Common use of Reliance, Etc Clause in Contracts

Reliance, Etc. Neither the Joint Lead Arrangers nor any Agent nor any of their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with the Loan Documents, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Joint Lead Arrangers and each Agent: (a) may treat the payee of any Note as the holder thereof until, in the case of the Paying Agent, the Paying Agent receives 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 from the Paying Agent that it has received and accepted such Assignment and Assumption, in each case as provided in Section 8.07; (b) may consult with legal counsel (including counsel for any Loan Party), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (c) makes no warranty or representation to any Lender Party and shall not be responsible to any Lender Party for any statements, warranties or representations (whether written or oral) made in or in connection with the Loan Documents; (d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of any Loan Document on the part of any Loan Party or to inspect the property (including the books and records) of any Loan Party; (e) shall not be responsible to any Lender Party for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, any Loan Document or any other instrument or document furnished pursuant thereto; and (f) shall incur no liability under or in respect of any Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telegram or facsimile) believed by it to be genuine and signed or sent by the proper party or parties.

Reliance, Etc. Neither the Joint Lead Arrangers nor any The Agent nor any of their respective directors, officers, agents or employees shall be liable for any action taken or omitted entitled to be taken by it or them under or in connection with the Loan Documents, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Joint Lead Arrangers and each Agent: (a) may treat the payee of any Note as the holder thereof until, in the case of the Paying Agent, the Paying Agent receives and accepts an Assignment and Assumption entered into by the Lender that is the payee of such Note, as assignorrely, and an Eligible Assigneeshall be fully protected in relying, 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 from the Paying Agent that it has received and accepted such Assignment and Assumption, in each case as provided in Section 8.07; (b) may consult with legal counsel (including counsel for any Loan Party), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (c) makes no warranty or representation to any Lender Party and shall not be responsible to any Lender Party for any statements, warranties or representations (whether written or oral) made in or in connection with the Loan Documents; (d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of any Loan Document on the part of any Loan Party or to inspect the property (including the books and records) of any Loan Party; (e) shall not be responsible to any Lender Party for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, any Loan Document or any other instrument or document furnished pursuant thereto; and (f) shall incur no liability under or in respect of any Loan Document by acting upon any writing, resolution, notice, consent, certificate certificate, affidavit, letter, telegram, facsimile, telex, electronic mail or telephone message, statement or other instrument or writing (which may be by telegram or facsimile) 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 (a) Whenever in the Joint Lead Arrangers nor administration of duties under this Agreement or the Security Documents the Collateral Agent shall deem it necessary or desirable that a matter be proved or established with respect to any Agent nor Credit Party or any of their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or other Person in connection with the Loan taking, suffering or omitting of any action hereunder or thereunder by the Collateral Agent, such matter (unless other evidence with respect thereof be herein specifically prescribed) may be provided or established by a certificate of such Credit Party or any other Person delivered to the Collateral Agent, and in the absence of its gross negligence or willful misconduct the Collateral Agent may conclusively rely thereon. (b) The Collateral Agent shall be entitled to rely upon any notice, consent, certificate, affidavit, letter, telegram, statement, paper, document, telephone conversation or other communication believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons (whether or not made in the manner specified herein or in the applicable Security Documents, except for ). In the absence of its or their own gross negligence or willful misconduct. Without limitation , the Collateral Agent may conclusively rely upon the truth of the generality statements and the correctness of the foregoing, opinions expressed in any certificates or opinions furnished to the Joint Lead Arrangers Collateral Agent and each Agent: conforming to the requirements of this Agreement or any Security Document. (ac) may treat the payee of any Note as the holder thereof until, in the case of the Paying Agent, the Paying The Collateral Agent receives 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 from the Paying Agent that it has received and accepted such Assignment and Assumption, in each case as provided in Section 8.07; (b) may consult with legal counsel (including counsel for any Loan Partyin-house counsel), independent public accountants and any other experts selected by it concerning all matters pertaining to its duties hereunder and under the Security Documents and the Collateral Agent shall not be liable for any action taken or omitted to be taken in good faith by it faith, in accordance with the reliance on advice of such counsel, accountants or experts; (c) makes no warranty or representation to any Lender Party and shall not be responsible to any Lender Party for any statements, warranties or representations (whether written or oral) made in or in connection with the Loan Documents; . (d) The Collateral Agent shall not have any be under no obligation or duty to ascertain take any action hereunder or under any Security Document if taking such action (i) would subject the Collateral Agent to inquire as a tax in any jurisdiction where it is not then subject to a tax, unless it is first fully indemnified to its satisfaction against such tax, or (ii) would require the performance Collateral Agent to qualify to do business in any jurisdiction where it is not then so qualified, or observance of any of the terms, covenants or conditions of any Loan Document on the part of any Loan Party or to inspect the property (including the books and records) of any Loan Party; (eiii) shall not be responsible to conflict with any Lender Party for the due execution, legality, validity, enforceability, genuineness, sufficiency provision of Law or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, any Loan Document this Agreement or any other instrument or document furnished pursuant thereto; and (f) shall incur no liability under or in respect of any Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telegram or facsimile) believed by it to be genuine and signed or sent by the proper party or partiesSecurity Document.

Reliance, Etc. Neither the Joint Lead Arrangers Agent nor any the Collateral Agent nor any of their respective Affiliates, directors, 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 it or them by such directors, officers, agents or employees under or in connection with this Agreement, the Notes or any other Loan DocumentsDocument, except for 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 Joint Lead Arrangers Agent and each the Collateral Agent: (a) may treat the payee of any Note as the holder thereof until, in the case of the Paying Agent, the Paying Agent receives 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 from the Paying Agent that it has received and accepted such Assignment and Assumption, in each case as provided in Section 8.07; (bi) may consult with legal counsel (including counsel for any Loan Party)counsel, independent public accountants and other experts selected by it and shall not be liable 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 Lender Party 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 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 other Loan Document, (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 action (including the failure to act) in connection with this Agreement or any other Loan Document, the 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 incur any liability to any Lender Party for Person by reason of so refraining and shall be fully protected in following any statementssuch written instructions. Whenever in the administration of this Agreement or any other Collateral Document, warranties the Collateral Agent shall deem it necessary or representations (whether written desirable that a factual matter be proved or oral) made in or established in connection with the Loan Documents; Collateral Agent taking, suffering or omitting any action hereunder or thereunder, such matter (dunless other evidence in respect thereof is specifically prescribed) shall not have any duty may be deemed to ascertain or to inquire as be conclusively proved and established by a certificate of a Responsible Officer of the Borrower (with a copy to the performance or observance of any of Agent), the terms, covenants or conditions of any Loan Document on the part of any Loan Party or to inspect the property (including the books and records) of any Loan Party; (e) shall not be responsible to any Lender Party for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, Agent or the perfection Controlling Creditor delivered to the Collateral Agent, and such certificate shall be full warrant to the Collateral Agent for any action taken, suffered or priority of any lien or security interest created or purported to omitted in reliance thereon and the Collateral Agent shall be created under or fully protected in connection with, any Loan Document or any other instrument or document furnished pursuant thereto; therewith and (f) shall incur have no liability under or in respect of any Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telegram or facsimile) believed by it to be genuine and signed or sent by the proper party or partiestherefor.

Reliance, Etc. Neither (a) None of the Joint Lead Arrangers nor any Agent Agents nor any of their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with the Loan Documents, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Joint Lead Arrangers and each Administrative Agent: (ai) may treat the payee of any Note as the holder thereof until, in until the case of the Paying Agent, the Paying Administrative Agent receives and accepts an Assignment and Assumption Acceptance entered into by the Lender that which 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 from the Paying Agent that it has received and accepted such Assignment and Assumption, in each case as provided in Section 8.079.07; (bii) may consult with legal counsel (including counsel for any Loan PartyBorrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (ciii) makes no warranty or representation to any Lender Party or Issuing Bank and shall not be responsible to any Lender Party or Issuing Bank for any statements, warranties or representations (whether written or oral) made in or in connection with the Loan Documentsthis Agreement; (div) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of any Loan Document this Agreement on the part of any Loan Party Borrower or to inspect the property (including the books and records) of any Loan PartyBorrower; (ev) shall not be responsible to any Lender Party for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, any Loan Document this Agreement or any other instrument or document furnished pursuant theretohereto; and (fvi) shall be entitled to rely upon, and shall incur no liability under or in respect of any Loan Document this Agreement by acting upon upon, any notice, request, consent, certificate certificate, statement or other instrument instrument, document or writing (which may be by telegram telecopier/fax, telegram, cable or facsimiletelex, any other electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and signed or sent by the proper party or parties. (b) The Joint Bookrunners, as such, the Joint Lead Arrangers, as such, the Syndication Agents, as such, and the Documentation Agents, as such, and the Managing 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, any of the other Loan Documents or any other document or any matter related thereto, except in its capacity, as applicable, as the Administrative Agent, a Lender or an Issuing Bank hereunder. (c) The Administrative Agent shall be deemed not to have knowledge of any Default or Event of Default unless and until notice describing such Default or Event of Default is given to the Administrative Agent by the Company, any other Borrower, a Lender or an Issuing Bank. (d) The Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document or (v) the satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent. (e) The Administrative Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other Loan Document by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective officers, directors, employees, agents, advisors and Affiliates. The exculpatory provisions of this Article shall apply to any such sub-agent and to the officers, directors, employees, agents, advisors and Affiliates of the Administrative Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent.

Reliance, Etc. Neither (a) None of the Joint Lead Arrangers nor Administrative Agent, any Managing Agent nor or Documentation Agent or any of their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with the Loan Documents, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Joint Lead Arrangers and each Administrative Agent: (ai) may treat the payee of any Note as the holder thereof until, in until the case of the Paying Agent, the Paying Administrative Agent receives and accepts an Assignment and Assumption Acceptance entered into by the Lender that which 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 from the Paying Agent that it has received and accepted such Assignment and Assumption, in each case as provided in Section 8.079.07; (bii) may consult with legal counsel (including counsel for any Loan Partythe Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (ciii) makes no warranty or representation to any Lender Party and shall not be responsible to any Lender Party for any statements, warranties or representations (whether written or oral) made in or in connection with the Loan Documentsthis Agreement; (div) shall not have any no duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of any Loan Document this Credit Agreement ---------------- Agreement on the part of any Loan Party the Borrower or to inspect the property (including the books and records) of any Loan Partythe Borrower; (ev) shall not be responsible to any Lender Party for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, any Loan Document this Agreement or any other instrument or document furnished pursuant theretohereto; and (fvi) shall incur no liability under or in respect of any Loan Document this Agreement by acting upon any notice, consent, certificate or other instrument or writing (which may be by telegram telecopier, telegram, cable or facsimiletelex) believed by it to be genuine and signed or sent by the proper party or parties. (b) No Managing Agent, as such, or Documentation Agent, as such, shall have any duties or obligations whatsoever with respect to this Agreement, the Notes or any other document or any matter related thereto.

Reliance, Etc. Neither (a) None of the Joint Lead Arrangers nor any Agent nor Agents or any of their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with the Loan Documents, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Joint Lead Arrangers and each Administrative Agent: (ai) may treat the payee of any Note as the holder thereof until, in until the case of the Paying Agent, the Paying Administrative Agent receives and accepts an Assignment and Assumption Acceptance entered into by the Lender that which 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 from the Paying Agent that it has received and accepted such Assignment and Assumption, in each case as provided in Section 8.079.07; (bii) may consult with legal counsel (including counsel for any Loan PartyBorrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (ciii) makes no warranty or representation to any Lender Party and shall not be responsible to any Lender Party for any statements, warranties or representations (whether written or oral) made in or in connection with the Loan Documentsthis Agreement; (div) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of any Loan Document this Agreement on the part of any Loan Party Borrower or to inspect the property (including the books and records) of any Loan PartyBorrower; (ev) shall not be responsible to any Lender Party for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, any Loan Document this Agreement or any other instrument or document furnished pursuant theretohereto; and (fvi) shall incur no liability under or in respect of any Loan Document this Agreement by acting upon any notice, consent, certificate or other instrument or writing (which may be by telegram telecopier, telegram, cable or facsimiletelex) believed by it to be genuine and signed or sent by the proper party or parties. (b) The Joint Lead Arrangers and Joint Book Managers, as such, the Syndication Agent, as such, and the Documentation Agents, as such, each referred to on the cover page hereto, shall have no duties or obligations whatsoever under or with respect to this Agreement, the Notes or any other document or any matter related thereto.

Reliance, Etc. Neither the Joint Lead Arrangers nor any Agent nor any of their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with the Loan Documents, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Joint Lead Arrangers and each Agent: (a) may treat the payee of any Note as the holder thereof until, in the case of the Paying Agent, the Paying Agent receives 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 from the Paying Agent that it has received and accepted such Assignment and Assumption, in each case as provided in Section 8.07; (b) may consult with legal counsel (including counsel for any Loan Party), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (c) makes no warranty or representation to any Lender Party and shall not be responsible to any Lender Party for any statements, warranties or representations (whether written or oral) made in or in connection with the Loan Documents; (d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of any Loan Document on the part of any Loan Party or to inspect the property (including the books and records) of any Loan Party; (e) shall not be responsible to any Lender Party for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, any Loan Document or any other instrument or document furnished pursuant thereto; and (f) shall incur no liability under or in respect of any Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telegram telegram, telecopy or facsimiletelex) believed by it to be genuine and signed or sent by the proper party or parties.

Reliance, Etc. Neither None of the Joint Lead Arrangers nor any Agent nor any of Agent, its Affiliates and their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with the Loan Documentsthis Agreement (INCLUDING ANY ACT OR OMISSION CONSTITUTING ORDINARY NEGLIGENCE, WHETHER SOLE OR CONTRIBUTORY, ON BEHALF OF SUCH PERSON), except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Joint Lead Arrangers and each Agent: (a) may treat the payee of any Note as the holder thereof until, in until the case of the Paying Agent, the Paying Agent receives and accepts an Assignment and Assumption Acceptance entered into by the Lender that Bank which 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 from the Paying Agent that it has received and accepted such Assignment and Assumption, in each case as provided in Section 8.07SECTION 9.02; (b) may consult with legal counsel (including counsel for any Loan Partythe Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (c) makes no warranty or representation to any Lender Party Bank and shall not be responsible to any Lender Party Bank for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other 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 any this Agreement or the other Loan Document Documents on the part of the Borrower or any Loan Party other Person or to inspect the property (including the books and records) of the Borrower or any Loan Partyother Person; (e) shall not be responsible to any Lender Party Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection withLoan Document, any Loan Document collateral provided for therein, or any other instrument or document furnished pursuant thereto; and (f) shall incur no liability under or in respect of any Loan Document this Agreement by acting upon any notice, consent, certificate or other instrument or writing (which may be by telegram telecopier, telegram, cable or facsimiletelex) 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 (a) None of the Joint Lead Arrangers nor any Administrative Agent nor any of their its respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with the Loan Documents, except for its or their own gross negligence or willful misconductmisconduct (as determined by a court of competent jurisdiction in a final non-appealable judgment). Without limitation of the generality of the foregoing, the Joint Lead Arrangers and each Administrative Agent: (ai) may treat the payee of any Note as the holder thereof until, in until the case of the Paying Agent, the Paying Administrative Agent receives and accepts an Assignment and Assumption Acceptance entered into by the Lender that which 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 from the Paying Agent that it has received and accepted such Assignment and Assumption, in each case as provided in Section 8.079.07; (b30) may consult with legal counsel (including counsel for any Loan PartyBorrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (c31) makes no warranty or representation to any Lender Party and shall not be responsible to any Lender Party for any statements, warranties or representations (whether written or oral) made in or in connection with the Loan Documentsthis Agreement; (d32) 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 any Loan Document this Agreement on the part of any Loan Party Borrower or to inspect the property (including the books and records) of any Loan PartyBorrower; (e33) shall not be responsible to any Lender Party for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, any Loan Document this Agreement or any other instrument or document furnished pursuant theretohereto; and (f34) shall incur no liability under or in respect of any Loan Document this Agreement by acting upon any notice, consent, certificate or other instrument or writing (which may be by telegram telecopier, telegram, cable or facsimiletelex) 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.

