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

Administrative Agent’s Reliance, Etc. (a) Neither the Administrative Agent nor any of 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 this Agreement or any of the other Facility Documents, except for its or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, the Administrative Agent: (i) may consult with legal counsel (including, without limitation, counsel for the Borrower or the Servicer or any of their Affiliates) and independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (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 Facility Documents; (iii) shall not have any duty to monitor, ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement, the other Facility Documents or any Loan Documents on the part of the Borrower or any other Person or to inspect the property (including the books and records) of the Borrower; (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 any Collateral, this Agreement, the other Facility Documents, any Loan Document or any other instrument or document furnished pursuant hereto or thereto or for the validity, perfection, priority or enforceability of the Liens on the Collateral; and (v) shall incur no liability under or in respect of this Agreement or any other Facility Document by relying on, acting upon (or by refraining from action in reliance on) any written or oral notice, request, consent, certificate (including for the avoidance of doubt, the Borrowing Base Certificate), instruction or waiver, report, statement, opinion, direction or other instrument (which may be delivered in person or by telephone, telecopier, email, cable or telex, if acceptable to it) believed by it to be genuine and believed by it to be signed or sent by the proper party or parties. The Administrative Agent shall not have any liability to the Borrower or any Lender or any other Person for the Borrower’s or any Lender’s, as the case may be, performance of, or failure to perform, any of their respective obligations and duties under this Agreement or any other Facility Document.

Administrative Agent’s Reliance, Etc. (a) Neither the Administrative Agent nor any of 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 this Agreement or any of the other Facility Loan Documents, except for its or their own gross negligence or willful misconduct. Without limiting limitation of the generality of the foregoing, the Administrative Agent: (ia) may consult with legal counsel (including, without limitation, including counsel for the Borrower or the Servicer or any of their Affiliates) and 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; (iib) makes no warranty or representation to any Secured Party or any other Person Lender and shall not be responsible to any Secured Party or any Person Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Facility Loan Documents; (iiic) shall not have any duty to monitor, ascertain or to inquire as to the performance performance, observance or observance satisfaction of any of the terms, covenants or conditions of this Agreementany Loan Document on Senior Secured Term Loan Credit Agreement among Kosmos Energy LTD., Kosmos Energy GOM Holdings, LLC, Kosmos Energy Gulf of Mexico Operations, LLC, the other Facility Documents or any Loan Documents on Guarantors party hereto, the Initial Lenders, and CLMG Corp. dated as of September 30, 2020 Page 120 of 146 US 7362483v.35 the part of any Loan Party or the Borrower or existence at any other Person time of any Default under the Loan Documents or to inspect the property (including the books and records) of the Borrowerany Loan Party; (ivd) shall not be responsible to any Secured Party or any other Person Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any Collateral, this Agreement, the other Facility Documentslien 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 hereto or thereto or for the validity, perfection, priority or enforceability of the Liens on the Collateralthereto; and (ve) shall incur no liability under or in respect of this Agreement or any other Facility Loan Document by relying on, acting upon (or by refraining from action in reliance on) any written or oral notice, request, consent, certificate (including for the avoidance of doubt, the Borrowing Base Certificate), instruction or waiver, report, statement, opinion, direction or other instrument or writing (which may be delivered in person or by telephone, telecopier, email, cable or telex, if acceptable to itelectronic communication) believed by it to be genuine and believed by it to be signed or sent by the proper party or parties. The Administrative Agent shall not have any liability to the Borrower or any Lender or any other Person for the Borrower’s or any Lender’s, as the case may be, performance of, or failure to perform, any of their respective obligations and duties under this Agreement or any other Facility Document.

Administrative Agent’s Reliance, Etc. (a) Neither the Administrative Agent nor any of 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 this Agreement or any of the other Facility Loan Documents, except for its or their own gross negligence or willful misconduct. Without limiting limitation of the generality of the foregoing, the Administrative Agent: (ia) may treat the payee of any Note as the holder thereof until the Administrative Agent receives and accepts an Accession Agreement entered into by an Acceding Lender as provided in Section 2.17 or an Assignment and Acceptance entered into by the Lender that is the payee of such Note, as assignor, and an Eligible Assignee, as assignee; (b) may consult with legal counsel (including, without limitation, including counsel for the Borrower or the Servicer or any of their Affiliates) and 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; (iic) makes no warranty or representation to any Secured Lender Party or any other Person and shall not be responsible to any Secured Lender 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 Facility Loan Documents; (iiid) shall not have any duty to monitor, ascertain or to inquire as to the performance performance, observance or observance satisfaction of any of the terms, covenants or conditions of this Agreement, the other Facility Documents or any Loan Documents Document on the part of any Loan Party or the Borrower or existence at any other Person time of any Default under the Loan Documents or to inspect the property (including the books and records) of the Borrowerany Loan Party; (ive) shall not be responsible to any Secured Lender Party or any other Person for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any Collateral, this Agreement, the other Facility Documentslien 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 hereto or thereto or for the validity, perfection, priority or enforceability of the Liens on the Collateralthereto; and (vf) shall incur no liability under or in respect of this Agreement or any other Facility Loan Document by relying on, acting upon (or by refraining from action in reliance on) any written or oral notice, request, consent, certificate (including for the avoidance of doubt, the Borrowing Base Certificate), instruction or waiver, report, statement, opinion, direction or other instrument or writing (which may be delivered in person by telegram, telecopy or by telephone, telecopier, email, cable telex or telex, if acceptable to itother electronic communication) believed by it to be genuine and believed by it to be signed or sent by the proper party or parties. The ; and (g) shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent shall not have to liability or that is contrary to any liability to the Borrower Loan Document or any Lender or any other Person applicable law, including for the Borrower’s or any Lender’s, as the case may be, performance of, or failure to performavoidance of 117 doubt, any action that may be in violation of their respective obligations and duties the automatic stay under this Agreement any Bankruptcy Law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any other Facility DocumentBankruptcy Law.

Administrative Agent’s Reliance, Etc. (a) Neither the Administrative Agent nor any of 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 this Agreement or any of the other Facility DocumentsAgreement, except for its or their own gross negligence or willful misconduct. Without limiting limitation of the generality of the foregoing, the Administrative Agent: (i) may treat the payee of any Note as the holder thereof until the Administrative Agent receives and accepts an Assignment and Acceptance entered into by the Lender that is the payee of such Note, as assignor, and an assignee, as provided in Section 8.07; (ii) may consult with legal counsel (including, without limitation, including counsel for the Borrower or the Servicer or any of their Affiliates) and 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; (iiiii) makes no warranty or representation to any Secured Party or any other Person Lender and shall not be responsible to any Secured Party or any Person Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Facility DocumentsAgreement; (iiiiv) shall not have any duty to monitor, ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement, the other Facility Documents or any Loan Documents Agreement on the part of the Borrower or any other Person or to inspect the property (including the books and records) of the Borrower; (ivv) shall not be responsible to any Secured Party or any other Person Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of any Collateral, this Agreement, the other Facility Documents, any Loan Document Agreement or any other instrument or document furnished pursuant hereto or thereto or for the validity, perfection, priority or enforceability of the Liens on the Collateralhereto; and (vvi) shall incur no liability under or in respect of this Agreement or any other Facility Document by relying on, acting upon (or by refraining from action in reliance on) any written or oral notice, request, consent, certificate (including for the avoidance of doubt, the Borrowing Base Certificate), instruction or waiver, report, statement, opinion, direction or other instrument or writing (which may be delivered in person or by telephone, telecopier, email, cable or telex, if acceptable to it) believed by it to be genuine and believed by it to be signed or sent by the proper party or parties. The ; and (vii) shall be deemed not to have knowledge of CREDIT AGREEMENT any Default (other than a failure to pay any principal or interest on the due date therefor) unless and until written notice thereof is given to the Administrative Agent shall not have any liability to by the Borrower or any Lender or any other Person for the Borrower’s or any a Lender’s, as the case may be, performance of, or failure to perform, any of their respective obligations and duties under this Agreement or any other Facility Document.

