the Credit PartiesBorrowers or any other Person; (e) shall not be responsible to any Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of this Agreement any Loan Document, any collateral provided for therein, or any other Credit Documentinstrument or document furnished pursuant thereto; and (f) shall incur no liability under or in respect of this Agreement or any other Credit Document by acting upon any notice, consent, certificate, certificate or other instrument or writing (which may be by telecopier telecopier, telegram, cable or telex) reasonably believed by it to be genuine and signed or sent by the proper party or parties. None of the Administrative Agent, the Syndication Agent, the Issuing Bank, their Affiliates and their respective directors, officers, employees or agents shall have any responsibility to the Borrowers on account of the failure or delay in performance or breach by any Bank of any of its obligations hereunder or to any Bank on account of the failure of or delay in performance or breach by any other Bank or any Borrower of any of its obligations hereunder or in connection herewith; PROVIDED that the foregoing does not relieve the Administrative Agent, the Syndication Agent or the Issuing Bank of any of its respective obligations in its capacity as a Bank.

Reliance, Etc. Neither None of the Agent, the Issuing Bank, nor Administrative Agent or any of their respective Related Parties (for the purposes of this Section 7.2its directors, collectivelyofficers, the "Indemnified Parties") agents or employees shall be liable for any action taken or omitted to be taken by any Indemnified Party it or them under or in connection with this Agreement or the other Credit Documents, INCLUDING ANY INDEMNIFIED PARTY'S OWN NEGLIGENCEAgreement, except for any Indemnified Party's its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Agent and the Issuing BankAdministrative Agent: (ai) may treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice and accepts an Assumption Agreement entered into by an Assuming Lender as provided in Section 2.15 or 2.16, as the case may be, or an Assignment and Acceptance entered into by the Lender that is the payee of the assignment or transfer thereof signed by such payee Note, as assignor, and an assignee, as provided in form satisfactory to the AgentSection 8.07; (bii) may consult with legal counsel (including counsel for 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, accountants or experts; (ciii) makes no warranty or representation to any Bank Lender and shall not be responsible to any Bank Lender for any statements, warranties, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Credit DocumentsAgreement; (div) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants, covenants or conditions of this Agreement or any other Credit Document on the part of the Credit Parties Borrower or any Borrowing Subsidiary or to inspect the property (including the books and records) of the Credit PartiesBorrower or any Borrowing Subsidiary; (ev) shall not be responsible to any Bank Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of this Agreement or any other Credit Documentinstrument or document furnished pursuant hereto; and (fvi) shall incur no liability under or in respect of this Agreement or any other Credit Document by acting upon any notice, consent, certificate, certificate or other instrument or writing (which may be by telecopier telecopier, telegram or telex) reasonably believed by it to be genuine and signed or sent by the proper party or parties.

Reliance, Etc. Neither (a) None of the Agent, the Issuing Bank, Agents nor any of their respective Related Parties (for the purposes of this Section 7.2directors, collectivelyofficers, the "Indemnified Parties") agents or employees shall be liable for any action taken or omitted to be taken by any Indemnified Party it or them under or in connection with this Agreement or the other Credit Loan Documents, INCLUDING ANY INDEMNIFIED PARTY'S OWN NEGLIGENCE, except for any Indemnified Party's its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Agent and the Issuing BankAdministrative Agent: (ai) may treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice and accepts an Assignment and Acceptance entered into by the Lender which is the payee of the assignment or transfer thereof signed by such payee Note, as assignor, and an Eligible Assignee, as assignee, as provided in form satisfactory to the AgentSection 9.07; (bii) may consult with legal counsel (including counsel for the any 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, accountants or experts; (ciii) makes no warranty or representation to any Lender or Issuing Bank and shall not be responsible to any Lender or Issuing Bank for any statements, warranties, warranties or representations AMENDED AND RESTATED CREDIT AGREEMENT NY3 - 435973.09 80 (whether written or oral) made in or in connection with this Agreement or the other Credit DocumentsAgreement; (div) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants, covenants or conditions of this Agreement or any other Credit Document on the part of the Credit Parties any Borrower or to inspect the property (including the books and records) of the Credit Partiesany Borrower; (ev) shall not be responsible to any Bank Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of this Agreement or any other Credit Documentinstrument or document furnished pursuant hereto; and (fvi) shall incur no liability under or in respect of this Agreement or any other Credit Document by acting upon any notice, consent, certificate, certificate or other instrument or writing (which may be by telecopier telecopier, telegram, cable or telex) reasonably believed by it to be genuine and signed or sent by the proper party or parties.