Reliance, Etc. Neither the Joint Lead Arrangers Agent nor any the Collateral Agent nor any of their respective Affiliates, directors, 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 it or them by such directors, officers, agents or employees under or in connection with this Agreement, the Notes or any other Loan DocumentsDocument, except for 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 Joint Lead Arrangers Agent and each the Collateral Agent: (a) may treat the payee of any Note as the holder thereof until, in the case of the Paying Agent, the Paying Agent receives 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 from the Paying Agent that it has received and accepted such Assignment and Assumption, in each case as provided in Section 8.07; (bi) may consult with legal counsel (including counsel for any Loan Party)counsel, independent public accountants and other experts selected by it and shall not be liable 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 Lender Party 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 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 other Loan Document, (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 action (including the failure to act) in connection with this Agreement or any other Loan Document, the 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 incur any liability to any Lender Party for Person by reason of so refraining and shall be fully protected in following any statementssuch written instructions. Whenever in the administration of this Agreement or any other Collateral Document, warranties the Collateral Agent shall deem it necessary or representations (whether written desirable that a factual matter be proved or oral) made in or established in connection with the Loan Documents; Collateral Agent taking, suffering or omitting any action hereunder or thereunder, such matter (dunless other evidence in respect thereof is specifically prescribed) shall not have any duty may be deemed to ascertain or to inquire as be conclusively proved and established by a certificate of a Responsible Officer of the Controlling Creditor delivered to the performance Collateral Agent, and such certificate shall be full warrant to the Collateral Agent for any action taken, suffered or observance of any of omitted in reliance thereon and the terms, covenants or conditions of any Loan Document on the part of any Loan Party or to inspect the property (including the books and records) of any Loan Party; (e) Collateral Agent shall not be responsible to any Lender Party for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or fully protected in connection with, any Loan Document or any other instrument or document furnished pursuant thereto; therewith and (f) shall incur have no liability under or in respect of any Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telegram or facsimile) believed by it to be genuine and signed or sent by the proper party or partiestherefor.

Reliance, Etc. Neither the Joint Lead Arrangers nor any Administrative Agent nor any of their respective its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with the Loan Financing Documents, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Joint Lead Arrangers and each Agent: (a) the Administrative Agent may treat the payee of any Note as the holder thereof until, in until the case of the Paying Agent, the Paying Administrative Agent receives and accepts an Assignment and Assumption Acceptance entered into by the Lender Party 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 from the Paying Agent that it has received and accepted such Assignment and Assumption, in each case as provided in Section 8.07; (b) the Administrative Agent may consult with legal counsel (including counsel for any Loan Partythe Borrower), independent public accountants and other experts selected in good faith by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (c) the Administrative Agent makes no warranty or representation to any Lender Party and shall not be responsible to any Lender Party for any statements, warranties or representations (whether written or oral) made in or in connection with the Loan 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 or conditions of any Loan Financing Document on the part of any Loan Party the Borrower or to inspect the property (including the books and records) of any Loan Partythe Borrower (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 Lender Party for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, any Loan Financing Document or any other instrument or document furnished pursuant thereto; and (f) the Administrative Agent shall incur no liability under or in respect of any Loan Financing Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telegram telegram, telecopy or facsimiletelex) reasonably believed by it to be genuine and signed or sent by the proper party or parties.

Reliance, Etc. Neither (a) None of the Joint Lead Arrangers nor any Agent Agents nor any of their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with the Loan Documents, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Joint Lead Arrangers and each Administrative Agent: (ai) may treat the payee of any Note as the holder thereof until, in until the case of the Paying Agent, the Paying Administrative Agent receives and accepts an Assignment and Assumption Acceptance entered into by the Lender that which 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 from the Paying Agent that it has received and accepted such Assignment and Assumption, in each case as provided in Section 8.079.07; (bii) may consult with legal counsel (including counsel for any Loan PartyBorrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (ciii) makes no warranty or representation to any Lender Party and shall not be responsible to any Lender Party for any statements, warranties or representations (whether written or oral) made in or in connection with the Loan Documentsthis Agreement; (div) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of any Loan Document this Agreement on the part of any Loan Party Borrower or to inspect the property (including the books and records) of any Loan PartyBorrower; (ev) shall not be responsible to any Lender Party for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, any Loan Document this Agreement or any other instrument or document furnished pursuant theretohereto; and (fvi) shall incur no liability under or in respect of any Loan Document this Agreement by acting upon any notice, consent, certificate or other instrument or writing (which may be by telegram telecopier, telegram, cable or facsimiletelex) believed by it to be genuine and signed or sent by the proper party or parties. (b) The Arrangers, as such, the Documentation Agent, 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.

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

Reliance, Etc. Neither (a) None of the Joint Lead Arrangers nor any Agent Agents nor any of their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with the Loan Documents, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Joint Lead Arrangers and each Administrative Agent: (ai) may treat the payee of any Note as the holder thereof until, in until the case of the Paying Agent, the Paying Administrative Agent receives and accepts an Assignment and Assumption Acceptance entered into by the Lender that which 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 from the Paying Agent that it has received and accepted such Assignment and Assumption, in each case as provided in Section 8.079.07; (bii) may consult with legal counsel (including counsel for any Loan Partythe Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (ciii) makes no warranty or representation to any Lender Party and shall not be responsible to any Lender Party for any statements, warranties or representations (whether written or oral) made in or in connection with the Loan Documentsthis Agreement; (div) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of any Loan Document this Agreement on the part of any Loan Party the Borrower or to inspect the property (including the books and records) of any Loan Partythe Borrower; (ev) shall not be responsible to any Lender Party for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, any Loan Document this Agreement or any other instrument or document furnished pursuant theretohereto; and (fvi) shall incur no liability under or in respect of any Loan Document this Agreement by acting upon any notice, consent, certificate or other instrument or writing (which may be by telegram electronic mail, telecopier, telegram, cable or facsimiletelex) 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 None of the Joint Lead Arrangers nor Operating Agent, any Agent Affiliate ------------- thereof nor any of their respective directors, officers, agents or employees shall will be liable for any action taken or omitted to be taken by it or any of them under or in connection with this Agreement, the Loan Program Documents or the Related Documents, except for its or 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 Joint Lead Arrangers contrary, the Seller, the Servicer and each Agent: the 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 the holder thereof until, in the case of the Paying Agentcapacity for, the Paying Agent receives 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 Seller or the Joint Lead ArrangersOriginator, such Agent or the Joint Lead Arrangers has received notice from the Paying Agent that it has received and accepted such Assignment and Assumption, in each case as provided in Section 8.07; (b) may consult with legal counsel (including counsel for any Loan Party)counsel, independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; , (c) makes no warranty or representation to any Lender Party hereunder and shall not be responsible to any Lender Party for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement, the Loan Program Documents or the 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 or conditions of any Loan Document this Agreement, the Program Documents or Related Documents on the part of any Loan Party the Seller, the Servicer or the Purchaser or to inspect the property (including the books and records) of any Loan Party; the Seller, the Servicer or the Purchaser, (e) shall not be responsible to any Lender Party the Seller, the Servicer or the Purchaser for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, any Loan Document this Agreement or any other instrument or document furnished pursuant thereto; and hereto (including the Related Documents), (f) shall incur no liability under or in respect of any Loan Document this Agreement, the Program Documents or the Related Documents by acting upon any noticenotice or communication (including a communication by telephone), consent, certificate or other instrument or writing (which may be by telegram or facsimile) 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 Joint Lead Arrangers nor any Agent Agents nor any of their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with the Loan Documents, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Joint Lead Arrangers and each Administrative Agent: (ai) may treat the payee of any Note as the holder thereof until, in until the case of the Paying Agent, the Paying Administrative Agent receives and accepts an Assignment and Assumption Acceptance entered into by the Lender that which 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 from the Paying Agent that it has received and accepted such Assignment and Assumption, in each case as provided in Section 8.079.07; (bii) may consult with legal counsel (including counsel for any Loan PartyBorrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (ciii) makes no warranty or representation to any Lender Party and shall not be responsible to any Lender Party for any statements, warranties or representations (whether written or oral) made in or in connection with the Loan Documentsthis Agreement; (div) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of any Loan Document this Agreement on the part of any Loan Party Borrower or to inspect the property (including the books and records) of any Loan PartyBorrower; (ev) shall not be responsible to any Lender Party for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, any Loan Document this Agreement or any other instrument or document furnished pursuant theretohereto; and (fvi) shall incur no liability under or in respect of any Loan Document this Agreement by acting upon any notice, consent, certificate or other instrument or writing (which may be by telegram electronic mail, telecopier, telegram, cable or facsimiletelex) 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 Joint Lead Arrangers nor any The Agent nor any of their respective and its directors, officers, agents or employees shall not be liable for any action taken or omitted to be taken by it or them under or in connection with the Loan Documentsthis Agreement, except for its such acts or their own 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 Joint Lead Arrangers and each Agent: (a) may treat the payee of any Note as the holder thereof until, in until the case of the Paying Agent, the Paying Agent receives and accepts an Assignment and Assumption Acceptance entered into by the Lender that Bank which 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 from the Paying Agent that it has received and accepted such Assignment and Assumption, in each case as provided in Section 8.079.02, and the Agent notifies such Person thereof; (b) may consult with legal counsel (including counsel for any Loan Partythe Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (c) makes no warranty or representation to any Lender Party Bank and shall not be responsible to any Lender Party Bank for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other 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 any this Agreement or the other Loan Document Documents on the part of the Borrower or any Loan Party other Person or to inspect the property (including the books and records) of the Borrower or any Loan Partyother Person; (e) shall not be responsible to any Lender Party Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection withLoan Document, any Loan Document collateral provided for therein, or any other instrument or document furnished pursuant thereto; and (f) shall incur no liability under or in respect of any Loan Document this Agreement by acting upon any notice, consent, certificate or other instrument or writing (which may be by telegram telecopier, telegram, cable or facsimiletelex) 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 None of the Joint Lead Arrangers nor any Agent nor any of Agent, its Affiliates and their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with the Loan Documentsthis Agreement, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Joint Lead Arrangers and each Agent: (a) may treat the payee of any Note as the holder thereof until, in until the case of the Paying Agent, the Paying Agent receives and accepts an Assignment and Assumption Acceptance entered into by the Lender that Bank which 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 from the Paying Agent that it has received and accepted such Assignment and Assumption, in each case as provided in Section 8.079.02; (b) may consult with legal counsel (including counsel for any Loan Partythe Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (c) makes HOU04:37909.7 no warranty or representation to any Lender Party Bank and shall not be responsible to any Lender Party Bank for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Loan Documents; (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 any this Agreement or the other Loan Document Documents on the part of the Borrower or any Loan Party other Person or to inspect the property (including the books and records) of the Borrower or any Loan Partyother Person; (e) shall not be responsible to any Lender Party Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection withLoan Document, any Loan Document collateral provided for therein, or any other instrument or document furnished pursuant thereto; and (f) shall incur no liability under or in respect of any Loan Document this Agreement by acting upon any notice, consent, certificate or other instrument or writing (which may be by telegram telecopier, telegram, cable or facsimiletelex) 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 Joint Lead Arrangers nor any Administrative Agent, the Syndication Agent, the Documentation Agent nor or any of their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with the Loan Documents, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Joint Lead Arrangers and each Administrative Agent: (ai) may treat the payee of any Note as the holder thereof until, in until the case of the Paying Agent, the Paying Administrative Agent receives and accepts an Assignment and Assumption Acceptance entered into by the Lender that which 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 from the Paying Agent that it has received and accepted such Assignment and Assumption, in each case as provided in Section 8.079.07; (bii) may consult with legal counsel (including counsel for any Loan PartyBorrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (ciii) makes no warranty or representation to any Lender Party and shall not be responsible to any Lender Party for any statements, warranties or representations (whether written or oral) made in or in connection with the Loan Documentsthis Agreement; (div) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of any Loan Document this Agreement on the part of any Loan Party Borrower or to inspect the property (including the books and records) of any Loan PartyBorrower; (ev) shall not be responsible to any Lender Party for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, any Loan Document this Agreement or any other instrument or document furnished pursuant theretohereto; and (fvi) shall incur no liability under or in respect of any Loan Document this Agreement by acting upon any notice, consent, certificate or other instrument or writing (which may be by telegram telecopier, telegram, cable or facsimiletelex) believed by it to be genuine and signed or sent by the proper party or parties. (b) The Syndication Agent, as such, and the Documentation Agent, as such, shall have no duties or obligations whatsoever with respect to this Agreement, the Notes or any other document or any matter related thereto.

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

Reliance, Etc. Neither the Joint Lead Arrangers nor any Administrative Agent nor -------------- any of their respective its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement or the Loan DocumentsNotes, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Joint Lead Arrangers and each Agent: Administrative Agent (ai) may treat the payee of any Note as the holder thereof until, in until the case of the Paying Agent, the Paying Administrative Agent receives and accepts an Assignment and Assumption 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 Joint Lead Arrangers, such Agent or the Joint Lead Arrangers has received notice from the Paying Agent that it has received and accepted such Assignment and Assumption, in each case as provided in Section 8.079.07; (bii) may consult with legal counsel (including counsel for any Loan Partythe Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (ciii) makes no warranty or representation to any Lender Party and shall not be responsible to any Lender Party of them for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or the Loan DocumentsNotes; (div) 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 any Loan Document this Agreement or the Notes on the part of any Loan Party the Borrower or to inspect the property (including the books and records) of any Loan Partythe Borrower; (ev) shall not be responsible to any Lender Party for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, of this Agreement or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, any Loan Document Notes or any other instrument or document furnished pursuant theretohereto; and (fvi) shall incur no liability under or in respect of any Loan Document this Agreement or the Notes by acting upon any notice, consent, certificate or other instrument or writing (which may be by telegram telegram, telecopy, cable or facsimiletelex) believed by it to be genuine and signed or sent by the proper party or parties.

Reliance, Etc. Neither (a) None of the Joint Lead Arrangers nor any Agent Agents nor any of their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with the Loan Documents, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Joint Lead Arrangers and each Administrative Agent: (ai) may treat the payee of any Note as the holder thereof until, in until the case of the Paying Agent, the Paying Administrative Agent receives and accepts an Assignment and Assumption Acceptance entered into by the Lender that which 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 from the Paying Agent that it has received and accepted such Assignment and Assumption, in each case as provided in Section 8.079.07; (bii) may consult with legal counsel (including counsel for any Loan PartyBorrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (ciii) makes no warranty or representation to any Lender Party or Issuing Bank and shall not be responsible to any Lender Party or Issuing Bank for any statements, warranties or representations AMENDED AND RESTATED CREDIT AGREEMENT (whether written or oral) made in or in connection with the Loan Documentsthis Agreement; (div) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of any Loan Document this Agreement on the part of any Loan Party Borrower or to inspect the property (including the books and records) of any Loan PartyBorrower; (ev) shall not be responsible to any Lender Party for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, any Loan Document this Agreement or any other instrument or document furnished pursuant theretohereto; and (fvi) shall incur no liability under or in respect of any Loan Document this Agreement by acting upon any notice, consent, certificate or other instrument or writing (which may be by telegram telecopier, telegram, cable or facsimiletelex) believed by it to be genuine and signed or sent by the proper party or parties. (b) The Joint Lead Arrangers and Joint Book Managers, as such, the Syndication Agent, as such, and the Documentation 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 None of the Joint Lead Arrangers nor any Agent nor any of Agent, the Issuing Bank, their Affiliates and their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with the Loan Documentsthis Agreement, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Joint Lead Arrangers Agent and each Agentthe Issuing Bank: (a) may treat the payee of any Note as the holder thereof until, in until the case of the Paying Agent, the Paying Agent receives and accepts an Assignment and Assumption Acceptance entered into by the Lender that Bank which 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 from the Paying Agent that it has received and accepted such Assignment and Assumption, in each case as provided in Section 8.079.02; (b) may consult with legal counsel (including counsel for any Loan Partythe Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (c) makes no warranty or representation to any Lender Party Bank and shall not be responsible to any Lender Party Bank for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other 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 any this Agreement or the other Loan Document Documents on the part of the Borrower or any Loan Party other Person or to inspect the property (including the books and records) of the Borrower or any Loan Partyother Person; (e) shall not be responsible to any Lender Party Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection withLoan Document, any Loan Document collateral provided for therein, or any other instrument or document furnished pursuant thereto; and (f) shall incur no liability under or in respect of any Loan Document this Agreement by acting upon any notice, consent, certificate or other instrument or writing (which may be by telegram telecopier, telegram, cable or facsimiletelex) 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 Joint Lead Arrangers nor any Agent Deal Agent, the Paying Agent, the Registrar nor any of their its respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them as Deal Agent, Paying Agent or Registrar, respectively under or in connection with this Agreement or the Loan DocumentsSecurity Agreement, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of limiting the foregoing, the Joint Lead Arrangers and each Agent: (a) may treat the payee of any Note as the holder thereof until, in the case of the Paying Deal Agent, the Paying Agent receives 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 from the Paying Agent that it has received and accepted such Assignment and Assumption, in each case as provided in Section 8.07; Registrar: (bi) may consult with legal counsel (including counsel for any Loan Partythe Issuer or UAC), independent public accountants and other experts selected by it and shall not be liable for 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 the Company or any Lender Party Bank Investor and shall not be responsible to the Company or any Lender Party Bank Investor for any statements, warranties or representations (whether written or oral) made in or in connection with the Loan Documentsthis Agreement; (diii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of any Loan Document this Agreement or of the Security Agreement on the part of any Loan Party the Issuer or UAC or to inspect the property (including the books and records) of any Loan Partythe Issuer or UAC; (eiv) shall not be responsible to the Company or any Lender Party Bank Investor for the due execution, legality, validity, enforceability, genuineness, sufficiency or value ofof this Agreement, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, any Loan Document Security Agreement or any other instrument or document furnished pursuant hereto or thereto; and (fv) shall incur no liability under or in respect of any Loan Document this Agreement, the Security Agreement by acting upon any noticenotice (including notice by telephone), consent, certificate or other instrument or writing (which may be by telegram or facsimiletelex) believed by it to be genuine and signed or sent by the proper party or parties.