Administrative Agent’s Reliance, Etc. (a) Neither the ------------------------------------ Administrative Agent nor any of its Affiliates or any of the respective directors, officers, agents or employees of the Administrative Agent or any such Affiliate shall be liable for any action taken or omitted to be taken by it it, him, her or them under or in connection with this Agreement or any of the other Facility Loan Documents, except for its its, his, her or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, the Administrative Agent: Agent (ia) may treat the payee of any Note as its holder until such Note has been assigned in accordance with Section 12.2; (b) may rely on the Register to the extent set forth in Section 12.2(c); (c) may consult with legal counsel (including, without limitation, including counsel for to the Borrower or the Servicer or any of their Affiliates) and other Loan Party), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (iid) makes no warranty or representation to any Secured Party or any other Person Lender and shall not be responsible to any Secured Party or any Person Lender for any statements, warranties or representations (whether written made by or oral) made on behalf of Terra Industries or any of its Subsidiaries in or in connection with this Agreement or any of the other Facility Loan Documents; (iiie) shall not have any duty to monitor, ascertain or to inquire either as to the performance or observance of any of the terms, covenants or conditions of this Agreement, Agreement or any of the other Facility Loan Documents or the financial condition of any Loan Documents on Party, or the part existence or possible existence of the Borrower any Default or any other Person or to inspect the property (including the books and records) Event of the BorrowerDefault; (ivf) shall not be responsible to any Secured Party or any other Person Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any Collateral, this Agreement, of the other Facility Documents, any Loan Document Documents or any other instrument or document furnished pursuant hereto or thereto or for the validity, perfection, priority or enforceability of the Liens on the Collateralthereto; and (vg) shall incur no liability under or in respect of this Agreement or any of the other Facility Document Loan Documents by relying on, acting upon (or by refraining from action in reliance on) any written or oral notice, request, consent, certificate (including for the avoidance of doubt, the Borrowing Base Certificate), instruction or waiver, report, statement, opinion, direction or other instrument or writing (which may be delivered in person by telecopy) or by telephone, telecopier, email, cable or telex, if acceptable to it) any telephone message believed by it to be genuine and believed by it to be signed or sent by the proper party or parties. The Administrative Agent shall not have any liability to the Borrower or any Lender or any other Person for the Borrower’s or any Lender’s, as the case may be, performance of, or failure to perform, any of their respective obligations and duties under this Agreement or any other Facility Document.

Administrative Agent’s Reliance, Etc. (a) Neither None of the Administrative Agent nor Agent, any of its Affiliates or any of their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it it, him, her or them under or in connection with this Agreement or any of the other Facility Loan Documents, except for its its, his, her or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, the Administrative Agent: Agent (ia) may treat the payee of any Note as its holder until such Note has been assigned in accordance with Section 11.2 (Assignments and Participations), (b) may rely on the Register to the extent set forth in Section 11.2(c) (Assignments and Participations), (c) may consult with legal counsel (including, without limitation, including counsel for to the Borrower or the Servicer or any of their Affiliates) and other Loan Party), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; , (iid) makes no warranty or representation to any Secured Party Lender or any other Person Issuer and shall not be responsible to any Secured Party Lender or any Person Issuer for any statements, warranties or representations (whether written made by or oral) made on behalf of the Borrower or any of its Subsidiaries in or in connection with this Agreement or the any other Facility Documents; Loan Document, (iiie) shall not have any duty to monitor, ascertain or to inquire either as to the performance or observance of any of the termsterm, covenants covenant or conditions condition of this Agreement, the other Facility Documents or any Loan Documents on the part of the Borrower Agreement or any other Person Loan Document, as to the financial condition of any Loan Party or as to inspect the property existence or possible existence of any Default or Event of Default, (including the books and records) of the Borrower; (ivf) shall not be responsible to any Secured Party Lender or any other Person Issuer for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the attachment, perfection or priority of any CollateralLien created or purported to be created under or in connection with, this Agreement, the any other Facility Documents, any Loan Document or any other instrument or document furnished pursuant hereto or thereto or for the validity, perfection, priority or enforceability of the Liens on the Collateral; and (vg) shall incur no liability under or in respect of this Agreement or any other Facility Loan Document by relying on, acting upon (or by refraining from action in reliance on) any written or oral notice, request, consent, certificate (including for the avoidance of doubt, the Borrowing Base Certificate), instruction or waiver, report, statement, opinion, direction or other instrument or writing (which writing may be delivered in person a telecopy or by telephone, telecopier, email, cable electronic mail) or telex, if acceptable to it) any telephone message believed by it to be genuine and believed by it to be signed or sent by the proper party or parties. The Administrative Agent shall not have any liability to the Borrower or any Lender or any other Person for the Borrower’s or any Lender’s, as the case may be, performance of, or failure to perform, any of their respective obligations and duties under this Agreement or any other Facility Document.

Administrative Agent’s Reliance, Etc. (a) Neither None of the Administrative Agent nor any of 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 this Agreement or any of the other Facility DocumentsAgreement, except for its or their own gross negligence or willful misconduct. Without limiting limitation of the generality of the foregoing, the Administrative Agent: (i) may treat the payee of any Note as the holder thereof until the Administrative Agent receives and accepts an Assignment and Acceptance entered into by the Lender which is the payee of such Note, as assignor, and an Eligible Assignee, as assignee, as provided in Section 8.07; (ii) may consult with legal counsel (including, without limitation, including counsel for the Borrower or the Servicer or any of their Affiliates) and 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; (iiiii) makes no warranty or representation to any Secured Party or any other Person Lender and shall not be responsible to any Secured Party or any Person Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this any Loan Document or for any financial projection Credit Agreement or other information furnished by the other Facility DocumentsBorrower before or after the execution of this Agreement; (iiiiv) shall not have any duty to monitor, ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement, the other Facility Documents or any Loan Documents Document on the part of the Borrower or any other Person or to inspect the property (including the books and records) of the Borrower; (ivv) shall not be responsible to any Secured Party or any other Person Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any Collateral, this Agreement, the other Facility Documents, 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 hereto or thereto or for the validity, perfection, priority or enforceability of the Liens on the Collateralhereto; and (vvi) shall incur no liability under or in respect of this Agreement or any other Facility Loan Document by relying on, acting upon (or by refraining from action in reliance on) any written or oral notice, request, consent, certificate (including for the avoidance of doubt, the Borrowing Base Certificate), instruction or waiver, report, statement, opinion, direction or other instrument or writing (which may be delivered in person or by telephone, telecopier, emailtelegram, cable or telex, if acceptable to it) believed by it to be genuine and believed by it to be signed or sent by the proper party or parties. The Administrative Agent shall not have any liability to the Borrower or any Lender or any other Person for the Borrower’s or any Lender’s, as the case may be, performance of, or failure to perform, any of their respective obligations and duties under this Agreement or any other Facility Document.