Reliance, Etc. Neither None of the Joint Lead Arrangers nor any Administrative Agent nor or any of their respective its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with the Loan Documentsthis Agreement, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Joint Lead Arrangers and each Administrative Agent: (ai) may treat the payee of any Note as the holder thereof until, in until the case of the Paying Agent, the Paying Administrative Agent receives 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 Assumption 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 Joint Lead Arrangers, such Agent or the Joint Lead Arrangers has received notice from the Paying Agent that it has received and accepted such Assignment and Assumption, in each case as provided in Section 8.07; (bii) may consult with legal counsel (including counsel for any Loan Partythe Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (ciii) makes no warranty or representation to any Lender Party and shall not be responsible to any Lender Party for any statements, warranties or representations (whether written or oral) made in or in connection with the Loan Documentsthis Agreement; (div) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of any Loan Document this Agreement on the part of the Borrower or any Loan Party Borrowing Subsidiary or to inspect the property (including the books and records) of the Borrower or any Loan PartyBorrowing Subsidiary; (ev) shall not be responsible to any Lender Party for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, any Loan Document this Agreement or any other instrument or document furnished pursuant theretohereto; and (fvi) shall incur no liability under or in respect of any Loan Document this Agreement by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopier, telegram or facsimiletelex) believed by it to be genuine and signed or sent by the proper party or parties.

Reliance, Etc. Neither the Joint Lead Arrangers nor Each Agent may: (a) assume that: (i) any Agent nor representation made by any of their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or Obligor in connection with any Finance Document is true; (ii) no Default has occurred; and (iii) no Obligor is in breach of or in default of its obligations under any Finance Document to which it is a party unless, in each such case, such Agent has actual knowledge or actual notice to the Loan Documents, except for its or their own gross negligence or willful misconduct. Without limitation contrary; (b) in the case of the generality Facility Agent, assume that the Dollar Lending Office of each Lender is that specified on the foregoing, the Joint Lead Arrangers and each Agent: signature pages attached hereto (a) may treat the payee of any Note as the holder thereof untiland, in the case of a transferee of any Lender, as specified to the Paying Agent, the Paying Facility Agent receives and accepts an Assignment and Assumption entered into by the Lender that is the payee transferee of such NoteLender at the time of making such transfer) until it has received from any Lender a notice designating some other office of such Lender to replace its Dollar Lending Office, provided that it obtains the consent of the Borrower (such consent not to be unreasonably withheld or delayed) and may act upon any such notice until the same is superseded by a further such notice; (c) engage and pay for the advice or services of any lawyers, accountants, surveyors or other experts whose advice or services may seem necessary, expedient or desirable to it and rely upon any advice so obtained; (d) rely as to any matters of fact which might reasonably be expected to be within the knowledge of any Obligor upon a certificate signed by or on behalf of such Obligor; (e) rely upon any communication or document believed by it to be genuine; (f) refrain from exercising any right, power or discretion vested in it as an agent under any Finance Document unless and until instructed by the Required Lenders as to whether or not such right, power or discretion is to be exercised and, if it is to be exercised, as assignor, and an Eligible Assignee, as assignee, to the manner in which it should be exercised; (g) in the absence of instructions from the Required Lenders (or, if appropriate, all the Lenders) or in the case of any other Agent or the Joint Lead Arrangers, emergency where such Agent is not able to obtain such instructions in a timely manner, act (or the Joint Lead Arrangers has received notice refrain from the Paying Agent that taking action) as it has received and accepted such Assignment and Assumption, in each case as provided in Section 8.07; (b) may consult with legal counsel (including counsel for any Loan Party), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted considers to be taken in good faith by it the best interests of the Lenders; (h) refrain from acting in accordance with the advice any instructions of such counsel, accountants Required Lenders to begin any legal action or experts; (c) makes no warranty or representation to any Lender Party and shall not be responsible to any Lender Party for any statements, warranties or representations (whether written or oral) made in proceeding arising out of or in connection with any Finance Document until it shall have received such security and/or further indemnities as it may require (whether by way of payment in advance or otherwise) for all costs, claims, expenses (including legal fees and expenses on a full indemnity basis) and liabilities which it will or may expend or incur in complying with such instructions; and (i) hold or place any Finance Document and any document coming into its possession or control pursuant thereto in safe custody with any bank or other Person whose business includes the Loan Documents; (d) shall not have safe custody of documents or with a lawyer or firm of lawyers in Xxxxxxx, Xxxxxxx, without responsibility to any duty to ascertain or to inquire as to the performance or observance Finance Party for any loss incurred by reason of any of the terms, covenants action or conditions of any Loan Document inaction on the part of any Loan Party such Person or to inspect for the property (including the books and records) supervision of any Loan Party; (e) shall not be responsible to any Lender Party for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported such Person and may pay all sums required to be created under or in connection with, any Loan Document or any other instrument or document furnished pursuant thereto; and (f) shall incur no liability under paid on account of or in respect of any Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telegram or facsimile) believed by it to be genuine and signed or sent by the proper party or partiesforegoing.

Reliance, Etc. Neither (a) None of the Joint Lead Arrangers nor any Agent Agents nor any of their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with the Loan Documents, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Joint Lead Arrangers and each Administrative Agent: (ai) may treat the payee of any Note as the holder thereof until, in until the case of the Paying Agent, the Paying Administrative Agent receives and accepts an Assignment and Assumption Acceptance entered into by the Lender that which 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 from the Paying Agent that it has received and accepted such Assignment and Assumption, in each case as provided in Section 8.079.07; (bii) may consult with legal counsel (including counsel for any Loan PartyBorrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (ciii) makes no warranty or representation to any Lender Party or Issuing Bank and shall not be responsible to any Lender Party or Issuing Bank for any statements, warranties or representations (whether written or oral) made in or in connection with the Loan Documentsthis Agreement; (div) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of any Loan Document this Agreement on the part of any Loan Party Borrower or to inspect the property (including the books and records) of any Loan PartyBorrower; (ev) shall not be responsible to any Lender Party for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, any Loan Document this Agreement or any other instrument or document furnished pursuant theretohereto; and (fvi) shall be entitled to rely upon, and shall incur no liability under or in respect of any Loan Document this Agreement by acting upon upon, any notice, request, consent, certificate certificate, statement or other instrument instrument, document or writing (which may be by telegram telecopier/fax, telegram, cable or facsimiletelex, any other electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and signed or sent by the proper party or parties. FOURTH AMENDED AND RESTATED CREDIT AGREEMENT (b) The Joint Bookrunners, as such, the Joint Lead Arrangers, as such, the Syndication Agents, as such, and the Documentation 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, any of the other Loan Documents or any other document or any matter related thereto, except in its capacity, as applicable, as the Administrative Agent, a Lender or an Issuing Bank hereunder. (c) The Administrative Agent shall be deemed not to have knowledge of any Default or Event of Default unless and until notice describing such Default or Event of Default is given to the Administrative Agent by the Company, any other Borrower, a Lender or an Issuing Bank. (d) The Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document or (v) the satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent. (e) The Administrative Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other Loan Document by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective officers, directors, employees, agents, advisors and Affiliates. The exculpatory provisions of this Article shall apply to any such sub-agent and to the officers, directors, employees, agents, advisors and Affiliates of the Administrative Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent.

Reliance, Etc. Neither (a) None of the Joint Lead Arrangers nor Administrative Agent, any Managing Agent, the Documentation Agent, the Letter of Credit Agent nor or any of their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with the Loan Documents, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Joint Lead Arrangers and each Administrative Agent: (ai) may treat the payee of any Note as the holder thereof until, in until the case of the Paying Agent, the Paying Administrative Agent receives and accepts an Assignment and Assumption Acceptance entered into by the Lender that which 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 from the Paying Agent that it has received and accepted such Assignment and Assumption, in each case as provided in Section 8.079.07; (bii) may consult with legal counsel (including counsel for any Loan Partythe Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (ciii) makes no warranty or representation to any Lender Party and shall not be responsible to any Lender Party for any statements, warranties or representations (whether written or oral) made in or in connection with the Loan Documentsthis Agreement; (div) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of any Loan Document this Agreement on the part of any Loan Party the Borrower or to inspect the property (including the books and records) of any Loan Partythe Borrower; (ev) shall not be responsible to any Lender Party for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, any Loan Document this Agreement or any other instrument or document furnished pursuant theretohereto; and (fvi) shall incur no liability under or in respect of any Loan Document this Agreement by acting upon any notice, consent, certificate or other instrument or writing (which may be by telegram telecopier, telegram, cable or facsimiletelex) believed by it to be genuine and signed or sent by the proper party or parties. (b) The Managing Agents, as such, and the Documentation Agent, as such, shall have no duties or obligations whatsoever with respect to this Agreement, the Notes or any other document or any matter related thereto.

Reliance, Etc. Neither None of the Joint Lead Arrangers nor any Agent nor or any of their respective its directors, officers, agents agents, Affiliates or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement or the other Loan Documents, except for its or their own gross negligence or willful misconductmisconduct as determined by a final judgment of a court of competent jurisdiction. Without limitation of limiting the generality of the foregoing, the Joint Lead Arrangers and each Agent: Agent (ai) may treat the payee of any Note Revolving Credit Notes as the holder thereof until, in until the case Agent receives written notice of the Paying Agentassignment or transfer thereof, the Paying Agent receives pursuant to Section 12.08 hereof, signed by such payee 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 from the Paying Agent that it has received and accepted such Assignment and Assumption, in each case as provided in Section 8.07form satisfactory to it; (bii) may consult with legal counsel (including including, without limitation, counsel for any Loan Partyto the Borrowers), independent public accountants accountants, and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (ciii) makes no warranty or representation to any Lender Party and shall not be responsible to any Lender Party for any statements, certificates, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other 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 or conditions of any this Agreement or the other Loan Document Documents on the part of any Loan Party Person or to inspect the Collateral or other property (including including, without limitation, the books and records) of any Loan PartyPerson; (ev) shall not be responsible to any Lender Party for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, of this Agreement or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, any other Loan Document Documents or any other instrument or document 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 any this Agreement or the other Loan Document Documents by acting upon any notice, consent, certificate or other instrument or writing (which may be by telegram including any telephonic notice, electronic message, Internet or facsimileintranet website posting or other distribution) believed by it to be genuine and signed or sent by the proper party or parties.

Reliance, Etc. Neither (a) None of the Joint Lead Arrangers nor Administrative Agent, any Managing Agent, the Documentation Agent, the Letter of Credit Agent nor or any of their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with the Loan Documents, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Joint Lead Arrangers and each Administrative Agent: (ai) may treat the payee of any Note as the holder thereof until, in until the case of the Paying Agent, the Paying Administrative Agent receives and accepts an Assignment and Assumption Acceptance entered into by the Lender that which 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 from the Paying Agent that it has received and accepted such Assignment and Assumption, in each case as provided in Section 8.079.07; (bii) may consult with legal counsel (including counsel for any Loan PartyBorrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (ciii) makes no warranty or representation to any Lender Party and shall not be responsible to any Lender Party for any statements, warranties or representations (whether written or oral) made in or in connection with the Loan Documentsthis Agreement; (div) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of any Loan Document this Agreement on the part of any Loan Party Borrower or to inspect the property (including the books and records) of any Loan PartyBorrower; (ev) shall not be responsible to any Lender Party for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, any Loan Document this Agreement or any other instrument or document furnished pursuant theretohereto; and (fvi) shall incur no liability under or in respect of any Loan Document this Agreement by acting upon any notice, consent, certificate or other instrument or writing (which may be by telegram telecopier, telegram, cable or facsimiletelex) believed by it to be genuine and signed or sent by the proper party or parties. (b) The Managing Agents, as such, and the Documentation Agent, as such, shall have no duties or obligations whatsoever with respect to this Agreement, the Notes or any other document or any matter related thereto.

Reliance, Etc. Neither the Joint Lead Arrangers nor any Administrative Agent nor any of their respective its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with the Loan Financing Documents, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Joint Lead Arrangers and each Agent: (a) the Administrative Agent may treat the payee of any Note as the holder thereof until, in until the case of the Paying Agent, the Paying Administrative Agent receives and accepts an Assignment and Assumption Acceptance entered into by the Lender Party 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 from the Paying Agent that it has received and accepted such Assignment and Assumption, in each case as provided in Section 8.07; (b) the Administrative Agent may consult with legal counsel (including counsel for any Loan Partythe Borrower), independent public accountants and other experts selected in good faith by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (c) the Administrative Agent makes no warranty or representation to any Lender Party and shall not be responsible to any Lender Party for any statements, warranties or representations (whether written or oral) made in or in connection with the Loan 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 or conditions of any Loan Financing Document on the part of any Loan Party the Borrower or to inspect the property (including the books and records) of any Loan Partythe Borrower (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 Lender Party for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, any Loan Financing Document or any other instrument or document furnished pursuant thereto; and (f) the Administrative Agent shall incur no liability under or in respect of any Loan Financing Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telegram telegram, telecopy or facsimiletelex) reasonably believed by it to be genuine and signed or sent by the proper party or parties.. 72 WPPC Credit Agreement

Reliance, Etc. Neither the Joint Lead Arrangers nor The Facility Agent may: (a) assume that: (i) any Agent nor representation made by any of their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or Obligor in connection with the Loan Documentsany Finance Document is true; (ii) no Default has occurred; and (iii) no Obligor is in breach of or in default of its obligations under any Finance Document to which it is a party unless, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoingin each such case, the Joint Lead Arrangers and Facility Agent has actual knowledge or actual notice to the contrary; (b) assume that the Dollar Lending Office of each Agent: Lender is that specified on the signature pages attached to the Common Terms Agreement (a) may treat the payee of any Note as the holder thereof untiland, in the case of a Transferee Lender, at the Paying Agent, end of the Paying Agent receives and accepts an Assignment and Assumption entered into by the Lender that Transfer Certificate to which it is the payee of such Note, a party 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 from the Paying Agent that Transferee Lender) until it has received and accepted such Assignment and Assumption, in each case as provided in Section 8.07; (b) may consult with legal counsel (including counsel for from any Loan Party), independent public accountants and Lender a notice designating some other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice office of such counsel, accountants or experts; Lender to replace its Dollar Lending Office and may act upon any such notice until the same is superseded by a further such notice; (c) makes no warranty engage and pay for the advice or representation services of any lawyers, accountants, surveyors or other experts whose advice or services may seem necessary, expedient or desirable to it and rely upon any Lender Party and shall not be responsible to any Lender Party for any statements, warranties or representations (whether written or oral) made in or in connection with the Loan Documents; advice so obtained; (d) shall not have any duty to ascertain or to inquire rely as to any matters of fact which might reasonably be expected to be within the performance or observance knowledge of any Obligor upon a certificate signed by or on behalf of the terms, covenants or conditions of any Loan Document on the part of any Loan Party or to inspect the property (including the books and records) of any Loan Party; such Obligor; (e) shall not be responsible to rely upon any Lender Party for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, any Loan Document or any other instrument communication or document furnished pursuant thereto; and (f) shall incur no liability under or in respect of any Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telegram or facsimile) believed by it to be genuine genuine; (f) refrain from exercising any right, power or discretion vested in it as an agent under any Finance Document unless and signed or sent until instructed by the proper party Required Lenders as to whether or parties.not such right, power or discretion is to be exercised and, if it is to be exercised, as to the manner in which it should be exercised; (g) in the absence of instructions from the Required Lenders (or, if appropriate, all the Lenders), act (or refrain from taking action) as it considers to be in the best interests of the Lenders;