Administrative Agent’s Reliance, Etc. (a) Neither the Administrative Agent nor any director, officer, agent or employee of its respective directors, officers, agents or employees either Administrative Agent shall be liable to any Bank 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 Facility DocumentsLoan Document, except for its or their own gross negligence or willful misconduct. Without limiting limitation of the generality of the foregoing, the each Administrative Agent: (i) may treat the payee of any Note as the holder thereof until such Administrative Agent receives and accepts an Assignment and Acceptance entered into by the Bank which is the payee of such Note, as assignor, and an Eligible Assignee, as assignee, as provided in Section 8.08; (ii) may consult with legal counsel (includingcounsel, without limitation, counsel for the Borrower or the Servicer or any of their Affiliates) and independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (iiiii) makes no warranty or representation to any Secured Party or any other Person Bank and shall not be responsible to any Secured Party or any Person Bank for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement any of the Loan Documents or the any other Facility Documentsinstrument or document; (iiiiv) shall not have any duty to monitor, any Bank to ascertain or to inquire as to the performance or observance of any of the terms, covenants or -102- 108 conditions of this Agreement, the other Facility any of Loan Documents or any Loan Documents other instrument or document on the part of the either Borrower or any other Person Subsidiary of either Borrower or to inspect the property (including the books and records) of the either Borrower or any Subsidiary of either Borrower; (ivv) shall not be responsible to any Secured Party or any other Person Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of any Collateral, this Agreement, of the Loan Documents or any other Facility Documents, instrument or document; and (vi) shall incur no liability to any Bank under or in respect of any of Loan Document Documents or any other instrument or document furnished pursuant hereto or thereto or for the validity, perfection, priority or enforceability of the Liens on the Collateral; and (v) shall incur no liability under or in respect of this Agreement or any other Facility Document by relying on, acting upon any notice (or by refraining from action in reliance on) any written or oral including telephonic notice, request), consent, certificate (including for the avoidance of doubt, the Borrowing Base Certificate), instruction or waiver, report, statement, opinion, direction or other instrument or writing (which may be delivered in person or by telephone, telecopier, email, cable telegram or telex, if acceptable to it) believed by it to be genuine and believed by it to be signed signed, given or sent by the proper party or parties. The Administrative Agent shall not have any liability to the Borrower or any Lender or any other Person for the Borrower’s or any Lender’s, as the case may be, performance of, or failure to perform, any of their respective obligations and duties under this Agreement or any other Facility Document.

Administrative Agent’s Reliance, Etc. (a) Neither None of the Administrative Agent nor Agent, any of its Affiliates or any of their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it it, him, her or them under or in connection with this Agreement or any of the other Facility Loan Documents, except for its its, his, her or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, the Administrative Agent: Agent (ia) may treat the payee of any Note as its holder until such Note has been assigned in accordance with Section 12.2 (Assignments and Participations), (b) may rely on the Register to the extent set forth in Section 12.2(c) (Assignments and Participations), (c) may consult with legal counsel (including, without limitation, including counsel for to the U.S. Borrower or the Servicer or any of their Affiliates) and other Loan Party), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; , (iid) makes no warranty or representation to any Secured Party Lender or any other Person Issuer and shall not be responsible to any Secured Party Lender or any Person Issuer for any statements, warranties or representations (whether written made by or oral) made on behalf of the U.S. Borrower or any of its Subsidiaries in or in connection with this Agreement or the any other Facility Documents; Loan Document, (iiie) shall not have any duty to monitor, ascertain or to inquire either as to the performance or observance of any of the termsterm, covenants covenant or conditions condition of this Agreement, the other Facility Documents or any Loan Documents on the part of the Borrower Agreement or any other Person Loan Document, as to the financial condition of any Loan Party or as to inspect the property existence or possible existence of any Default or Event of Default, (including the books and records) of the Borrower; (ivf) shall not be responsible to any Secured Party Lender or any other Person Issuer for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the attachment, perfection or priority of any CollateralLien created or purported to be created under or in connection with, this Agreement, the any other Facility Documents, any Loan Document or any other instrument or document furnished pursuant hereto or thereto or for the validity, perfection, priority or enforceability of the Liens on the Collateral; and (vg) shall incur no liability under or in respect of this Agreement or any other Facility Loan Document by relying on, acting upon (or by refraining from action in reliance on) any written or oral notice, request, consent, certificate (including for the avoidance of doubt, the Borrowing Base Certificate), instruction or waiver, report, statement, opinion, direction or other instrument or writing (which writing may be delivered in person a telecopy or by telephone, telecopier, email, cable electronic mail) or telex, if acceptable to it) any telephone message believed by it to be genuine and believed by it to be signed or sent by the proper party or parties. The Administrative Agent shall not have any liability to the Borrower or any Lender or any other Person for the Borrower’s or any Lender’s, as the case may be, performance of, or failure to perform, any of their respective obligations and duties under this Agreement or any other Facility Document.

Administrative Agent’s Reliance, Etc. (a) Neither the Administrative Agent nor any of its Affiliates or any of the respective directors, officers, agents or employees of the Administrative Agent or any such Affiliate shall be liable for any action taken or omitted to be taken by it it, him, her or them under or in connection with this Agreement or any of the other Facility Loan Documents, except for its its, his, her or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, the Administrative Agent: Agent (ia) may treat the payee of any Note as its holder until such Note has been assigned in accordance with Section 11.2; (b) may rely on the Register to the extent set forth in Section 11.2(c); (c) may consult with legal counsel (including, without limitation, including counsel for to the Borrower or the Servicer or any of their Affiliates) and other Loan Party), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (iid) makes no warranty or representation to any Secured Party Lender or any other Person Issuer and shall not be responsible to any Secured Party Lender or any Person Issuer for any statements, warranties or representations (whether written made by or oral) made on behalf of TNCLP or any of its Subsidiaries in or in connection with this Agreement or any of the other Facility Loan Documents; (iiie) shall not have any duty to monitor, ascertain or to inquire either as to the performance or observance of any of the terms, covenants or conditions of this Agreement, Agreement or any of the other Facility Loan Documents or the financial condition of any Loan Documents on Party, or the part existence or possible existence of the Borrower any Default or any other Person or to inspect the property (including the books and records) Event of the BorrowerDefault; (ivf) shall not be responsible to any Secured Party Lender or any other Person Issuer for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any Collateral, this Agreement, of the other Facility Documents, any Loan Document Documents or any other instrument or document furnished pursuant hereto or thereto or for the validity, perfection, priority or enforceability of the Liens on the Collateralthereto; and (vg) shall incur no liability under or in respect of this Agreement or any of the other Facility Document Loan Documents by relying on, acting upon (or by refraining from action in reliance on) any written or oral notice, request, consent, certificate (including for the avoidance of doubt, the Borrowing Base Certificate), instruction or waiver, report, statement, opinion, direction or other instrument or writing (which may be delivered in person by telecopy) or by telephone, telecopier, email, cable or telex, if acceptable to it) any telephone message believed by it to be genuine and believed by it to be signed or sent by the proper party or parties. The Administrative Agent shall not have any liability to the Borrower or any Lender or any other Person for the Borrower’s or any Lender’s, as the case may be, performance of, or failure to perform, any of their respective obligations and duties under this Agreement or any other Facility Document.