Reliance, Etc. Neither The Agent may: (a) assume that: (i) any representation made by any Obligor in connection with any Loan Document is true; (ii) no Default has occurred; and (iii) no Obligor is in breach of or in default of its obligations under any Loan Document to which it is a party unless the Joint Lead Arrangers nor Agent has actual knowledge or actual notice to the contrary; (b) engage and pay for the advice or services of any Agent nor lawyers, accountants, surveyors or other experts whose advice or services may seem necessary, expedient or desirable to it and rely upon any advice so obtained; (c) rely as to any matters of their respective directors, officers, agents or employees shall fact which might reasonably be liable for any action taken or omitted expected to be taken within the knowledge of any Obligor upon a certificate signed by or on behalf of such Obligor; (d) rely upon any communication or document believed by it to be genuine; (e) refrain from exercising any right, power or them discretion vested in it as an agent under any Loan Document unless and until instructed by the Required Lenders as to whether or not such right, power or discretion is to be exercised and, if it is to be exercised, as to the manner in which it should be exercised; (f) refrain from acting in accordance with any instructions of Required Lenders to begin any legal action or proceeding arising out of or in connection with any Loan Document until it shall have received such security and/or further indemnities as it may require (whether by way of payment in advance or otherwise) for all costs, claims, expenses (including legal fees and expenses on a full indemnity basis) and liabilities which it will or may expend or incur in complying with such instructions; and (g) hold or place any Loan Document and any document coming into its possession or control pursuant thereto in safe custody with any bank or other person whose business includes the Loan Documents, except for its safe custody of documents or their own gross negligence with a lawyer or willful misconduct. Without limitation firm of lawyers in any part of the generality of the foregoingworld, the Joint Lead Arrangers and each Agent: (a) may treat the payee of any Note as the holder thereof until, in the case of the Paying Agent, the Paying Agent receives 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 from the Paying Agent that it has received and accepted such Assignment and Assumption, in each case as provided in Section 8.07; (b) may consult with legal counsel (including counsel for any Loan Party), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (c) makes no warranty or representation to any Lender Party and shall not be responsible without responsibility to any Lender Party for any statements, warranties or representations (whether written or oral) made in or in connection with the Loan Documents; (d) shall not have any duty to ascertain or to inquire as to the performance or observance loss incurred by reason of any of the terms, covenants action or conditions of any Loan Document inaction on the part of any Loan Party such person or to inspect for the property (including the books and records) supervision of any Loan Party; (e) shall not be responsible to any Lender Party for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported such person and may pay all sums required to be created under or in connection with, any Loan Document or any other instrument or document furnished pursuant thereto; and (f) shall incur no liability under paid on account of or in respect of any Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telegram or facsimile) believed by it to be genuine and signed or sent by the proper party or partiesforegoing.

Reliance, Etc. Neither (a) None of the Joint Lead Arrangers nor any Agent Agents nor any of their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with the Loan Documents, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Joint Lead Arrangers and each Administrative Agent: (ai) may treat the payee of any Note as the holder thereof until, in until the case of the Paying Agent, the Paying Administrative Agent receives and accepts an Assignment and Assumption Acceptance entered into by the Lender that which 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 from the Paying Agent that it has received and accepted such Assignment and Assumption, in each case as provided in Section 8.079.07; (bii) may consult with legal counsel (including counsel for any Loan PartyBorrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (ciii) makes no warranty or representation to any Lender Party and shall not be responsible to any Lender Party for any statements, warranties or representations (whether written or oral) made in or in connection with the Loan Documentsthis Agreement; (div) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of any Loan Document this Agreement on the part of any Loan Party Borrower or to inspect the property (including the books and records) of any Loan PartyBorrower; (ev) shall not be responsible to any Lender Party for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, any Loan Document this Agreement or any other instrument or document furnished pursuant theretohereto; and (fvi) shall incur no liability under or in respect of any Loan Document this Agreement by acting upon any notice, consent, certificate or other instrument or writing (which may be by telegram electronic mail, telecopier, telegram, cable or facsimiletelex) 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.

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

Reliance, Etc. Neither the Joint Lead Arrangers nor The Facility Agent may: (a) assume that: (i) any Agent nor representation made by any of their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or Obligor in connection with the any Loan DocumentsDocument is true; (ii) no Default has occurred; and (iii) no Obligor is in breach of or in default of its obligations under any Loan Document to which it is a party unless, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoingin each such case, the Joint Lead Arrangers and Facility Agent has actual knowledge or actual notice to the contrary; (b) assume that the Dollar Lending Office of each Agent: Lender is that specified on the signature pages attached hereto (a) may treat the payee of any Note as the holder thereof untiland, in the case of a Transferee Lender, at the Paying Agent, end of the Paying Agent receives and accepts an Assignment and Assumption entered into by the Lender that Transfer Certificate to which it is the payee of such Note, a party 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 from the Paying Agent that Transferee Lender) until it has received from any Lender a notice designating some other office of such Lender to replace its Dollar Lending Office and accepted may act upon any such Assignment notice until the same is superseded by a further such notice; (c) engage and, subject to the provisions of Clause 14.3 in connection with the reimbursement of any payment, pay for the advice or services of any lawyers, accountants, surveyors or other experts whose advice or services may seem necessary, expedient or desirable to it and Assumptionrely upon any advice so obtained; (d) rely as to any matters of fact which might reasonably be expected to be within the knowledge of any Obligor upon a certificate signed by or on behalf of such Obligor; (e) rely upon any communication or document believed by it to be genuine; (f) refrain from exercising any right, power or discretion vested in each case it as provided in Section 8.07; (b) may consult with legal counsel (including counsel for an agent under any Loan Party)Document unless and until instructed by the Required Lenders as to whether or not such right, independent public accountants and other experts selected by it and shall not be liable for any action taken power or omitted discretion is to be taken exercised and, if it is to be exercised, as to the manner in good faith by which it should be exercised; (g) refrain from acting in accordance with any instructions of Required Lenders to begin any legal action or proceeding arising out of or in connection with any Loan Document until it shall have received such security and/or further indemnities as it may require (whether by way of payment in advance or otherwise) for all costs, claims, expenses (including legal fees and expenses on a full indemnity basis) and liabilities which it will or may expend or incur in complying with such instructions; and (h) hold or place any Loan Document and any document coming into its possession or control pursuant thereto in safe custody with any bank or other person whose business includes the advice safe custody of such counseldocuments or with a lawyer or firm of lawyers in any part of the world, accountants or experts; (c) makes no warranty or representation to any Lender Party and shall not be responsible without responsibility to any Lender Party for any statements, warranties or representations (whether written or oral) made in or in connection with the Loan Documents; (d) shall not have any duty to ascertain or to inquire as to the performance or observance loss incurred by reason of any of the terms, covenants action or conditions of any Loan Document inaction on the part of any Loan Party such person or to inspect for the property (including the books and records) supervision of any Loan Party; (e) shall not be responsible to any Lender Party for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported such person and may pay all sums required to be created under or in connection with, any Loan Document or any other instrument or document furnished pursuant thereto; and (f) shall incur no liability under paid on account of or in respect of any Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telegram or facsimile) believed by it to be genuine and signed or sent by the proper party or partiesforegoing.

Reliance, Etc. Neither None of the Joint Lead Arrangers nor Administrative Agent, any Agent Affiliate thereof nor any of their respective directors, officers, agents or employees shall will be liable for any action taken or omitted to be taken by it or any of them under or in connection with this Agreement, or the Loan Related Documents, except for its or 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 Joint Lead Arrangers Seller, the Servicer and each the Purchaser 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 the holder thereof until, in the case of the Paying Agentcapacity for, the Paying Agent receives 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 Seller or the Joint Lead ArrangersOriginator, such Agent or the Joint Lead Arrangers has received notice from the Paying Agent that it has received and accepted such Assignment and Assumption, in each case as provided in Section 8.07; (b) may consult with legal counsel (including counsel for any Loan Party)counsel, independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; , (c) makes no warranty or representation to any Lender Party hereunder and shall not be responsible to any Lender Party for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or the Loan 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 or conditions of any Loan Document this Agreement or the Related Documents on the part of any Loan Party the Seller, the Servicer or the Purchaser or to inspect the property (including the books and records) of any Loan Party; the Seller, the Servicer or the Purchaser, (e) shall not be responsible to any Lender Party the Seller, the Servicer or the Purchaser for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, any Loan Document this Agreement or any other instrument or document furnished pursuant thereto; and hereto (including the Related Documents), (f) shall incur no liability under or in respect of any Loan Document this Agreement or the Related Documents by acting upon any noticenotice or communication (including a communication by telephone), consent, certificate or other instrument or writing (which may be by telegram or facsimile) 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 Joint Lead Arrangers nor any Agent Administrative Agent, the Issuing Bank, nor any of their respective directorsRelated Parties (for the purposes of this Section 7.2, officerscollectively, agents or employees the "Indemnified Parties") shall be liable for any action taken or omitted to be taken by it or them any Indemnified Party under or in connection with this Agreement or the Loan other Credit Documents, INCLUDING ANY INDEMNIFIED PARTY'S OWN NEGLIGENCE, except for its or their own any Indemnified Party's gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Joint Lead Arrangers Administrative Agent and each Agentthe Issuing Bank: (a) may treat the payee of any Term Loan Note or Revolving Loan Note as the holder thereof until, in until the case Administrative Agent receives written notice of the Paying assignment or transfer thereof signed by such payee and in form satisfactory to the Administrative Agent, the Paying Agent receives 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 from the Paying Agent that it has received and accepted such Assignment and Assumption, in each case as provided in Section 8.07; (b) may consult with legal counsel (including counsel for any Loan Partythe Borrower), independent public accountants accountants, and other experts selected by it and shall not be liable 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 Lender Party Bank and shall not be responsible to any Lender Party Bank for any statements, warranties warranties, or representations (whether written or oral) made in or in connection with this Agreement or the Loan other Credit Documents; (d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants covenants, or conditions of this Agreement or any Loan other Credit Document on the part of any Loan Party the Credit Parties or to inspect the property (including the books and records) of any Loan Partythe Credit Parties; (e) shall not be responsible to any Lender Party Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency sufficiency, or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, any Loan Document this Agreement or any other instrument or document furnished pursuant theretoCredit Document; and (f) shall incur no liability under or in respect of this Agreement or any Loan other Credit Document by acting upon any notice, consent, certificate certificate, or other instrument or writing (which may be by telegram telecopier or facsimiletelex) reasonably believed by it to be genuine and signed or sent by the proper party or parties.

Reliance, Etc. Neither the Joint Lead Arrangers Arranger nor any Agent nor any of their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with the Loan Documents, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Joint Lead Arrangers Arranger and each Agent: (a) may treat the payee of any Note as the holder thereof until, in the case of the Paying Administrative Agent, the Paying Administrative Agent receives and accepts an Assignment and Assumption 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 Joint Lead ArrangersArranger, such Agent or the Joint Lead Arrangers Arranger has received notice from the Paying Administrative Agent that it has received and accepted such Assignment and AssumptionAcceptance, in each case as provided in Section 8.07; (b) may consult with legal counsel (including counsel for any Loan Party), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (c) makes no warranty or representation to any Lender Party and shall not be responsible to any Lender Party for any statements, warranties or representations (whether written or oral) made in or in connection with the Loan Documents; (d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of any Loan Document on the part of any Loan Party or to inspect the property (including the books and records) of any Loan Party; (e) shall not be responsible to any Lender Party for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, any Loan Document or any other instrument or document furnished pursuant thereto; and (f) shall incur no liability under or in respect of any Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telegram telegram, telecopy or facsimiletelex) believed by it to be genuine and signed or sent by the proper party or parties.

Reliance, Etc. Neither the Joint Lead Arrangers nor The Agent may: (a) assume that: (i) any Agent nor representation made by any of their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or Obligor in connection with the Loan Documentsany Finance Document is true; (ii) no Default has occurred; and (iii) no Obligor is in breach of or in default of its obligations under any Finance Document to which it is a party unless, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoingin each such case, the Joint Lead Arrangers and Agent has actual knowledge or actual notice to the contrary; (b) assume that the Dollar Lending Office of each Agent: Lender is that specified on the signature pages attached hereto (a) may treat the payee of any Note as the holder thereof untiland, in the case of a transferee of any Lender, as specified to the Paying Agent, the Paying Agent receives and accepts an Assignment and Assumption entered into by the Lender that is the payee transferee of such NoteLender at the time of making such transfer) until it has received from any Lender a notice designating another office of such Lender to replace its Dollar Lending Office and may act upon any such notice until the same is superseded by a further such notice; (c) engage and pay for the advice or services of any lawyers, accountants, surveyors or other experts whose advice or services may seem necessary, expedient or desirable to it and rely upon any advice so obtained; (d) rely as to any matters of fact which might reasonably be expected to be within the knowledge of any Obligor upon a certificate signed by or on behalf of such Obligor; (e) rely upon any communication or document believed by it to be genuine; (f) refrain from exercising any right, power or discretion vested in it as an agent under any Finance Document unless and until instructed by the Required Lenders as to whether or not such right, power or discretion is to be exercised and, if it is to be exercised, as assignor, and an Eligible Assignee, as assignee, to the manner in which it should be exercised; (g) in the absence of instructions from the Required Lenders (or, if appropriate, all the Lenders) or in the case of any other emergency where the Agent is not able to obtain such instructions in a timely manner, act (or the Joint Lead Arrangers, such Agent or the Joint Lead Arrangers has received notice refrain from the Paying Agent that taking action) as it has received and accepted such Assignment and Assumption, in each case as provided in Section 8.07; (b) may consult with legal counsel (including counsel for any Loan Party), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted considers to be taken in good faith by it the best interests of the Lenders; (h) refrain from acting in accordance with the advice any instructions of such counsel, accountants Required Lenders to begin any legal action or experts; (c) makes no warranty or representation to any Lender Party and shall not be responsible to any Lender Party for any statements, warranties or representations (whether written or oral) made in proceeding arising out of or in connection with any Finance Document until it shall have received such security and/or further indemnities as it may require (whether by way of payment in advance or otherwise) for all costs, claims, expenses (including legal fees and expenses on a full indemnity basis) and liabilities which it will or may expend or incur in complying with such instructions; and (i) hold or place any Finance Document and any document coming into its possession or control pursuant thereto in safe custody with any bank or other person whose business includes the Loan Documents; (d) shall not have safe custody of documents or with a lawyer or firm of lawyers in any duty part of the world, without responsibility to ascertain or to inquire as to the performance or observance any Finance Party for any loss incurred by reason of any of the terms, covenants action or conditions of any Loan Document inaction on the part of any Loan Party such person or to inspect for the property (including the books and records) supervision of any Loan Party; (e) shall not be responsible to any Lender Party for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported such person and may pay all sums required to be created under or in connection with, any Loan Document or any other instrument or document furnished pursuant thereto; and (f) shall incur no liability under paid on account of or in respect of any Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telegram or facsimile) believed by it to be genuine and signed or sent by the proper party or partiesforegoing.

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

Reliance, Etc. Neither the Joint Lead Arrangers nor any The Agent nor any of their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with the Loan Documents, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Joint Lead Arrangers and each Agent: may: (a) may treat the payee assume that: (i) any representation made by any Obligor, AngloGold or AngloGold(BVI) in connection herewith or any other Loan Document is true; (ii) no Default has occurred; and (iii) none of any Note as Obligor, AngloGold or AngloGold (BVI) is in breach of or in default of its obligations hereunder or under any other Loan Document to which it is a party unless the holder thereof untilAgent has actual knowledge or actual notice to the contrary; (b) assume that the Dollar Lending Office of each Lender is that specified on the signature pages attached hereto (and, in the case of a Transferee Lender, at the Paying Agent, end of the Paying Agent receives and accepts an Assignment and Assumption entered into by the Lender that Transfer Certificate to which it is the payee of such Note, a party 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 from the Paying Agent that Transferee Lender) until it has received from any Lender a notice designating some other office of such Lender to replace its Dollar Lending Office and accepted may act upon any such Assignment notice until the same is superseded by a further such notice; (c) engage and Assumptionpay for the advice or services of any lawyers, in each case accountants, surveyors or other experts whose advice or services may seem necessary, expedient or desirable to it and rely upon any advice so obtained; (d) rely as provided in Section 8.07; to any matters of fact which might reasonably be expected to be within the knowledge of any Obligor, AngloGold or AngloGold (b) may consult with legal counsel (including counsel for any Loan PartyBVI), independent public accountants and other experts selected upon a certificate signed by or on behalf of such Obligor, AngloGold or AngloGold (BVI); (e) rely upon any communication or document believed by it and shall not be liable for any action taken or omitted to be taken genuine; (f) refrain from exercising any right, power or discretion vested in good faith it as an agent hereunder or under any other Loan Document unless and until instructed by the Required Lenders as to whether or not such right, power or discretion is to be exercised and, if it is to be exercised, as to the manner in which it should be exercised; (g) refrain from acting in accordance with any instructions of Required Lenders to begin any legal action or proceeding arising out of or in connection with this Agreement or any other Loan Document until it shall have received such security and/or further indemnities as it may require (whether by way of payment in advance or otherwise) for all costs, claims, expenses (including legal fees and expenses on a full indemnity basis) and liabilities which it will or may expend or incur in complying with such instructions; and (h) hold or place any Loan Document and any document coming into its possession or control pursuant thereto in safe custody with any bank or other person whose business includes the advice safe custody of such counseldocuments or with a lawyer or firm of lawyers in any part of the world, accountants or experts; (c) makes no warranty or representation to any Lender Party and shall not be responsible without responsibility to any Lender Party for any statements, warranties or representations (whether written or oral) made in or in connection with the Loan Documents; (d) shall not have any duty to ascertain or to inquire as to the performance or observance loss incurred by reason of any of the terms, covenants action or conditions of any Loan Document inaction on the part of any Loan Party such person or to inspect for the property (including the books and records) supervision of any Loan Party; (e) shall not be responsible to any Lender Party for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported such person and may pay all sums required to be created under or in connection with, any Loan Document or any other instrument or document furnished pursuant thereto; and (f) shall incur no liability under paid on account of or in respect of any Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telegram or facsimile) believed by it to be genuine and signed or sent by the proper party or partiesforegoing.

Reliance, Etc. Neither None of the Joint Lead Arrangers nor any Agent nor or any of their respective its directors, officers, agents agents, Affiliates or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement or the other Loan Documents, except for its or their own gross negligence or willful misconductmisconduct as determined by a final judgment of a court of competent jurisdiction. Without limitation of limiting the generality of the foregoing, the Joint Lead Arrangers and each Agent: Agent (ai) may treat the payee of any Note Revolving Credit Notes as the holder thereof until, in until the case Agent receives written notice of the Paying Agentassignment or transfer thereof, the Paying Agent receives pursuant to Section 9.08 hereof, signed by such payee 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 from the Paying Agent that it has received and accepted such Assignment and Assumption, in each case as provided in Section 8.07form satisfactory to it; (bii) may consult with legal counsel (including including, without limitation, counsel for any Loan Partyto the Borrower), independent public accountants accountants, and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (ciii) makes no warranty or representation to any Lender Party and shall not be responsible to any Lender Party for any statements, certificates, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other 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 or conditions of any this Agreement or the other Loan Document Documents on the part of any Loan Party or to inspect the property (including the books and records) of any Loan PartyPerson; (ev) shall not be responsible to any Lender Party for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, of this Agreement or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, any other Loan Document Documents or any other instrument or document furnished pursuant hereto or thereto; (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 any this Agreement or the other Loan Document Documents by acting upon any notice, consent, certificate or other instrument or writing (which may be by telegram telegram, telecopy, cable or facsimiletelex) believed by it to be genuine and signed or sent by the proper party or parties.

Reliance, Etc. Neither (a) None of the Joint Administrative Agent, any Lead Arrangers nor Managing Agent or any Agent nor Arranger or any of their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it 97 93 or them under or in connection with the Loan Documents, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Joint Lead Arrangers and each Administrative Agent: (ai) may treat the payee of any Note as the holder thereof until, in until the case of the Paying Agent, the Paying Administrative Agent receives and accepts an Assumption Agreement entered into by an Assuming Lender as provided in Section 2.19 or an Assignment and Assumption 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 Joint Lead Arrangers, such Agent or the Joint Lead Arrangers has received notice from the Paying Agent that it has received and accepted such Assignment and Assumption, in each case as provided in Section 8.079.07; (bii) may consult with legal counsel (including counsel for any Loan Obligated Party), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (ciii) makes no warranty or representation to any Lender Party and shall not be responsible to any Lender Party for any statements, warranties or representations (whether written or oral) made in or in connection with the Loan Documents; (div) 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 any Loan Document on the part of any Loan Obligated Party or to inspect the property (including the books and records) of any Loan Obligated Party; (ev) shall not be responsible to any Lender Party for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest Lien created or purported to be created under or in connection with, any Loan Document or any other instrument or document furnished pursuant theretohereto; and (fvi) shall incur no liability under or in respect of any Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telegram telegram, telecopy, cable or facsimiletelex) believed by it to be genuine and signed or sent by the proper party or parties. (b) The Lead Managing Agents and the Arrangers, as such, shall have no duties or obligations whatsoever with respect to this Agreement, the Notes or any other document or any matter related thereto.

Reliance, Etc. Neither (a) None of the Joint Lead Arrangers nor any Agent Agents nor any of their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with the Loan Documents, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Joint Lead Arrangers and each Administrative Agent: (ai) may treat the payee of any Note as the holder thereof until, in until the case of the Paying Agent, the Paying Administrative Agent receives and accepts an Assignment and Assumption Acceptance entered into by the Lender that which 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 from the Paying Agent that it has received and accepted such Assignment and Assumption, in each case as provided in Section 8.079.07; (bii) may consult with legal counsel (including counsel for any Loan PartyBorrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (ciii) makes no warranty or representation to any Lender Party or Issuing Bank and shall not be responsible to any Lender Party or Issuing Bank for any statements, warranties or representations (whether written or oral) made in or in connection with the Loan Documentsthis Agreement; (div) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of any Loan Document this Agreement on the part of any Loan Party Borrower or to inspect the property (including the books and records) of any Loan PartyBorrower; (ev) shall not be responsible to any Lender Party for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, any Loan Document this Agreement or any other instrument or document furnished pursuant theretohereto; and (fvi) shall incur no liability under or in respect of any Loan Document this Agreement by acting upon any notice, consent, certificate or other instrument or writing (which may be MARRIOTT CREDIT AGREEMENT by telegram telecopier, telegram, cable or facsimiletelex) believed by it to be genuine and signed or sent by the proper party or parties. (b) The Joint Lead Arrangers and Joint Book Managers, as such, the Syndication Agent, as such, and the Documentation 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 Joint Lead Arrangers nor any Administrative Agent nor any of their its respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with the Loan Documents, except for its or their own gross negligence or willful misconductmisconduct (as determined by a court of competent jurisdiction in a final non-appealable judgment). Without limitation of the generality of the foregoing, the Joint Lead Arrangers and each Administrative Agent: (ai) may treat the payee of any Note as the holder thereof until, in until the case of the Paying Agent, the Paying Administrative Agent receives and accepts an Assignment and Assumption Acceptance entered into by the Lender that which 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 from the Paying Agent that it has received and accepted such Assignment and Assumption, in each case as provided in Section 8.079.07; (bii) may consult with legal counsel (including counsel for any Loan PartyBorrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (ciii) makes no warranty or representation to any Lender Party and shall not be responsible to any Lender Party for any statements, warranties or representations (whether written or oral) made in or in connection with the Loan Documentsthis Agreement; (div) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of any Loan Document this Agreement on the part of any Loan Party Borrower or to inspect the property (including the books and records) of any Loan PartyBorrower; (ev) shall not be responsible to any Lender Party for the due execution, legality, validity, enforceability, 109 WEIL:\98721861\10\35899.0596 genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, any Loan Document this Agreement or any other instrument or document furnished pursuant theretohereto; and (fvi) shall incur no liability under or in respect of any Loan Document this Agreement by acting upon any notice, consent, certificate or other instrument or writing (which may be by telegram telecopier, telegram, cable or facsimiletelex) 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.

Reliance, Etc. Neither the Joint Lead Arrangers nor any Agent nor any of their respective its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with the Loan Documentsthis Agreement, except for its or their own gross negligence or willful misconduct. Without limitation of limiting the generality of the foregoing, the Joint Lead Arrangers and each Agent: Agent (a) may treat the payee of any Note as the holder thereof until, in the case of the Paying Agent, the Paying Agent receives 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 from the Paying Agent that it has received and accepted such Assignment and Assumption, in each case as provided in Section 8.07; (bi) may consult with legal counsel (including counsel for any Loan Party)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; (cii) makes no warranty or representation to any Lender Party and shall not be responsible to any Lender Party of them for any statements, warranties or representations (whether written or oral) made in or in connection with the Loan Documentsthis Agreement; (diii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of any Loan Document this Agreement or the FMR Guaranty on the part of any Loan Party the Borrower or the Guarantor or to inspect the property (including the books and records) of the Borrower, the Guarantor, or any Loan Partyof its Subsidiaries; (eiv) shall not be responsible to any Lender Party for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, any Loan Document this Agreement or any other instrument or document furnished pursuant theretohereto; (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 any Loan Document this Agreement by acting upon any notice, consent, certificate or other instrument or writing (which may be by telegram or facsimiletelecopy) believed by it to be genuine and signed or sent by the proper party or parties.

Reliance, Etc. Neither (a) None of the Joint Lead Arrangers nor any Administrative Agent, the Documentation Agent nor or any of their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with the Loan Documentsthis Agreement, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Joint Lead Arrangers and each Administrative Agent: (ai) may treat the payee of any Note as the holder thereof until, in until the case of the Paying Agent, the Paying Administrative Agent receives 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 Assumption 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 Joint Lead Arrangers, such Agent or the Joint Lead Arrangers has received notice from the Paying Agent that it has received and accepted such Assignment and Assumption, in each case as provided in Section 8.07; (bii) may consult with legal counsel (including counsel for any Loan Partythe Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (ciii) makes no warranty or representation to any Lender Party and shall not be responsible to any Lender Party for any statements, warranties or representations (whether written or oral) made in or in connection with the Loan Documentsthis Agreement; (div) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of any Loan Document this Agreement on the part of the Borrower or any Loan Party Borrowing Subsidiary or to inspect the property (including the books and records) of the Borrower or any Loan PartyBorrowing Subsidiary; (ev) shall not be responsible to any Lender Party for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, any Loan Document this Agreement or any other instrument or document furnished pursuant theretohereto; and (fvi) shall incur no liability under or in respect of any Loan Document this Agreement by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopier, telegram or facsimiletelex) believed by it to be genuine and signed or sent by the proper party or parties. (b) The Documentation Agent, as such, shall have no duties or obligations whatsoever with respect to this Agreement, the Notes or any matter related thereto.

Reliance, Etc. Neither None of the Joint Lead Arrangers nor Operating Agent, any Agent Affiliate ------------- thereof nor any of their respective directors, officers, agents or employees shall will be liable for any action taken or omitted to be taken by it or any of them under or in connection with this Agreement, the Loan Program Documents or the Related Documents, except for its or 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 Joint Lead Arrangers contrary, the Seller, the Servicer and each Agent: the 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 the holder thereof until, in the case of the Paying Agentcapacity for, the Paying Agent receives 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 Seller or the Joint Lead ArrangersOriginator, such Agent or the Joint Lead Arrangers has received notice from the Paying Agent that it has received and accepted such Assignment and Assumption, in each case as provided in Section 8.07; (b) may consult with legal counsel (including counsel for any Loan Party)counsel, independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; , (c) makes no warranty or representation to any Lender Party hereunder and shall not be responsible to any Lender Party for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement, the Loan Program Documents or the 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 or conditions of any Loan Document this Agreement, the Program Documents or Related Documents on the part of any Loan Party the Seller, the Servicer or the Purchaser or to inspect the property (including the books and records) of any Loan Party; the Seller, the Servicer or the Purchaser, (e) shall not be responsible to any Lender Party the Seller, the Servicer or the Purchaser for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, any Loan Document this Agreement or any other instrument or document furnished pursuant thereto; and hereto (including the Related Documents), (f) shall incur no liability under or in respect of any Loan Document this Agreement, the Program Documents or the Related Documents by acting upon any noticenotice or communication (including a communication by telephone), consent, certificate or other instrument or writing (which may be by telegram or facsimile) 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 Joint Lead Arrangers nor any Agent nor any of their respective its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with the Loan Financing Documents, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Joint Lead Arrangers and each Agent: (a) the Administrative Agent may treat the payee of any Note as the holder thereof until, in until the case of the Paying Agent, the Paying Administrative Agent receives and accepts an Assignment and Assumption Acceptance entered into by the Lender Party 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 from the Paying Agent that it has received and accepted such Assignment and Assumption, in each case as provided in Section 8.07; (b) each Agent may consult with legal counsel (including counsel for any Loan Partythe Borrower), independent public accountants and other experts selected in good faith by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (c) each Agent makes no warranty or representation to any Lender Party and shall not be responsible to any Lender Party for any statements, warranties or representations (whether written or oral) made in or in connection with the Loan 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 or conditions of any Loan Financing 105 AESC Credit Agreement Document on the part of any Loan Party the Borrower or to inspect the property (including the books and records) of any Loan Partythe Borrower; (e) each Agent shall not be responsible to any Lender Party for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, any Loan Financing Document or any other instrument or document furnished pursuant thereto; and (f) each Agent shall incur no liability under or in respect of any Loan Financing Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telegram telegram, telecopy or facsimiletelex) reasonably believed by it to be genuine and signed or sent by the proper party or parties.

Reliance, Etc. Neither the Joint Lead Arrangers nor Each Facilities Agent may: (a) assume that: (i) any Agent nor representation made by any of their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or Obligor in connection with any Finance Document is true; (ii) no Default has occurred; and (iii) no Obligor is in breach of or in default of its obligations under any Finance Document to which it is a party unless, in each such case, such Facilities Agent has actual knowledge or actual notice to the Loan Documents, except for its or their own gross negligence or willful misconduct. Without limitation contrary; (b) assume that the Dollar Lending Office of each Senior Lender is that specified on the generality of the foregoing, the Joint Lead Arrangers and each Agent: signature pages attached hereto (a) may treat the payee of any Note as the holder thereof untiland, in the case of the Paying Agenta transferee of any Senior Lender, the Paying as specified to such Facilities Agent receives and accepts an Assignment and Assumption entered into by the Lender that is the payee transferee of such NoteSenior Lender at the time of making such transfer) until it has received from any Senior Lender a notice designating some other office of such Senior Lender to replace its Dollar Lending Office and may act upon any such notice until the same is superseded by a further such notice; (c) engage and pay for the advice or services of any lawyers, accountants, surveyors or other experts whose advice or services may seem necessary, expedient or desirable to it (including the Independent Engineer and the Insurance Consultant) and rely upon any advice so obtained; (d) rely as to any matters of fact which might reasonably be expected to be within the knowledge of any Obligor upon a certificate signed by or on behalf of such Obligor; (e) rely upon any communication or document believed by it to be genuine; (f) refrain from exercising any right, power or discretion vested in it as an agent under any Finance Document unless and until instructed by the Required Lenders as to whether or not such right, power or discretion is to be exercised and, if it is to be exercised, as assignor, and an Eligible Assignee, as assignee, to the manner in which it should be exercised; (g) in the absence of instructions from the Required Senior Lenders (or, if appropriate, all the Senior Lenders) or in the case of any other emergency where such Facilities Agent is not able to obtain such instructions in a timely manner, act (or the Joint Lead Arrangers, such Agent or the Joint Lead Arrangers has received notice refrain from the Paying Agent that taking action) as it has received and accepted such Assignment and Assumption, in each case as provided in Section 8.07; (b) may consult with legal counsel (including counsel for any Loan Party), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted considers to be taken in good faith by it the best interests of the Senior Lenders; (h) refrain from acting in accordance with any instructions of the advice Required Senior Lenders to begin any legal action or proceeding arising out of such counsel, accountants or experts; (c) makes no warranty or representation to any Lender Party and shall not be responsible to any Lender Party for any statements, warranties or representations (whether written or oral) made in or in connection with any Finance Document until it shall have received such security and/or further indemnities as it may require (whether by way of payment in advance or otherwise) for all costs, claims, expenses (including legal fees and expenses on a full indemnity basis) and liabilities which it will or may expend or incur in complying with such instructions; (i) hold or place any Finance Document and any document coming into its possession or control pursuant thereto in safe custody with any bank or other person whose business includes the Loan Documents; (d) shall not have safe custody of documents or with a lawyer or firm of lawyers in any duty part of the world, without responsibility to ascertain or to inquire as to the performance or observance any Finance Party for any loss incurred by reason of any of the terms, covenants action or conditions of any Loan Document inaction on the part of any Loan Party such person or to inspect for the property (including the books and records) supervision of any Loan Party; (e) shall not be responsible to any Lender Party for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported such person and may pay all sums required to be created under or in connection with, any Loan Document or any other instrument or document furnished pursuant thereto; and (f) shall incur no liability under paid on account of or in respect of any Loan Document by acting upon any noticethe foregoing; and (j) in the case of the Principal Facilities Agent, consent, certificate or other instrument or writing give instructions and directions to each Securities Representative in a manner consistent with the provisions of this Agreement (which may be by telegram or facsimile) believed by it to be genuine and signed or sent by including the proper party or partiesforegoing provisions of this Clause).