Administrative Agent’s Reliance, Etc. (a) Neither None of the Administrative Agent nor Agent, any of its Affiliates or any of their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it it, him, her or them under or in connection with this Agreement or any of the other Facility Loan Documents, except for its its, his, her or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, the Administrative Agent: Agent (ia) may treat the payee of any Note as its holder until such Note has been assigned in accordance with Section 10.6, (b) may rely on the Register to the extent set forth in Section 10.6(d), (c) may consult with legal counsel (including, without limitation, including counsel for to the Borrower or the Servicer or any of their Affiliates) and other Loan Party), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; , (iid) makes no warranty or representation to any Secured Party Lender or any other Person Issuing Lender and shall not be responsible to any Secured Party Lender or any Person Issuing Lender for any statements, warranties or representations (whether written made by or oral) made on behalf of the Borrower or any of its Subsidiaries in or in connection with this Agreement or the any other Facility Documents; Loan Document, (iiie) shall not have any duty to monitor, ascertain or to inquire either as to the performance or observance of any of the termsterm, covenants covenant or conditions condition of this Agreement, the other Facility Documents or any Loan Documents on the part of the Borrower Agreement or any other Person Loan Document, as to the financial condition of any Loan Party or as to inspect the property existence or possible existence of any Default or Event of Default, (including the books and records) of the Borrower; (ivf) shall not be responsible to any Secured Party Lender or any other Person Issuing Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the attachment, perfection or priority of any CollateralLien created or purported to be created under or in connection with, this Agreement, the any other Facility Documents, any Loan Document or any other instrument or document furnished pursuant hereto or thereto or for the validity, perfection, priority or enforceability of the Liens on the Collateral; and (vg) shall incur no liability under or in respect of this Agreement or any other Facility Loan Document by relying on, acting upon (or by refraining from action in reliance on) any written or oral notice, request, consent, certificate (including for the avoidance of doubt, the Borrowing Base Certificate), instruction or waiver, report, statement, opinion, direction or other instrument or writing (which writing may be delivered in person a telecopy or by telephone, telecopier, email, cable electronic mail) or telex, if acceptable to it) any telephone message believed by it to be genuine and believed by it to be signed or sent by the proper party or parties. The Administrative Agent shall not have any liability to the Borrower or any Lender or any other Person for the Borrower’s or any Lender’s, as the case may be, performance of, or failure to perform, any of their respective obligations and duties under this Agreement or any other Facility Document.

Administrative Agent’s Reliance, Etc. (a) Neither the Administrative Agent nor any of its Affiliates or any of the respective directors, officers, agents or employees of the Administrative Agent or any such Affiliate shall be liable for any action taken or omitted to be taken by it it, him, her or them under or in connection with this Agreement or any of the other Facility Loan Documents, except for its its, his, her or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, the Administrative Agent: Agent (ia) may treat the payee of any Note as its holder until such Note has been assigned in accordance with Section 11.2; (b) may rely on the Register to the extent set forth in Section 11.2(c); (c) may consult with legal counsel (including, without limitation, including counsel for to the Borrower or the Servicer or any of their Affiliates) and other Loan Party), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (iid) makes no warranty or representation to any Secured Party or any other Person Lender and shall not be responsible to any Secured Party or any Person Lender for any statements, warranties or representations (whether written made by or oral) made on behalf of the Borrower or any of its Subsidiaries in or in connection with this Agreement or any of the other Facility Loan Documents; (iiie) shall not have any duty to monitor, ascertain or to inquire either as to the performance or observance of any of the terms, covenants or conditions of this Agreement, Agreement or any of the other Facility Loan Documents or the financial condition of any Loan Documents on Party, or the part existence or possible existence of the Borrower any Default or any other Person or to inspect the property (including the books and records) Event of the BorrowerDefault; (ivf) shall not be responsible to any Secured Party or any other Person Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the attachment, perfection or priority of any CollateralLien created or purported to be created under or in connection with, this Agreement, Agreement or any of the other Facility Documents, any Loan Document Documents or any other instrument or document furnished pursuant hereto or thereto or for the validity, perfection, priority or enforceability of the Liens on the Collateralthereto; and (vg) shall incur no liability under or in respect of this Agreement or any of the other Facility Document Loan Documents by relying on, acting upon (or by refraining from action in reliance on) any written or oral notice, request, consent, certificate (including for the avoidance of doubt, the Borrowing Base Certificate), instruction or waiver, report, statement, opinion, direction or other instrument or writing (which may be delivered in person by telecopy) or by telephone, telecopier, email, cable or telex, if acceptable to it) any telephone message believed by it to be genuine and believed by it to be signed or sent by the proper party or parties. The Administrative Agent shall not have any liability to the Borrower or any Lender or any other Person for the Borrower’s or any Lender’s, as the case may be, performance of, or failure to perform, any of their respective obligations and duties under this Agreement or any other Facility Document.

Administrative Agent’s Reliance, Etc. (a) Neither Notwithstanding any other provisions of this Agreement or any other Loan Documents, neither the Administrative Agent nor any of its respective directors, officers, agents agents, employees or employees counsel 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 Facility DocumentsLoan Document, 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 limiting the generality of the foregoing, the Administrative Agent: (ia) may treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Administrative Agent; (b) may consult with legal counsel (including, without limitation, including its own counsel or counsel for the Borrower or the Servicer or any of their Affiliates) and 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; (iic) makes no warranty or representation to any Secured Party Lender or any other Person and shall not be responsible to any Secured Party Lender or any other Person for any statements, warranties or representations (whether written or oral) made by any Person in or in connection with this Agreement or the any other Facility DocumentsLoan Document; (iiid) shall not have any duty to monitor, ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of any of this Agreement, Agreement or any other Loan Document or the other Facility Documents satisfaction of any conditions precedent under this Agreement or any Loan Documents Document on the part of the Borrower or other Persons (except for the delivery to it of any certificate or document specifically required to be delivered to it pursuant to Section 6.1) or inspect the property, books or records of the Borrower or any other Person or to inspect the property (including the books and records) of the BorrowerPerson; (ive) shall not be responsible to any Secured Party or any other Person Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any Collateralother Loan Document, this Agreement, the other Facility Documents, any Loan Document or any other instrument or document furnished pursuant hereto or thereto or for any collateral covered thereby or the validity, perfection, perfection or priority or enforceability of any Lien in favor of the Liens Administrative Agent on behalf of the CollateralLenders in any such collateral; and (vf) shall incur no liability under or in respect of this Agreement or any other Facility Loan Document by relying on, acting upon (or by refraining from action in reliance on) any written or oral notice, request, consent, certificate (including for the avoidance of doubt, the Borrowing Base Certificate), instruction or waiver, report, statement, opinion, direction or other instrument or writing (which may be delivered in person or by telephone, telecopiertelecopy, email, cable or telex, if acceptable to itelectronic mail) believed by it to be genuine and believed by it to be signed signed, sent or sent given by the proper party or parties. The Administrative Agent shall not have may execute any liability of its duties under the Loan Documents by or through agents, employees or 116 attorneys-in-fact. Unless set forth in writing to the contrary, the making of its initial Loan by a Lender shall constitute a certification by such Lender to the Administrative Agent and the other Lenders that the Borrower or any Lender or any other Person has satisfied the conditions precedent for initial Loans set forth in Sections 6.1 and 6.2 that have not previously been waived by the Borrower’s or any Lender’s, as the case may be, performance of, or failure to perform, any of their respective obligations and duties under this Agreement or any other Facility DocumentRequisite Lenders.

Administrative Agent’s Reliance, Etc. (a) Neither Notwithstanding any other provisions of this Credit Agreement or any other Credit Documents, neither the Administrative Agent nor any of its respective directors, officers, agents agents, employees or employees counsel 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 Facility DocumentsCredit Agreement, except for to the extent found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from its or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, the Administrative Agent: (ia) may treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Administrative Agent; (b) may consult with legal counsel (including, without limitation, including its own counsel or counsel for either Parent, the Borrower or the Servicer or any of their Affiliates) and other Subsidiary), 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; (iic) makes no warranty or representation to any Secured Lender Party or any other Person and shall not be responsible to any Secured Lender Party or any other Person for any statements, warranties or representations (whether written or oral) made by any Person in or in connection with this Credit Agreement or the any other Facility DocumentsCredit Document; (iiid) shall not have any duty to monitor, ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of any of this Agreement, the other Facility Documents Credit Agreement or any Loan Documents other Credit Document or the satisfaction of any conditions precedent under this Credit Agreement or any Credit Document on the part of either of the Parents, the Borrower or other Persons or inspect the property, books or records of either Parent, the Borrower or any other Person or to inspect the property (including the books and records) of the BorrowerPerson; (ive) shall not be responsible to any Secured Lender Party or any other Person for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Credit Agreement or any Collateralother Credit Document, this Agreement, the other Facility Documents, any Loan Document or any other instrument or document furnished pursuant hereto or thereto or for any collateral covered thereby or the validity, perfection, perfection or priority or enforceability of any Lien in favor of the Liens Administrative Agent on behalf of the CollateralLender Parties in any such collateral; and (vf) shall incur no liability under or in respect of this Credit Agreement or any other Facility Credit Document by relying on, acting upon (or by refraining from action in reliance on) any written or oral notice, request, consent, certificate (including for the avoidance of doubt, the Borrowing Base Certificate), instruction or waiver, report, statement, opinion, direction or other instrument or writing (which may be delivered in person by telephone or by telephone, telecopier, email, cable or telex, if acceptable to ittelecopy) believed by it to be genuine and believed by it to be signed signed, sent or sent given by the proper party or parties. The Administrative Agent shall not have any liability to the Borrower or any Lender or any other Person for the Borrower’s or any Lender’s, as the case may be, performance of, or failure to perform, any of their respective obligations and duties under this Agreement or any other Facility Document.

Administrative Agent’s Reliance, Etc. (a) Neither None of the Administrative Agent nor Agent, any of its Affiliates or any of their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it it, him, her or them under or in connection with this Agreement or any of the other Facility Loan Documents, except for its its, his, her or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, the Administrative Agent: Agent (ia) may treat the payee of any Revolving Credit Note as its holder until such Revolving Credit Note has been assigned in accordance with Section 11.2 (Assignments and Participations), (b) may rely on the Register to the extent set forth in Section 11.2(c) (Assignments and Participations), (c) may consult with legal counsel (including, without limitation, including counsel for to the Borrower or the Servicer or any of their Affiliates) and other Loan Party), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; , (iid) makes no warranty or representation to any Secured Party Lender or any other Person Issuer and shall not be responsible to any Secured Party Lender or any Person Issuer for any statements, warranties or representations (whether written made by or oral) made on behalf of the Borrower or any of its Subsidiaries in or in connection with this Agreement or the any other Facility Documents; Loan Document, (iiie) shall not have any duty to monitor, ascertain or to inquire either as to the performance or observance of any of the termsterm, covenants covenant or conditions condition of this Agreement, the other Facility Documents or any Loan Documents on the part of the Borrower Agreement or any other Person Loan Document, as to the financial condition of any Loan Party or as to inspect the property existence or possible existence of any Default or Event of Default, (including the books and records) of the Borrower; (ivf) shall not be responsible to any Secured Party Lender or any other Person Issuer for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the attachment, 121 CREDIT AGREEMENT CONSTAR INTERNATIONAL INC. perfection or priority of any CollateralLien created or purported to be created under or in connection with, this Agreement, the any other Facility Documents, any Loan Document or any other instrument or document furnished pursuant hereto or thereto or for the validity, perfection, priority or enforceability of the Liens on the Collateral; and (vg) shall incur no liability under or in respect of this Agreement or any other Facility Loan Document by relying on, acting upon (or by refraining from action in reliance on) any written or oral notice, request, consent, certificate (including for the avoidance of doubt, the Borrowing Base Certificate), instruction or waiver, report, statement, opinion, direction or other instrument or writing (which writing may be delivered in person a telecopy or by telephone, telecopier, email, cable electronic mail) or telex, if acceptable to it) any telephone message believed by it to be genuine and believed by it to be signed or sent by the proper party or parties. The Administrative Agent shall not have any liability to the Borrower or any Lender or any other Person for the Borrower’s or any Lender’s, as the case may be, performance of, or failure to perform, any of their respective obligations and duties under this Agreement or any other Facility Document.

Administrative Agent’s Reliance, Etc. (a) Neither None of the Administrative Agent nor Agent, any of its Affiliates or any of their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it it, him, her or them under or in connection with this Agreement or any of the other Facility Loan Documents, except for its its, his, her or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, the Administrative Agent: Agent (ia) may treat the payee of any Revolving Credit Note as its holder until such Revolving Credit Note has been assigned in accordance with Section 11.2 (Assignments and Participations), (b) may rely on the Register to the extent set forth in Section 11.2(c) (Assignments and Participations), (c) may consult with legal counsel (including, without limitation, including counsel for to the Borrower or the Servicer or any of their Affiliates) and other Loan Party), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good SECOND AMENDED AND RESTATED CREDIT AGREEMENT AVIALL SERVICES, INC. faith by it in accordance with the advice of such counsel, accountants or experts; , (iid) makes no warranty or representation to any Secured Party Lender or any other Person Issuer and shall not be responsible to any Secured Party Lender or any Person Issuer for any statements, warranties or representations (whether written made by or oral) made on behalf of the Borrower or any of its Subsidiaries in or in connection with this Agreement or the any other Facility Documents; Loan Document, (iiie) shall not have any duty to monitor, ascertain or to inquire either as to the performance or observance of any of the termsterm, covenants covenant or conditions condition of this Agreement, the other Facility Documents or any Loan Documents on the part of the Borrower Agreement or any other Person Loan Document, as to the financial condition of any Loan Party or as to inspect the property existence or possible existence of any Default or Event of Default, (including the books and records) of the Borrower; (ivf) shall not be responsible to any Secured Party Lender or any other Person Issuer for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the attachment, perfection or priority of any CollateralLien created or purported to be created under or in connection with, this Agreement, the any other Facility Documents, any Loan Document or any other instrument or document furnished pursuant hereto or thereto or for the validity, perfection, priority or enforceability of the Liens on the Collateral; and (vg) shall incur no liability under or in respect of this Agreement or any other Facility Loan Document by relying on, acting upon (or by refraining from action in reliance on) any written or oral notice, request, consent, certificate (including for the avoidance of doubt, the Borrowing Base Certificate), instruction or waiver, report, statement, opinion, direction or other instrument or writing (which writing may be delivered in person a telecopy or by telephone, telecopier, email, cable electronic mail) or telex, if acceptable to it) any telephone message believed by it to be genuine and believed by it to be signed or sent by the proper party or parties. The Administrative Agent shall not have any liability to the Borrower or any Lender or any other Person for the Borrower’s or any Lender’s, as the case may be, performance of, or failure to perform, any of their respective obligations and duties under this Agreement or any other Facility Document.