Reliance, Etc. Neither None of the Joint Lead Arrangers nor any Agent nor any of Agent, the Issuing Bank, their Affiliates and their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with the Loan Documentsthis Agreement, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Joint Lead Arrangers Agent and each Agentthe Issuing Bank: (a) may treat the payee of any Note as the holder thereof until, in until the case of the Paying Agent, the Paying Agent receives and accepts an Assignment and Assumption Acceptance entered into by the Lender that Bank which 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 from the Paying Agent that it has received and accepted such Assignment and Assumption, in each case as provided in Section 8.079.02; (b) may consult with legal counsel (including counsel for any Loan Partythe Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (c) makes no HOU04:43581.4 warranty or representation to any Lender Party Bank and shall not be responsible to any Lender Party Bank for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Loan Documents; (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 any this Agreement or the other Loan Document Documents on the part of the Borrower or any Loan Party other Person or to inspect the property (including the books and records) of the Borrower or any Loan Partyother Person; (e) shall not be responsible to any Lender Party Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection withLoan Document, any Loan Document collateral provided for therein, or any other instrument or document furnished pursuant thereto; and (f) shall incur no liability under or in respect of any Loan Document this Agreement by acting upon any notice, consent, certificate or other instrument or writing (which may be by telegram telecopier, telegram, cable or facsimiletelex) 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 None of the Joint Lead Arrangers nor any Agent nor or any of their respective its directors, officers, agents agents, Affiliates or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement or the other Loan Documents, except for its or their own gross negligence or willful misconductmisconduct as determined by a final judgment of a court of competent jurisdiction. Without limitation of limiting the generality of the foregoing, the Joint Lead Arrangers and each Agent: Agent (ai) may treat the payee of any Note Revolving Credit Notes as the holder thereof until, in until the case Agent receives written notice of the Paying Agentassignment or transfer thereof, the Paying Agent receives pursuant to Section 12.08 hereof, signed by such payee 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 from the Paying Agent that it has received and accepted such Assignment and Assumption, in each case as provided in Section 8.07form satisfactory to it; (bii) may consult with legal counsel (including including, without limitation, counsel for any Loan Partyto the Borrowers), independent public accountants accountants, and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (ciii) makes no warranty or representation to any Lender Party and shall not be responsible to any Lender Party for any statements, certificates, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other 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 or conditions of any this Agreement or the other Loan Document Documents on the part of any Loan Party Person or to inspect the Collateral or other property (including including, without limitation, the books and records) of any Loan PartyPerson; (ev) shall not be responsible to any Lender Party for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, of this Agreement or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, any other Loan Document Documents or any other instrument or document furnished pursuant hereto or thereto; (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 any this Agreement or the other Loan Document Documents by acting upon any notice, consent, certificate or other instrument or writing (which may be by telegram telegram, telecopy, cable or facsimiletelex) believed by it to be genuine and signed or sent by the proper party or parties.

Reliance, Etc. Neither (a) None of the Joint Lead Arrangers nor any Agent Agents nor any of their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with the Loan Documents, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Joint Lead Arrangers and each Administrative Agent: (ai) may treat the payee of any Note as the holder thereof until, in until the case of the Paying Agent, the Paying Administrative Agent receives and accepts an Assignment and Assumption Acceptance entered into by the Lender that which 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 from the Paying Agent that it has received and accepted such Assignment and Assumption, in each case as provided in Section 8.079.07; (bii) may consult with legal counsel (including counsel for any Loan PartyBorrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (ciii) makes no warranty or representation to any Lender Party or Issuing Bank and shall not be responsible to any Lender Party or Issuing Bank for any statements, warranties or representations (whether written or oral) made in or in connection with the Loan Documentsthis Agreement; (div) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of any Loan Document this Agreement on the part of any Loan Party Borrower or to inspect the property (including the books and records) of any Loan PartyBorrower; (ev) shall not be responsible to any Lender Party for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, any Loan Document this Agreement or any other instrument or document furnished pursuant theretoTHIRD AMENDED AND RESTATED CREDIT AGREEMENT hereto; and (fvi) shall be entitled to rely upon, and shall incur no liability under or in respect of any Loan Document this Agreement by acting upon upon, any notice, request, consent, certificate certificate, statement or other instrument instrument, document or writing (which may be by telegram telecopier/fax, telegram, cable or facsimiletelex, any other electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and signed or sent by the proper party or parties. (b) The Joint Lead Arrangers and Joint Bookrunners, as such, the Co-Syndication Agents, as such, and the Documentation 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, any of the other Loan Documents or any other document or any matter related thereto, except in its capacity, as applicable, as the Administrative Agent, a Lender or an Issuing Bank hereunder. (c) The Administrative Agent shall be deemed not to have knowledge of any Default or Event of Default unless and until notice describing such Default or Event of Default is given to the Administrative Agent by the Company, any other Borrower, a Lender or an Issuing Bank. (d) The Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document or (v) the satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent. (e) The Administrative Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other Loan Document by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective officers, directors, employees, agents, advisors and Affiliates. The exculpatory provisions of this Article shall apply to any such sub-agent and to the officers, directors, employees, agents, advisors and Affiliates of the Administrative Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent.

Reliance, Etc. Neither the Joint Lead Arrangers Agent nor any the Collateral Agent nor any of their respective Affiliates, directors, 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 it or them by such directors, officers, agents or employees under or in connection with this Agreement, the Notes or any other Loan DocumentsDocument, except for 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 Joint Lead Arrangers Agent and each the Collateral Agent: (a) may treat the payee of any Note as the holder thereof until, in the case of the Paying Agent, the Paying Agent receives 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 from the Paying Agent that it has received and accepted such Assignment and Assumption, in each case as provided in Section 8.07; (bi) may consult with legal counsel (including counsel for any Loan Party)counsel, independent public accountants and other experts selected by it and shall not be liable 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 Lender Party Lender, the Loan Administrator or, except as expressly provided in the Board Guaranty, the Board and shall not be responsible to any Lender Party Lender, the Loan Administrator or, except as expressly provided in the Board Guaranty, the Board for any statements, warranties or representations (whether written oral or oralwritten) made in or in connection with this Agreement, the Notes or any other Loan DocumentsDocument; (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 or conditions of this Agreement, the Notes or any other Loan Document on the part of any Loan Party Group or the Borrower or to inspect the property (including the books and records) of any Loan PartyObligor; (eiv) shall not be responsible to any Lender Party Lender, the Loan Administrator or the Board for the due execution, legality, validity, enforceability, genuineness, sufficiency or value ofof this Agreement, the Notes or the perfection or priority of any lien or security interest created or purported to be created under or in connection withother Loan Document, any 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, the Notes or any other Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telegram telegram, facsimile transmission, cable or facsimiletelex) 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 The Agent, the Joint Lead Arrangers nor any Agent nor any of Funds Administrator and their respective directors, officers, agents or employees shall not be liable for any action taken or omitted to be taken by it or them under or in connection with the Loan Documentsthis Agreement, except for its such acts or their own 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 Joint Lead Arrangers Agent and each Agentthe Funds Administrator: (a) may treat the payee of any Note as the holder thereof until, in until the case of the Paying Agent, the Paying Agent receives and accepts an Assignment and Assumption Acceptance entered into by the Lender that Bank which 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 from the Paying Agent that it has received and accepted such Assignment and Assumption, in each case as provided in Section 8.079.02, and the Agent notifies such Person thereof; (b) may consult with legal counsel (including counsel for any Loan Partythe Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (c) makes no warranty or representation to any Lender Party Bank and shall not be responsible to any Lender Party Bank for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other 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 any this Agreement or the other Loan Document Documents on the part of the Borrower or any Loan Party other Person or to inspect the property (including the books and records) of the Borrower or any Loan Partyother Person; (e) shall not be responsible to any Lender Party Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection withLoan Document, any Loan Document collateral provided for therein, or any other instrument or document furnished pursuant thereto; and (f) shall incur no liability under or in respect of any Loan Document this Agreement by acting upon any notice, consent, certificate or other instrument or writing (which may be by telegram telecopier, telegram, cable or facsimiletelex) 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 the Joint Lead Arrangers nor any Agent nor any of their respective directors, officers, agents or employees Each LC Issuing Bank shall be liable for any action taken or omitted entitled (but not obligated) to rely, and shall be taken fully protected in relying, on the representation and warranty by it or them under or each Requesting Borrower set forth in the last sentence of Section 3.02 to establish whether the conditions specified in clauses (c) and (d) of Section 3.02 are met in connection with the Loan Documents, except for its any issuance or their own gross negligence or willful misconductextension of a Letter of Credit. Without limitation of the generality of the foregoing, the Joint Lead Arrangers and each Agent: (a) may treat the payee of any Note as the holder thereof until, in the case of the Paying Agent, the Paying Agent receives and accepts an Assignment and Assumption entered into by the Lender that is the payee of such Note, as assignorEach LC Issuing Bank shall be entitled to rely, and an Eligible Assigneeshall be fully protected in relying, as assignee, or, in the case upon advice and statements of any other Agent or the Joint Lead Arrangers, such Agent or the Joint Lead Arrangers has received notice from the Paying Agent that it has received and accepted such Assignment and Assumption, in each case as provided in Section 8.07; (b) may consult with legal counsel (including counsel for any Loan Party)counsel, independent public accountants and other experts selected by such LC Issuing Bank and upon any Letter of Credit, draft, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document believed by it in good faith to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, and may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary unless the beneficiary and the relevant Requesting Borrower shall have notified such LC Issuing Bank that such documents do not comply with the terms and conditions of such Letter of Credit. Any LC Issuing Bank shall be liable for fully justified in refusing to take any action requested of it under this Section in respect of any Letter of Credit issued by it unless it shall first have received such advice or concurrence of the Required Banks as it reasonably deems appropriate or it shall first be indemnified to its reasonable satisfaction by the Banks against any and all liability and expense which may be incurred by it by reason of taking or continuing to take, or omitting or continuing to omit, any such action. Notwithstanding any other provision of this Section, each LC Issuing Bank shall in all cases be fully protected in acting, or in refraining from acting, under this Section in respect of any Letter of Credit in accordance with a request of the Required Banks, and such request and any action taken or omitted failure to act pursuant thereto shall be taken binding upon the Banks and all future holders of participations in good faith by it in accordance with the advice such Letter of such counsel, accountants or expertsCredit; (c) makes no warranty or representation to any Lender Party and provided that this sentence shall not be responsible to any Lender Party for any statements, warranties or representations (whether written or oral) made in or in connection with the Loan Documents; (d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of any Loan Document on the part of any Loan Party or to inspect the property (including the books and records) of any Loan Party; (e) shall not be responsible to any Lender Party for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, any Loan Document or any other instrument or document furnished pursuant thereto; and (f) shall incur no liability under or in respect of any Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telegram or facsimile) believed by it to be genuine and signed or sent by the proper party or parties.not

Reliance, Etc. Neither (a) None of the Joint Lead Arrangers nor any Administrative Agent nor any of their its respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with the Loan Documents, except for its or their own gross negligence or willful misconductmisconduct (as determined by a court of competent jurisdiction in a final non-appealable judgment). Without limitation of the generality of the foregoing, the Joint Lead Arrangers and each Administrative Agent: (ai) may treat the payee of any Note as the holder thereof until, in until the case of the Paying Agent, the Paying Administrative Agent receives and accepts an Assignment and Assumption Acceptance entered into by the Lender that which 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 from the Paying Agent that it has received and accepted such Assignment and Assumption, in each case as provided in Section 8.079.07; (bii) may consult with legal counsel (including counsel for any Loan PartyBorrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (ciii) makes no warranty or representation to any Lender Party and shall not be responsible to any Lender Party for any statements, warranties or representations (whether written or oral) made in or in connection with the Loan Documentsthis Agreement; (div) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of any Loan Document this Agreement on the part of any Loan Party Borrower or to inspect the property (including the books and records) of any Loan PartyBorrower; (ev) shall not be responsible to any Lender Party for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, any Loan Document this Agreement or any other instrument or document furnished pursuant theretohereto; and (fvi) shall incur no liability under or in respect of any Loan Document this Agreement by acting upon any notice, consent, certificate or other instrument or writing (which may be by telegram telecopier, telegram, cable or facsimiletelex) 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.

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

Reliance, Etc. Neither (a) None of the Joint Lead Arrangers nor any Administrative Agent nor any of their its respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with the Loan Documents, except for its or their own gross negligence or willful misconductmisconduct (as determined by a court of competent jurisdiction in a final non-appealable judgment). Without limitation of the generality of the foregoing, the Joint Lead Arrangers and each Administrative Agent: (ai) may treat the payee of any Note as the holder thereof until, in until the case of the Paying Agent, the Paying Administrative Agent receives and accepts an Assignment and Assumption Acceptance entered into by the Lender that which 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 from the Paying Agent that it has received and accepted such Assignment and Assumption, in each case as provided in Section 8.079.07; (bii) may consult with legal counsel (including counsel for any Loan PartyBorrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (ciii) makes no warranty or representation to any Lender Party and shall not be responsible to any Lender Party for any statements, warranties or representations (whether written or oral) made in or in connection with the Loan Documentsthis Agreement; (div) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of any Loan Document this Agreement on the part of any Loan Party Borrower or to inspect the property (including the books and records) of any Loan PartyBorrower; (ev) shall not be responsible to any Lender Party for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, any Loan Document this Agreement or any other instrument or document furnished pursuant theretohereto; and (fvi) shall incur no liability under or in respect of any Loan Document this Agreement by acting upon any notice, consent, certificate or other instrument or writing (which may be by telegram 109 - (b) The Arrangers each referred to on the cover page hereto, shall have no duties or facsimile) believed by it obligations whatsoever to be genuine and signed the Lenders under or sent by with respect to this Agreement, the proper party Notes or partiesany other document or any matter related thereto.

Reliance, Etc. Neither (a) None of the Joint Lead Arrangers nor any Agent Agents nor any of their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with the Loan Documents, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Joint Lead Arrangers and each Administrative Agent: FIFTH AMENDED AND RESTATED CREDIT AGREEMENT (ai) may treat the payee of any Note as the holder thereof until, in until the case of the Paying Agent, the Paying Administrative Agent receives and accepts an Assignment and Assumption Acceptance entered into by the Lender that which 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 from the Paying Agent that it has received and accepted such Assignment and Assumption, in each case as provided in Section 8.079.07; (bii) may consult with legal counsel (including counsel for any Loan PartyBorrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (ciii) makes no warranty or representation to any Lender Party or Issuing Bank and shall not be responsible to any Lender Party or Issuing Bank for any statements, warranties or representations (whether written or oral) made in or in connection with the Loan Documentsthis Agreement; (div) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of any Loan Document this Agreement on the part of any Loan Party Borrower or to inspect the property (including the books and records) of any Loan PartyBorrower; (ev) shall not be responsible to any Lender Party for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, any Loan Document this Agreement or any other instrument or document furnished pursuant theretohereto; and (fvi) shall be entitled to rely upon, and shall incur no liability under or in respect of any Loan Document this Agreement by acting upon upon, any notice, request, consent, certificate certificate, statement or other instrument instrument, document or writing (which may be by telegram telecopier/fax, telegram, cable or facsimiletelex, any other electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and signed or sent by the proper party or parties. (b) The Joint Bookrunners, as such, the Joint Lead Arrangers, as such, the Syndication Agents, as such, and the Documentation Agents, as such, and the Managing 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, any of the other Loan Documents or any other document or any matter related thereto, except in its capacity, as applicable, as the Administrative Agent, a Lender or an Issuing Bank hereunder. (c) The Administrative Agent shall be deemed not to have knowledge of any Default or Event of Default unless and until notice describing such Default or Event of Default is given to the Administrative Agent by the Company, any other Borrower, a Lender or an Issuing Bank. (d) The Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document or (v) the satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent. (e) The Administrative Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other Loan Document by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective officers, directors, employees, agents, advisors and Affiliates. The exculpatory FIFTH AMENDED AND RESTATED CREDIT AGREEMENT provisions of this Article shall apply to any such sub-agent and to the officers, directors, employees, agents, advisors and Affiliates of the Administrative Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent.