Administrative Agent’s Reliance, Etc. (a) Neither Notwithstanding any other provisions of this Agreement, any other Loan Documents, neither the Administrative Agent nor any of its respective directors, officers, agents agents, employees or employees counsel shall be liable for any action taken or omitted to be not taken by it or them under or in connection with this Agreement or any of the other Facility DocumentsLoan Document, except for its or their own gross negligence or willful misconductmisconduct in connection with its duties expressly set forth herein or therein. Without limiting the generality of the foregoing, the Administrative Agent: (i) may consult with legal counsel (including, without limitation, including its own counsel or counsel for the Borrower or the Servicer or any of their Affiliates) and other Loan Party), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; . Neither the Administrative Agent nor any of its directors, officers, agents, employees or counsel: (iia) makes no any warranty or representation to any Secured Party Lender or any other Person and shall not be responsible to any Secured Lender or any other Person for any statement, warranty or representation made or deemed made by the Borrower, any other Loan Party or any other Person for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or the any other Facility DocumentsLoan Document; (iiib) shall not have any duty to monitor, ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement, Agreement or any other Loan Document or the other Facility Documents satisfaction of any conditions precedent under this Agreement or any Loan Documents Document on the part of the Borrower Borrower, Owner, Guarantor or other Persons or inspect the property, books or records of the Borrower, Owner, Guarantor or any other Person or to inspect the property (including the books and records) of the BorrowerPerson; (ivc) shall not be responsible to any Secured Party or any other Person Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any Collateralother Loan Document, this Agreement, the other Facility Documents, any Loan Document or any other instrument or document furnished pursuant hereto or thereto or for any Collateral covered thereby or the validity, perfection, perfection or priority or enforceability of any Lien in favor of the Liens Administrative Agent on behalf of the Lenders in any such Collateral; (d) shall have any liability in respect of any recitals, statements, certifications, representations or warranties contained in any of the Loan Documents or any other document, instrument, agreement, certificate or statement delivered in connection therewith; and (ve) shall incur no any liability under or in respect of this Agreement or any other Facility Loan Document by relying on, acting upon (or by refraining from action in reliance on) any written or oral notice, request, consent, certificate (including for the avoidance of doubt, the Borrowing Base Certificate), instruction or waiver, report, statement, opinion, direction or other instrument or writing (which may be delivered in person or by telephone, telecopier, email, cable telecopy or telex, if acceptable to itelectronic mail) believed by it to be genuine and believed by it to be signed signed, sent or sent given by the proper party or parties. The Administrative Agent may execute any of its duties under the Loan Documents by or through agents, employees or attorneys-in-fact and shall not have any liability to the Borrower or any Lender or any other Person be responsible for the Borrower’s negligence or misconduct of any Lender’s, as agent or attorney-in-fact that it selects in the case may be, performance of, absence of gross negligence or failure to perform, any of their respective obligations and duties under this Agreement or any other Facility Documentwillful misconduct.

Administrative Agent’s Reliance, Etc. (a) Neither Notwithstanding any other provisions of this Agreement, any other Loan Documents or the Other Related Documents, neither Administrative Agent nor any of its respective directors, officers, agents agents, employees or employees counsel shall be liable for any action taken or omitted to be not taken by it or them under or in connection with this Agreement or any of the other Facility DocumentsLoan Document, except for its or their own gross negligence or willful misconductmisconduct in connection with its duties expressly set forth herein or therein. Without limiting the generality of Loan No. 102919 the foregoing, the Administrative Agent: (i) may consult with legal counsel (including, without limitation, including its own counsel or counsel for the Borrower or the Servicer or any of their Affiliates) and other Loan Party), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; . Neither Administrative Agent nor any of its directors, officers, agents, employees or counsel: (iia) makes no any warranty or representation to any Secured Party Lender or any other Person and shall not be responsible to any Secured Lender or any other Person for any statement, warranty or representation made or deemed made by Borrower, any other Loan Party or any other Person for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or the any other Facility DocumentsLoan Document; (iiib) shall not have any duty to monitor, ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement, Agreement or any other Loan Document or the other Facility Documents satisfaction of any conditions precedent under this Agreement or any Loan Documents Document on the part of Borrower or other Persons or inspect the property, books or records of Borrower or any other Person or to inspect the property (including the books and records) of the BorrowerPerson; (ivc) shall not be responsible to any Secured Party or any other Person Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any Collateralother Loan Document, this Agreement, the other Facility Documents, any Loan Document or any other instrument or document furnished pursuant hereto thereto; (d) shall have any liability in respect of any recitals, statements, certifications, representations or thereto or for the validity, perfection, priority or enforceability warranties contained in any of the Liens on the CollateralLoan Documents or Other Related Documents or any other document, instrument, agreement, certificate or statement delivered in connection therewith; and or (ve) shall incur no any liability under or in respect of this Agreement or any other Facility Loan Document by relying on, acting upon (or by refraining from action in reliance on) any written or oral notice, request, consent, certificate (including for the avoidance of doubt, the Borrowing Base Certificate), instruction or waiver, report, statement, opinion, direction or other instrument or writing (which may be delivered in person or by telephone, telecopier, email, cable telecopy or telex, if acceptable to itelectronic mail) believed by it to be genuine and believed by it to be signed signed, sent or sent given by the proper party or parties. The Administrative Agent may execute any of its duties under the Loan Documents or Other Related Documents by or through agents, employees or attorneys-in-fact and shall not have any liability to the Borrower or any Lender or any other Person be responsible for the Borrower’s negligence or misconduct of any Lender’s, as agent or attorney-in-fact that it selects in the case may be, performance of, absence of gross negligence or failure to perform, any of their respective obligations and duties under this Agreement or any other Facility Documentwillful misconduct.

Administrative Agent’s Reliance, Etc. (a) Neither None of the Administrative Agent nor Agent, any of its Affiliates or any of their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it it, him, her or them under or in connection with this Agreement or any of the other Facility Loan Documents, except for its its, his, her or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, the Administrative Agent: Agent (ia) may treat the payee of any Note as its holder until such Note has been assigned 85 Credit Agreement FMC Corporation in accordance with Section 11.2 (Assignments and Participations), (b) may rely on the Register to the extent set forth in Section 11.2(c) (Assignments and Participations), (c) may consult with legal counsel (including, without limitation, including counsel for to the Borrower or the Servicer or any of their Affiliates) and other Loan Party), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; , (iid) makes no warranty or representation to any Secured Party Lender or any other Person Issuer and shall not be responsible to any Secured Party Lender or any Person Issuer for any statements, warranties or representations (whether written made by or oral) made on behalf of the Borrower or any of its Subsidiaries in or in connection with this Agreement or the any other Facility Documents; Loan Document, (iiie) shall not have any duty to monitor, ascertain or to inquire either as to the performance or observance of any of the termsterm, covenants covenant or conditions condition of this Agreement, the other Facility Documents or any Loan Documents on the part of the Borrower Agreement or any other Person Loan Document, as to the financial condition of any Loan Party or as to inspect the property existence or possible existence of any Default or Event of Default, (including the books and records) of the Borrower; (ivf) shall not be responsible to any Secured Party Lender or any other Person Issuer for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the attachment, perfection or priority of any CollateralLien created or purported to be created under or in connection with, this Agreement, the any other Facility Documents, any Loan Document or any other instrument or document furnished pursuant hereto or thereto or for the validity, perfection, priority or enforceability of the Liens on the Collateral; and (vg) shall incur no liability under or in respect of this Agreement or any other Facility Loan Document by relying on, acting upon (or by refraining from action in reliance on) any written or oral notice, request, consent, certificate (including for the avoidance of doubt, the Borrowing Base Certificate), instruction or waiver, report, statement, opinion, direction or other instrument or writing (which writing may be delivered in person a telecopy or by telephone, telecopier, email, cable electronic mail) or telex, if acceptable to it) any telephone message believed by it to be genuine and believed by it to be signed or sent by the proper party or parties. The Administrative Agent shall not have any liability to the Borrower or any Lender or any other Person for the Borrower’s or any Lender’s, as the case may be, performance of, or failure to perform, any of their respective obligations and duties under this Agreement or any other Facility Document.

Administrative Agent’s Reliance, Etc. (a) Neither the ------------------------------------- Administrative Agent nor any of its Affiliates 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 this Agreement or any of the other Facility Loan Documents, except for damages caused by its or their own gross negligence or willful misconduct. Without limiting limitation of the generality of the foregoing, the Administrative Agent: (ia) may treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Administrative Agent; (b) may consult with legal counsel (includingcounsel, without limitation, counsel for the Borrower or the Servicer or any of their Affiliates) and independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (iic) makes no warranty or representation to any Secured Party or any other Person Lender and shall not be responsible to any Secured Party or any Person Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Facility Loan Documents; (iiid) shall not have any duty to monitor, ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement, Agreement or the other Facility Documents or any Loan Documents on the part of the any Borrower or any other Person or to inspect the property Collateral (including the books and records) of the Borrower); (ive) shall not be responsible to any Secured Party or any other Person Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of any Collateral, this Agreement, Agreement or the other Facility Documents, any Loan Document Documents or any other instrument or document furnished pursuant hereto or thereto or for the validity, perfection, priority or enforceability of the Liens on the Collateralthereto; and (vf) shall incur no liability under or in respect of this Agreement or any the other Facility Document Loan Documents by relying on, acting upon (or by refraining from action in reliance on) any written or oral notice, request, consent, certificate (including for the avoidance of doubt, the Borrowing Base Certificate), instruction or waiver, report, statement, opinion, direction or other instrument or writing (which may be delivered in person or by telephonetelecopy, telecopier, emailtelegram, cable or telex, if acceptable to it) believed by it to be genuine and believed by it to be signed or sent by the proper party or parties. The Administrative Agent shall not have any liability to the Borrower or any Lender or any other Person for the Borrower’s or any Lender’s, as the case may be, performance of, or failure to perform, any of their respective obligations and duties under this Agreement or any other Facility Document.

Administrative Agent’s Reliance, Etc. (a) Neither the Administrative Agent Agent, nor any of its Affiliates or any of the respective directors, officers, agents or employees of the Administrative Agent or any such Affiliate shall be liable for any action taken or omitted to be -112- 120 taken by it it, him, her or them under or in connection with this Agreement or any of the other Facility Loan Documents, except for its its, his, her or their own gross negligence or willful wilful misconduct. Without limiting limitation of the generality of the foregoing, the Administrative Agent: Agent (i) may treat the payee of any Note as the holder thereof until such Note has been assigned in accordance with Section 10.7; (ii) may rely on the Register to the extent set forth in Section 10.7(e); (iii) may consult with legal counsel (including, without limitation, counsel for to the Borrower or the Servicer or any of their Affiliates) and other Loan Party), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants accounts or experts; (iiiv) makes no warranty or representation to any Secured Party or any other Person Lender and shall not be responsible to any Secured Party or any Person Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or any of the other Facility Loan Documents; (iiiv) shall not have any duty to monitor, ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement, Agreement or any of the other Facility Documents or any Loan Documents on the part of the Borrower or any other Person Loan Party or to inspect the property (including including, without limitation, the books and records) of the BorrowerBorrower or any other Loan Party; (ivvi) shall not be responsible to any Secured Party or any other Person Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any Collateral, this Agreement, of the other Facility Documents, any Loan Document Documents or any other instrument or document furnished pursuant hereto or thereto or for the validity, perfection, priority or enforceability of the Liens on the Collateralthereto; and (vvii) shall incur no liability to any other Lender or the Borrower or the REIT under or in respect of this Agreement or any of the other Facility Document Loan Documents by relying on, acting upon (or by refraining from action in reliance on) any written or oral notice, request, consent, certificate (including for the avoidance of doubt, the Borrowing Base Certificate), instruction or waiver, report, statement, opinion, direction or other instrument or writing (which may be delivered in person by telegram, cable, telex or by telephone, telecopier, email, cable or telex, if acceptable to itfacsimile transmission) believed by it to be genuine and believed by it to be signed or sent by the proper party or parties. The Administrative Agent shall not have any liability to the Borrower or any Lender or any other Person for the Borrower’s or any Lender’s, as the case may be, performance of, or failure to perform, any of their respective obligations and duties under this Agreement or any other Facility Document.

Administrative Agent’s Reliance, Etc. (a) Neither None of the Administrative Agent nor or any of its respective Affiliates, directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it it, him, her or them under or in connection with this Agreement or any of the other Facility Loan Documents, except for its its, his, her or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, the Administrative Agent: Agent (ia) may treat the payee of any Note as its holder until such Note has been assigned in accordance with Section 13.9(i) (Assignments and Participations), (b) may rely on the Register to the extent set forth in Section 4.14 (Evidence of Debt), (c) may consult with legal counsel (including, without limitation, including counsel for to the Borrower or the Servicer or any of their Affiliates) and other Loan Party), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; , (iid) makes no warranty or representation to any Secured Party Lender or any other Person Issuer and shall not be responsible to any Secured Party Lender or any Person Issuer for any statements, warranties or representations (whether written made by or oral) made on behalf of the Borrower or any of its Subsidiaries in or in connection with this Agreement or the any other Facility Documents; Loan Document, (iiie) shall not have any duty to monitor, ascertain or to inquire either as to the performance or observance of any of the termsterm, covenants covenant or conditions condition of this Agreement, the other Facility Documents or any Loan Documents on the part of the Borrower Agreement or any other Person Loan Document, as to the financial condition of any Loan Party or as to inspect the property existence or possible existence of any Default or Event of Default, (including the books and records) of the Borrower; (ivf) shall not be responsible to any Secured Party Lender or any other Person Issuer for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the attachment, perfection or priority of any CollateralLien created or purported to be created under or in connection with, this Agreement, the any other Facility Documents, any Loan Document or any other instrument or document furnished pursuant hereto or thereto or for the validity, perfection, priority or enforceability of the Liens on the Collateral; and (vg) shall incur no liability under or in respect of this Agreement or any other Facility Loan Document by relying on, acting upon (or by refraining from action in reliance on) any written or oral notice, request, consent, certificate (including for the avoidance of doubt, the Borrowing Base Certificate), instruction or waiver, report, statement, opinion, direction or other instrument or writing (which writing may be delivered in person a telecopy or by telephone, telecopier, email, cable electronic mail) or telex, if acceptable to it) any telephone message believed by it to be genuine and believed by it to be signed or sent by the proper party or parties. The Administrative Agent shall not have any liability to the Borrower or any Lender or any other Person for the Borrower’s or any Lender’s, as the case may be, performance of, or failure to perform, any of their respective obligations and duties under this Agreement or any other Facility Document.