Reliance, Etc. Neither None of the Joint Lead Arrangers nor any Agent nor any of Administrative Agent, the Issuing Bank, their Affiliates and their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with the Loan Documentsthis Agreement, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Joint Lead Arrangers Administrative Agent and each Agentthe Issuing Bank: (a) may treat the payee of any Note as the holder thereof until, in until the case of the Paying Agent, the Paying Administrative Agent receives and accepts an Assignment and Assumption Acceptance entered into by the Lender that Bank which 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 from the Paying Agent that it has received and accepted such Assignment and Assumption, in each case as provided in Section 8.079.02; (b) may consult with legal counsel (including counsel for any Loan Partythe Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (c) makes no warranty or representation to any Lender Party Bank and shall not be responsible to any Lender Party Bank for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other 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 any this Agreement or the other Loan Document Documents on the part of the Borrower or any Loan Party other Person or to inspect the property (including the books and records) of the Borrower or any Loan Partyother Person; (e) shall not be responsible to any Lender Party Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection withLoan Document, any Loan Document collateral provided for therein, or any other instrument or document furnished pursuant thereto; and (f) shall incur no liability under or in respect of any Loan Document this Agreement by acting upon any notice, consent, certificate or other instrument or writing (which may be by telegram telecopier, telegram, cable or facsimiletelex) 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 None of the Joint Lead Arrangers nor any Agent nor any of Administrative Agent, the Syndication Agent, the Issuing Bank, their Affiliates and their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with the Loan Documentsthis Agreement, except for 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 Joint Lead Arrangers Administrative Agent, the Syndication Agent and each Agentthe Issuing Bank: (a) may treat the payee of any Note as the holder thereof until, in until the case of the Paying Agent, the Paying Administrative Agent receives and accepts an Assignment and Assumption Acceptance entered into by the Lender that Bank which 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 from the Paying Agent that it has received and accepted such Assignment and Assumption, in each case as provided in Section 8.07SECTION 10.02; (b) may consult with legal counsel (including counsel for any Loan Partythe Borrowers), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (c) makes no warranty or representation to any Lender Party Bank and shall not be responsible to any Lender Party Bank for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other 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 any this Agreement or the other Loan Document Documents on the part of the Borrowers or any Loan Party other Person or to inspect the property (including the books and records) of the Borrowers or any Loan Partyother Person; (e) shall not be responsible to any Lender Party Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection withLoan Document, any Loan Document collateral provided for therein, or any other instrument or document furnished pursuant thereto; and (f) shall incur no liability under or in respect of any Loan Document this Agreement by acting upon any notice, consent, certificate or other instrument or writing (which may be by telegram telecopier, telegram, cable or facsimiletelex) 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 the Joint Lead Arrangers nor any Agent Administrative Agent, the Issuing Bank, nor any of their respective directorsRelated Parties (for the purposes of this Section 7.2, officerscollectively, agents or employees the "INDEMNIFIED PARTIES") shall be liable for any action taken or omitted to be taken by it or them any Indemnified Party under or in connection with this Agreement or the Loan other Credit Documents, INCLUDING ANY INDEMNIFIED PARTY'S OWN NEGLIGENCE, except for its or their own any Indemnified Party's gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Joint Lead Arrangers Administrative Agent and each Agentthe Issuing Bank: (a) may treat the payee of any Revolving Loan Note as the holder thereof until, in until the case Administrative Agent receives written notice of the Paying assignment or transfer thereof signed by such payee and in form satisfactory to the Administrative Agent, the Paying Agent receives 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 from the Paying Agent that it has received and accepted such Assignment and Assumption, in each case as provided in Section 8.07; (b) may consult with legal counsel (including counsel for any Loan Party)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 Lender Party Bank and shall not be responsible to any Lender Party Bank for any statements, warranties warranties, or representations (whether written or oral) made in or in connection with this Agreement or the Loan other Credit Documents; (d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants covenants, or conditions of this Agreement or any Loan other Credit Document on the part of any Loan Party the Credit Parties or to inspect the property (including the books and records) of any Loan Partythe Credit Parties; (e) shall not be responsible to any Lender Party Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency sufficiency, or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, any Loan Document this Agreement or any other instrument or document furnished pursuant theretoCredit Document; and (f) shall incur no liability under or in respect of this Agreement or any Loan other Credit Document by acting upon any notice, consent, certificate certificate, or other instrument or writing (which may be by telegram telecopier or facsimiletelex) reasonably believed by it to be genuine and signed or sent by the proper party or parties.

Reliance, Etc. Neither the Joint Lead Arrangers nor any Administrative Agent nor any of their respective its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with the Loan Financing Documents, except to the extent it is found by the final judgment of a court of competent jurisdiction that such liability for any 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 Joint Lead Arrangers and each Agent: (a) the Administrative Agent may treat the payee of any Note as the holder thereof until, in until the case of the Paying Agent, the Paying Administrative Agent receives and accepts an Assignment and Assumption Acceptance entered into by the Lender Party 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 from the Paying Agent that it has received and accepted such Assignment and Assumption, in each case as provided in Section 8.07; (b) the Administrative Agent may consult with legal counsel (including counsel for any Loan Partythe Borrower), independent public accountants and other experts selected in good faith by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (c) the Administrative Agent makes no warranty or representation to any Lender Party and shall not be responsible to any Lender Party for any statements, warranties or representations (whether written or oral) made in or in connection with the Loan 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 or conditions of any Loan Financing Document on the part of any Loan Party the Borrower or to inspect the property (including the books and records) of any Loan Partythe Borrower (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 Lender Party for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, any Loan Document or any other instrument or document furnished pursuant thereto; and (f) Administrative Agent shall incur no liability under or in respect of any Loan Financing Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telegram telegram, telecopy or facsimiletelex) reasonably believed by it to be genuine and signed or sent by the proper party or parties.

Reliance, Etc. Neither the Joint Lead Arrangers Agent nor any Agent Issuing Bank nor any of their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with the Loan Documentsthis Agreement, except for 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 Joint Lead Arrangers and each Agent: (a) may treat the payee of Lender that made any Note L/C Disbursement as the holder thereof until, in the case of the Paying Agent, Debt resulting therefrom until the Paying Agent receives and accepts an Assignment and Assumption Acceptance entered into by the Lender that is the payee of such Notea Lender, 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 from the Paying Agent that it has received and accepted such Assignment and Assumption, in each case as provided in Section 8.079.07; (b) may consult with legal counsel (including counsel for any Loan Partythe Guarantor), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (c) makes no warranty or representation to any Lender Party and shall not be responsible to any Lender Party for any statements, warranties or representations (whether written or oral) made in or in connection with the Loan Documentsthis Agreement; (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 or conditions of any Loan Document this Agreement on the part of the Account Party or the Guarantor or the existence at any Loan Party time of any Default or to inspect the property (including the books and records) of any Loan Partythe Guarantor; (e) shall not be responsible to any Lender Party for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, any Loan Document this Agreement or any other instrument or document furnished pursuant theretohereto; and (f) shall incur no liability under or in respect of any Loan Document this Agreement by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopier, telegram or facsimiletelex) believed by it to be genuine and signed or sent by the proper party or parties.

Reliance, Etc. Neither (a) None of the Joint Lead Arrangers nor any Agent Agents nor any of their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with the Loan Documents, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Joint Lead Arrangers and each Administrative Agent: (ai) may treat the payee of any Note as the holder thereof until, in until the case of the Paying Agent, the Paying Administrative Agent receives and accepts an Assignment and Assumption Acceptance entered into by the Lender that which 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 from the Paying Agent that it has received and accepted such Assignment and Assumption, in each case as provided in Section 8.079.07; (bii) may consult with legal counsel (including counsel for any Loan PartyBorrower), independent public accountants FIFTH AMENDED AND RESTATED CREDIT AGREEMENT and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (ciii) makes no warranty or representation to any Lender Party or Issuing Bank and shall not be responsible to any Lender Party or Issuing Bank for any statements, warranties or representations (whether written or oral) made in or in connection with the Loan Documentsthis Agreement; (div) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of any Loan Document this Agreement on the part of any Loan Party Borrower or to inspect the property (including the books and records) of any Loan PartyBorrower; (ev) shall not be responsible to any Lender Party for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, any Loan Document this Agreement or any other instrument or document furnished pursuant theretohereto; and (fvi) shall be entitled to rely upon, and shall incur no liability under or in respect of any Loan Document this Agreement by acting upon upon, any notice, request, consent, certificate certificate, statement or other instrument instrument, document or writing (which may be by telegram telecopier/fax, telegram, cable or facsimiletelex, any other electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and signed or sent by the proper party or parties. (b) The Joint Bookrunners, as such, the Joint Lead Arrangers, as such, the Syndication Agents, as such, and the Documentation Agents, as such, and the Managing 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, any of the other Loan Documents or any other document or any matter related thereto, except in its capacity, as applicable, as the Administrative Agent, a Lender or an Issuing Bank hereunder. (c) The Administrative Agent shall be deemed not to have knowledge of any Default or Event of Default unless and until notice describing such Default or Event of Default is given to the Administrative Agent by the Company, any other Borrower, a Lender or an Issuing Bank. (d) The Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document or (v) the satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent. (e) The Administrative Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other Loan Document by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective officers, directors, employees, agents, advisors and Affiliates. The exculpatory provisions of this Article shall apply to any such sub-agent and to the officers, directors, employees, agents, advisors and Affiliates of the Administrative Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent. FIFTH AMENDED AND RESTATED CREDIT AGREEMENT

Reliance, Etc. Neither (a) None of the Joint Administrative Agent, any Lead Arrangers nor Managing Agent or any Agent nor Arranger or any of their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with the Loan Documents, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Joint Lead Arrangers and each Administrative Agent: (ai) may treat the payee of any Note as the holder thereof until, in until the case of the Paying Agent, the Paying Administrative Agent receives and accepts an Assumption Agreement entered into by an Assuming Lender as provided in Section 2.18, or an Assignment and Assumption 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 Joint Lead Arrangers, such Agent or the Joint Lead Arrangers has received notice from the Paying Agent that it has received and accepted such Assignment and Assumption, in each case as provided in Section 8.079.07; (bii) may consult with legal counsel (including counsel for any Loan Obligated Party), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (ciii) makes no warranty or representation to any Lender Party and shall not be responsible to any Lender Party for any statements, warranties or representations (whether written or oral) made in or in connection with the Loan Documents; (div) 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 any Loan Document on the part of any Loan Obligated Party or to inspect the property (including the books and records) of any Loan Obligated Party; (ev) shall not be responsible to any Lender Party for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest Lien created or purported to be created under or in connection with, any Loan Document or any other instrument or document furnished pursuant theretohereto; and (fvi) shall incur no liability under or in respect of any Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telegram telegram, telecopy, cable or facsimiletelex) believed by it to be genuine and signed or sent by the proper party or parties. (b) The Lead Managing Agents and the Arrangers, as such, shall have no duties or obligations whatsoever with respect to this Agreement, the Notes or any other document or any matter related thereto.

Reliance, Etc. Neither (a) None of the Joint Lead Arrangers nor any Agent Agents nor any of their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with the Loan Documents, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Joint Lead Arrangers and each Administrative Agent: (ai) may treat the payee of any Note as the holder thereof until, in until the case of the Paying Agent, the Paying Administrative Agent receives and accepts an Assignment and Assumption Acceptance entered into by the Lender that which 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 from the Paying Agent that it has received and accepted such Assignment and Assumption, in each case as provided in Section 8.079.07; (bii) may consult with legal counsel (including counsel for any Loan PartyBorrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (ciii) makes no warranty or representation to any Lender Party and shall not be responsible to any Lender Party for any statements, warranties or representations (whether written or oral) made in or in connection with the Loan Documentsthis Agreement; (div) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of any Loan Document this Agreement on the part of any Loan Party Borrower or to inspect the property (including the books and records) of any Loan PartyBorrower; (ev) shall not be responsible to any Lender Party for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, any Loan Document this Agreement or any other instrument or document furnished pursuant theretohereto; and (fvi) shall incur no liability under or in respect of any Loan Document this Agreement by acting upon any notice, consent, certificate or other instrument or writing (which may be by telegram telecopier, telegram, cable or facsimiletelex) 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 (a) None of the Joint Lead Arrangers nor any Agent Agents nor any of their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with the Loan Documents, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Joint Lead Arrangers and each Administrative Agent: (ai) may treat the payee of any Note as the holder thereof until, in until the case of the Paying Agent, the Paying Administrative Agent receives and accepts an Assignment and Assumption Acceptance entered into by the Lender that which 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 from the Paying Agent that it has received and accepted such Assignment and Assumption, in each case as provided in Section 8.079.07; (bii) may consult with legal counsel (including counsel for any Loan PartyBorrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (ciii) makes no warranty or representation to any Lender Party and shall not be responsible to any Lender Party for any statements, warranties or representations (whether written or oral) made in or in connection with the Loan Documentsthis Agreement; (div) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of any Loan Document this Agreement on the part of any Loan Party Borrower or to inspect the property (including the books and records) of any Loan PartyFMC CORPORATION Borrower; (ev) shall not be responsible to any Lender Party for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, any Loan Document this Agreement or any other instrument or document furnished pursuant theretohereto; and (fvi) shall incur no liability under or in respect of any Loan Document this Agreement by acting upon any notice, consent, certificate or other instrument or writing (which may be by telegram telecopier, telegram, cable or facsimiletelex) 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 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 None of the Joint Lead Arrangers nor any Agent nor or any of their respective its directors, officers, agents agents, Affiliates or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement or the other Loan Documents, except for its or their own gross negligence or willful misconductmisconduct as determined by a final judgment of a court of competent jurisdiction. Without limitation of limiting the generality of the foregoing, the Joint Lead Arrangers and each Agent: Agent (ai) may treat the payee of any Note Revolving Credit Notes as the holder thereof until, in until the case Agent receives written notice of the Paying Agentassignment or transfer thereof, the Paying Agent receives pursuant to Section 12.08 hereof, signed by such payee 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 from the Paying Agent that it has received and accepted such Assignment and Assumption, in each case as provided in Section 8.07form satisfactory to it; (bii) may consult with legal counsel (including including, without limitation, counsel for any Loan Partyto the Borrower), independent public accountants accountants, and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (ciii) makes no warranty or representation to any Lender Party and shall not be responsible to any Lender Party for any statements, certificates, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other 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 or conditions of any this Agreement or the other Loan Document Documents on the part of any Loan Party Person or to inspect the Collateral or other property (including including, without limitation, the books and records) of any Loan PartyPerson; (ev) shall not be responsible to any Lender Party for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, of this Agreement or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, any other Loan Document Documents or any other instrument or document furnished pursuant hereto or thereto; (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 any this Agreement or the other Loan Document Documents by acting upon any notice, consent, certificate or other instrument or writing (which may be by telegram telegram, telecopy, cable or facsimiletelex) believed by it to be genuine and signed or sent by the proper party or parties.

Reliance, Etc. Neither the Joint Lead Arrangers nor any the Administrative Agent nor any of their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with the Loan Documents, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Joint Lead Arrangers and each the Administrative Agent: (a) may treat the payee of any Note as the holder thereof until, in the case of the Paying Administrative Agent, the Paying Administrative Agent receives 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 the Administrative Agent or the Joint Lead Arrangers, such the Administrative Agent or the Joint Lead Arrangers has received notice from the Paying Administrative Agent that it has received and accepted such Assignment and Assumption, in each case as provided in Section 8.07; (b) may consult with legal counsel (including counsel for any Loan Partythe Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (c) makes no warranty or representation to any Lender Party and shall not be responsible to any Lender Party for any statements, warranties or representations (whether written or oral) made in or in connection with the Loan Documents; (d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of any Loan Document on the part of any Loan Party the Borrower or to inspect the property (including the books and records) of any Loan Partythe Borrower; (e) shall not be responsible to any Lender Party for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, any Loan Document or any other instrument or document furnished pursuant thereto; and (f) shall incur no liability under or in respect of any Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telegram or facsimile) believed by it to be genuine and signed or sent by the proper party or parties.

Reliance, Etc. Neither (a) None of the Joint Lead Arrangers nor any Agent Agents nor any of their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with the Loan Documents, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Joint Lead Arrangers and each Administrative Agent: (ai) may treat the payee of any Note as the holder thereof until, in until the case of the Paying Agent, the Paying Administrative Agent receives and accepts an Assignment and Assumption Acceptance entered into by the Lender that which 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 from the Paying Agent that it has received and accepted such Assignment and Assumption, in each case as provided in Section 8.079.07; (bii) may consult with legal counsel (including counsel for any Loan PartyBorrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (ciii) makes no warranty or representation to any Lender Party and shall not be responsible to any Lender Party for any statements, warranties or representations (whether written or oral) made in or in connection with the Loan Documentsthis Agreement; (div) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of any Loan Document this Agreement on the part of any Loan Party Borrower or to inspect the property (including the books and records) of any Loan PartyBorrower; (ev) shall not be responsible to any Lender Party for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, any Loan Document this Agreement or any other instrument or document furnished pursuant theretohereto; and (fvi) shall incur no liability under or in respect of any Loan Document this Agreement by acting upon any notice, consent, certificate or other instrument or writing (which may be by telegram telecopier, telegram, cable or facsimiletelex) 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 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 None of the Joint Lead Arrangers nor any Agent nor or any of their respective its directors, officers, agents agents, Affiliates or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement or the other Loan Documents, except for its or their own gross negligence or willful misconductmisconduct as determined by a final judgment of a court of competent jurisdiction. Without limitation of limiting the generality of the foregoing, the Joint Lead Arrangers and each Agent: Agent (ai) may treat the payee of any Note Revolving Credit Notes as the holder thereof until, in until the case Agent receives written notice of the Paying Agentassignment or transfer thereof, the Paying Agent receives pursuant to Section 12.08 hereof, signed by such payee 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 from the Paying Agent that it has received and accepted such Assignment and Assumption, in each case as provided in Section 8.07form satisfactory to it; (bii) may consult with legal counsel (including including, without limitation, counsel for any Loan Partyto the Borrower), independent public accountants accountants, and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (ciii) makes no warranty or representation to any Lender Party and shall not be responsible to any Lender Party for any statements, certificates, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other 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 or conditions of any this Agreement or the other Loan Document Documents on the part of any Loan Party Person or to inspect the Collateral or other property (including including, without limitation, the books and records) of any Loan PartyPerson; (ev) shall not be responsible to any Lender Party for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, of this Agreement or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, any other Loan Document Documents or any other instrument or document furnished pursuant hereto or thereto; (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 any this Agreement or the other Loan Document Documents by acting upon any notice, consent, certificate or other instrument or writing (which may be by telegram telegram, telecopy, cable or facsimiletelex) believed by it to be genuine and signed or sent by the proper party or parties.

Reliance, Etc. (a) Neither the Joint Lead Arrangers nor any Agent nor any of their respective its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement or any of the Loan other Program Documents, except for its or their own gross negligence or willful misconduct. Without limitation of limiting the generality of the foregoing, the Joint Lead Arrangers and each Agent: (a) may treat the payee of any Note as the holder thereof until, in the case of the Paying Agent, the Paying Agent receives 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 from the Paying Agent that it has received and accepted such Assignment and Assumption, in each case as provided in Section 8.07; (bi) may consult with legal counsel (including counsel for any Loan Party), the Borrower or the Adviser) and independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (cii) makes no warranty or representation to any Lender Secured Party or any other Person and shall not be responsible to any Lender Secured Party or any Person for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or the Loan other 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 or conditions of this Agreement, the other Program Documents or any Loan Document Documents on the part of the Borrower, the Adviser, the Custodian or any Loan Party other Person or to inspect the property (including the books and records) of the Borrower, the Adviser, the Custodian or any Loan Partyother Person; (eiv) shall not be responsible to any Lender Secured Party or any other Person for the due execution, legality, validity, enforceability, genuineness, sufficiency or value ofof this Agreement, or the perfection or priority of any lien or security interest created or purported to be created under or in connection withother Program Documents, any Loan Document or any other instrument or document furnished pursuant hereto or thereto; and (fv) shall incur no liability under or in respect of this Agreement or any Loan other Program Document by acting upon any notice, consent, certificate or other instrument or writing (which may be delivered by telegram telecopier, telegram, cable or facsimiletelex) believed by it to be genuine and signed or sent by the proper party or parties. (b) Neither any Managing Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement or any of the other Program Documents, except for its or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, each Managing Agent: (i) may consult with legal counsel (including counsel for the Borrower or the Adviser) and independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (ii) makes no warranty or representation to any Secured Party or any other Person and shall not be responsible to any Secured Party or any Person for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Program Documents; (iii) 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, the other Program Documents or any Loan Documents on the part of the Borrower, the Adviser, the Custodian or any other Person or to inspect the property (including the books and records) of the Borrower, the Adviser, the Custodian or any other Person; (iv) shall not be responsible to any Secured Party or any other Person for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, the other Program Documents, any Loan Document or any other instrument or document furnished pursuant hereto or thereto; and (v) shall incur no liability under or in respect of this Agreement or any other Program Document by acting upon any notice, consent, certificate or other instrument or writing (which may be delivered by telecopier, telegram, cable or telex) believed by it to be genuine and signed or sent by the proper party or parties.

Reliance, Etc. Neither the Joint Lead Arrangers nor any the Administrative Agent nor any of their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with the Loan Documents, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Joint Lead Arrangers and each the Administrative Agent: (a) may treat the payee of any Note as the holder thereof until, in the case of the Paying Administrative Agent, the Paying Administrative Agent receives 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 the Administrative Agent or the Joint Lead Arrangers, such the Administrative Agent or the Joint Lead Arrangers has received notice from the Paying Administrative Agent that it has received and accepted such Assignment and Assumption, in each case as provided in Section 8.07; (b) may consult with legal counsel (including counsel for any Loan Partythe Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (c) makes no warranty or representation to any Lender Party and shall not be responsible to any Lender Party for any statements, warranties or representations (whether written or oral) made in or in connection with the Loan Documents; (d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of any Loan Document on the part of any Loan Party the Borrower or to inspect the property (including the books and records) of any Loan Partythe Borrower; (e) shall not be responsible to any Lender Party for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, any Loan Document or any other instrument or document furnished pursuant thereto; and (f) shall incur no liability under or in respect of any Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telegram or facsimile) believed by it to be genuine and signed or sent by the proper party or parties.. 95 SDI – Credit Agreement

Reliance, Etc. Neither the Joint Lead Arrangers nor The Facility Agent may: (a) assume that: (i) any Agent nor representation made by any of their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or Obligor in connection with the Loan Documentsany Finance Document is true; (ii) no Default has occurred; and (iii) no Obligor is in breach of or in default of its obligations under any Finance Document to which it is a party unless, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoingin each such case, the Joint Lead Arrangers and Facility Agent has actual knowledge or actual notice to the contrary; (b) assume that the Dollar Lending Office of each Agent: Lender is that specified on the signature pages attached to the Common Terms Agreement (a) may treat the payee of any Note as the holder thereof untiland, in the case of a Transferee Lender, at the Paying Agent, end of the Paying Agent receives and accepts an Assignment and Assumption entered into by the Lender that Transfer Certificate to which it is the payee of such Note, a party 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 from the Paying Agent that Transferee Lender) until it has received from any Lender a notice designating some other office of such Lender to replace its Dollar Lending Office and accepted may act upon any such Assignment notice until the same is superseded by a further such notice; (c) engage and Assumptionpay for the advice or services of any lawyers, accountants, surveyors or other experts whose advice or services may seem necessary, expedient or desirable to it and rely upon any advice so obtained; (d) rely as to any matters of fact which might reasonably be expected to be within the knowledge of any Obligor upon a certificate signed by or on behalf of such Obligor; (e) rely upon any communication or document believed by it to be genuine; (f) refrain from exercising any right, power or discretion vested in each case it as provided an agent under any Finance Document unless and until instructed by the Required Lenders as to whether or not such right, power or discretion is to be exercised and, if it is to be exercised, as to the manner in Section 8.07; which it should be exercised; (bg) may consult with legal counsel in the absence of instructions from the Required Lenders (including counsel for any Loan Partyor, if appropriate, all the Lenders), independent public accountants and other experts selected by act (or refrain from taking action) as it and shall not be liable for any action taken or omitted considers to be taken in good faith by it the best interests of the Lenders; (h) refrain from acting in accordance with any instructions of the advice Required Lenders to begin any legal action or proceeding arising out of such counsel, accountants or experts; (c) makes no warranty or representation to any Lender Party and shall not be responsible to any Lender Party for any statements, warranties or representations (whether written or oral) made in or in connection with any Finance Document until it shall have received such security and/or further indemnities as it may require (whether by way of payment in advance or otherwise) for all costs, claims, expenses (including legal fees and expenses on a full indemnity basis) and liabilities which it will or may expend or incur in complying with such instructions; and (i) hold or place any Finance Document and any document coming into its possession or control pursuant thereto in safe custody with any bank or other person whose business includes the Loan Documents; (d) shall not have safe custody of documents or with a lawyer or firm of lawyers in any duty part of the world, without responsibility to ascertain or to inquire as to the performance or observance any Finance Party for any loss incurred by reason of any of the terms, covenants action or conditions of any Loan Document inaction on the part of any Loan Party such person or to inspect for the property (including the books and records) supervision of any Loan Party; (e) shall not be responsible to any Lender Party for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported such person and may pay all sums required to be created under or in connection with, any Loan Document or any other instrument or document furnished pursuant thereto; and (f) shall incur no liability under paid on account of or in respect of any Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telegram or facsimile) believed by it to be genuine and signed or sent by the proper party or partiesforegoing.

Reliance, Etc. Neither the Joint Lead Arrangers nor any Agent nor any of their respective its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with the Loan Documentsthis Agreement, except for its or their own gross negligence or willful misconduct. Without limitation of limiting the generality of the foregoing, the Joint Lead Arrangers and each Agent: Agent (a) may treat the payee of any Note as the holder thereof until, in the case of the Paying Agent, the Paying Agent receives 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 from the Paying Agent that it has received and accepted such Assignment and Assumption, in each case as provided in Section 8.07; (bi) may consult with legal counsel (including counsel for any Loan Party)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; (cii) makes no warranty or representation to any Lender Party and shall not be responsible to any Lender Party of them for any statements, warranties or representations (whether written or oral) made in or in connection with the Loan Documentsthis Agreement; (diii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of any Loan Document this Agreement or the FMR Guaranty on the part of any Loan Party the Borrowers or the Guarantor or to inspect the property (including the books and records) of the Borrowers, the Guarantor, or any Loan Partyof its Subsidiaries; (eiv) shall not be responsible to any Lender Party for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, any Loan Document this Agreement or any other instrument or document furnished pursuant theretohereto; (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 any Loan Document this Agreement by acting upon any notice, consent, certificate or other instrument or writing (which may be by telegram or facsimiletelecopy) believed by it to be genuine and signed or sent by the proper party or parties.

Reliance, Etc. Neither the Joint Lead Arrangers nor any Administrative Agent nor any of their respective its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with the Loan Financing Documents, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Joint Lead Arrangers and each Agent: (a) the Administrative Agent may treat the payee of any Note as the holder thereof until, in until the case of the Paying Agent, the Paying Administrative Agent receives and accepts an Assignment and Assumption Acceptance entered into by the 82 AESC Amended and Restated Credit Agreement Lender Party 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 from the Paying Agent that it has received and accepted such Assignment and Assumption, in each case as provided in Section 8.07; (b) the Administrative Agent may consult with legal counsel (including counsel for any Loan Partythe Borrower), independent public accountants and other experts selected in good faith by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (c) the Administrative Agent makes no warranty or representation to any Lender Party and shall not be responsible to any Lender Party for any statements, warranties or representations (whether written or oral) made in or in connection with the Loan 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 or conditions of any Loan Financing Document on the part of any Loan Party the Borrower or to inspect the property (including the books and records) of any Loan Partythe Borrower (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 Lender Party for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, any Loan Financing Document or any other instrument or document furnished pursuant thereto; and (f) the Administrative Agent shall incur no liability under or in respect of any Loan Financing Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telegram telegram, telecopy or facsimiletelex) reasonably believed by it to be genuine and signed or sent by the proper party or parties.

Reliance, Etc. Neither (a) None of the Joint Lead Arrangers nor any Agent Agents nor any of their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with the Loan Documents, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Joint Lead Arrangers and each Administrative Agent: (ai) may treat the payee of any Note as the holder thereof until, in until the case of the Paying Agent, the Paying Administrative Agent receives and accepts an Assignment and Assumption Acceptance entered into by the Lender that which 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 from the Paying Agent that it has received and accepted such Assignment and Assumption, in each case as provided in Section 8.079.07; (bii) may consult with legal counsel (including counsel for any Loan PartyBorrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (ciii) makes no warranty or representation to any Lender Party or Issuing Bank and shall not be responsible to any Lender Party or Issuing Bank for any statements, warranties or SECOND AMENDED AND RESTATED CREDIT AGREEMENT representations (whether written or oral) made in or in connection with the Loan Documentsthis Agreement; (div) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of any Loan Document this Agreement on the part of any Loan Party Borrower or to inspect the property (including the books and records) of any Loan PartyBorrower; (ev) shall not be responsible to any Lender Party for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, any Loan Document this Agreement or any other instrument or document furnished pursuant theretohereto; and (fvi) shall be entitled to rely upon, and shall incur no liability under or in respect of any Loan Document this Agreement by acting upon upon, any notice, request, consent, certificate certificate, statement or other instrument instrument, document or writing (which may be by telegram telecopier/fax, telegram, cable or facsimiletelex, any other electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and signed or sent by the proper party or parties. (b) The Joint Lead Arrangers and Joint Bookrunners, as such, the Syndication Agent, as such, and the Documentation 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, any of the other Loan Documents or any other document or any matter related thereto, except in its capacity, as applicable, as the Administrative Agent, a Lender or an Issuing Bank hereunder. (c) The Administrative Agent shall be deemed not to have knowledge of any Default or Event of Default unless and until notice describing such Default or Event of Default is given to the Administrative Agent by the Company, any other Borrower, a Lender or an Issuing Bank. (d) The Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document or (v) the satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent. (e) The Administrative Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other Loan Document by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective officers, directors, employees, agents, advisors and Affiliates. The exculpatory provisions of this Article shall apply to any such sub-agent and to the officers, directors, employees, agents, advisors and Affiliates of the Administrative Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent.

Reliance, Etc. Neither the Joint Lead Arrangers nor any Administrative Agent nor any of their respective its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with the Loan Financing Documents, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Joint Lead Arrangers and each Agent: (a) the Administrative Agent may treat the payee of any Note as the holder thereof until, in until the case of the Paying Agent, the Paying Administrative Agent receives and accepts an Assignment and Assumption Acceptance entered into by the Lender Party 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 from the Paying Agent that it has received and accepted such Assignment and Assumption, in each case as provided in Section 8.07; (b) the Administrative Agent may consult with legal counsel (including counsel for any Loan Partythe Borrower), independent public accountants and other experts selected in good faith by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (c) the Administrative Agent makes no warranty or representation to any Lender Party and shall not be responsible to any Lender Party for any statements, warranties or representations (whether written or oral) made in or in connection with the Loan 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 or conditions of any Loan Financing Document on the part of any Loan Party the Borrower or to inspect the property (including the books and records) of any Loan Partythe Borrower (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 Lender Party for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, any Loan Financing Document or any other instrument or document furnished pursuant thereto; and (f) the Administrative Agent shall incur no liability under or in respect of any Loan Financing Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telegram telegram, telecopy or facsimiletelex) reasonably believed by it to be genuine and signed or sent by the proper party or parties.

Reliance, Etc. Neither None of the Joint Lead Arrangers nor any Administrative Agent nor or any of their respective its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with the Loan Documentsthis Agreement, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Joint Lead Arrangers and each Administrative Agent: (ai) may treat the payee of Lender that made any Note Advance as the holder thereof until, in the case of the Paying Agent, Debt resulting therefrom until the Paying Administrative Agent receives and accepts an Assignment and Assumption Agreement entered into by an Assuming Lender as provided in Section 2.15 or 2.16, as the Lender that is the payee of case may be, or an Assignment and Acceptance entered into by such NoteLender, 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 from the Paying Agent that it has received and accepted such Assignment and Assumption, in each case as provided in Section 8.07; (bii) may consult with legal counsel (including counsel for any Loan Partythe Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (ciii) makes no warranty or representation to any Lender Party and shall not be responsible to any Lender Party for any statements, warranties or representations (whether written or oral) made in or in connection with the Loan Documentsthis Agreement; (div) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of any Loan Document this Agreement on the part of the Borrower or any Loan Party Borrowing Subsidiary or to inspect the property (including the books and records) of the Borrower or any Loan PartyBorrowing Subsidiary; (ev) shall not be responsible to any Lender Party for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, any Loan Document this Agreement or any other instrument or document furnished pursuant theretohereto; and (fvi) shall incur no liability under or in respect of any Loan Document this Agreement by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopier, telegram or facsimiletelex) believed by it to be genuine and signed or sent by the proper party or parties.