Administrative Agent’s Reliance, Etc. (a) Neither the Administrative Agent nor any of its Affiliates or any of the respective directors, officers, agents or employees of the Administrative Agent or any such Affiliate shall be liable for any action taken or omitted to be taken by it it, him, her or them under or in connection with this Agreement or any of the other Facility Loan Documents, except for its its, his, her or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, the Administrative Agent: Agent (ia) may treat the payee of any Note as its holder until such Note has been assigned in accordance with Section 13.2; (b) may rely on the Register to the extent set forth in Section 13.2(c); (c) may consult with legal counsel (including, without limitation, including counsel for to the Borrower or the Servicer or any of their Affiliates) and other Loan Party), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (iid) makes no warranty or representation to any Secured Party or any other Person Lender and shall not be responsible to any Secured Party or any Person Lender for any statements, warranties or representations (whether written made by or oral) made on behalf of the Parent Guarantor, the Borrower or any of its Subsidiaries in or in connection with this Agreement or any of the other Facility Loan Documents; (iiie) shall not have any duty to monitor, ascertain or to inquire either as to the performance or observance of any of the terms, covenants or conditions of this Agreement, Agreement or any of the other Facility Loan Documents or the financial condition of any Loan Documents on Party, or the part existence or possible existence of the Borrower any Default or any other Person or to inspect the property (including the books and records) Event of the BorrowerDefault; (ivf) shall not be responsible to any Secured Party or any other Person Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any Collateral, this Agreement, of the other Facility Documents, any Loan Document Documents or any other instrument or document furnished pursuant hereto or thereto or for the validity, perfection, priority or enforceability of the Liens on the Collateralthereto; and (vg) shall incur no liability under or in respect of this Agreement or any of the other Facility Document Loan Documents by relying on, acting upon (or by refraining from action in reliance on) any written or oral notice, request, consent, certificate (including for the avoidance of doubt, the Borrowing Base Certificate), instruction or waiver, report, statement, opinion, direction or other instrument or writing (which may be delivered in person by telecopy) or by telephone, telecopier, email, cable or telex, if acceptable to it) any telephone message believed by it to be genuine and believed by it to be signed or sent by the proper party or parties. The Administrative Agent shall not have any liability to the Borrower or any Lender or any other Person for the Borrower’s or any Lender’s, as the case may be, performance of, or failure to perform, any of their respective obligations and duties under this Agreement or any other Facility Document.

Administrative Agent’s Reliance, Etc. (a) Neither None of the Administrative Agent nor Agent, any of its Affiliates or any of their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it it, him, her or them under or in connection with this Agreement or any of the other Facility Loan Documents, except for its its, his, her or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, the CREDIT AGREEMENT FMC FINANCE B.V. Administrative Agent: Agent (ia) may treat the payee of any Note as its holder until such Note has been assigned in accordance with Section 12.2 (Assignments and Participations), (b) may rely on the Register to the extent set forth in Section 12.2(d) (Assignments and Participations), (c) may consult with legal counsel (including, without limitation, including counsel for to the Borrower or the Servicer or any of their Affiliates) and other Loan Party), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; , (iid) makes no warranty or representation to any Secured Party or any other Person Lender and shall not be responsible to any Secured Party or any Person Lender for any statements, warranties or representations (whether written made by or oral) made on behalf of the Borrower or any of its Subsidiaries in or in connection with this Agreement or the any other Facility Documents; Loan Document, (iiie) shall not have any duty to monitor, ascertain or to inquire either as to the performance or observance of any of the termsterm, covenants covenant or conditions condition of this Agreement, the other Facility Documents or any Loan Documents on the part of the Borrower Agreement or any other Person Loan Document, as to the financial condition of any Loan Party or as to inspect the property existence or possible existence of any Default or Event of Default, (including the books and records) of the Borrower; (ivf) shall not be responsible to any Secured Party or any other Person Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the attachment, perfection or priority of any CollateralLien created or purported to be created under or in connection with, this Agreement, the any other Facility Documents, any Loan Document or any other instrument or document furnished pursuant hereto or thereto or for the validity, perfection, priority or enforceability of the Liens on the Collateral; and (vg) shall incur no liability under or in respect of this Agreement or any other Facility Loan Document by relying on, acting upon (or by refraining from action in reliance on) any written or oral notice, request, consent, certificate (including for the avoidance of doubt, the Borrowing Base Certificate), instruction or waiver, report, statement, opinion, direction or other instrument or writing (which writing may be delivered in person a telecopy or by telephone, telecopier, email, cable electronic mail) or telex, if acceptable to it) any telephone message believed by it to be genuine and believed by it to be signed or sent by the proper party or parties. The Administrative Agent shall not have any liability to the Borrower or any Lender or any other Person for the Borrower’s or any Lender’s, as the case may be, performance of, or failure to perform, any of their respective obligations and duties under this Agreement or any other Facility Document.

Administrative Agent’s Reliance, Etc. (a) Neither the Administrative Agent nor any of 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 this Agreement or any of the other Facility Loan Documents, except for its or their own gross negligence or willful misconduct. Without limiting limitation of the generality of the foregoing, the Administrative Agent: (i) may treat the Lender that made any Term Loan as the holder of the Indebtedness resulting therefrom until the Administrative Agent receives and accepts an Assignment and Acceptance entered into by such Lender, as assignor, and an Eligible Assignee, as assignee, as provided in Section 9.07; (ii) may consult with legal counsel (including, without limitation, including counsel for the Borrower or the Servicer or any of their Affiliates) and 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; (iiiii) makes no warranty or representation to any Secured Party or any other Person Lender and shall not be responsible to any Secured Party or any Person Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or any of the other Facility Loan Documents; (iiiiv) shall not have any duty to monitor, ascertain or to inquire as to the performance performance, observance or observance satisfaction of any of the terms, covenants or conditions of this Agreement, Agreement or any of the other Facility Documents or any Loan Documents on the part of the Borrower or the existence at any other Person time of any Default or to inspect the property (including the books and records) of the Borrower; (ivv) shall not be responsible to any Secured Party or any other Person Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any Collateral, this Agreement, of the other Facility Documents, any Loan Document Documents or any other instrument or document furnished pursuant hereto or thereto or (including, for the validityavoidance of doubt, perfectionin connection with the Administrative Agent’s reliance on any Electronic Signature transmitted by telecopy, priority emailed pdf, or enforceability any other electronic means that reproduces an image of the Liens on the Collateralan actual executed signature page); and (vvi) shall incur no liability under or in respect of this Agreement or any of the other Facility Document Loan Documents by relying on, acting upon (or by refraining from action in reliance on) any written or oral notice, request, consent, certificate (including for the avoidance of doubt, the Borrowing Base Certificate), instruction or waiver, report, statement, opinion, direction or other instrument or writing (which may be delivered in person by telecopier or by telephone, telecopier, email, cable or telex, if acceptable to ittelegram) believed by it to be genuine and believed by it to be signed or sent by the proper party or parties. The Administrative Agent shall not have any liability to the Borrower or any Lender or any other Person for the Borrower’s or any Lender’s, as the case may be, performance of, or failure to perform, any of their respective obligations and duties under this Agreement or any other Facility Document.

Administrative Agent’s Reliance, Etc. (a) Neither the Administrative Agent nor any of 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 this Agreement or any of the other Facility Transaction Documents, except for its or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, the Administrative Agent: (i) may consult with legal counsel (including, without limitation, including counsel for the Borrower or the Servicer or any of their AffiliatesAdviser) 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 Facility Transaction Documents; (iii) shall not have any duty to monitor, ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement, the other Facility Transaction Documents or any Loan Documents on the part of the Borrower 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 any Collateral, this Agreement, the other Facility Transaction Documents, any Loan Document or any other instrument or document furnished pursuant hereto or thereto or for the validity, perfection, priority or enforceability of the Liens on the Collateralthereto; and (v) shall incur no liability under or in respect of this Agreement or any other Facility Transaction Document by relying on, acting upon (or by refraining from action in reliance on) any written or oral notice, request, consent, certificate (including for the avoidance of doubt, the Borrowing Base Certificate), instruction or waiver, report, statement, opinion, direction or other instrument or writing (which may be delivered in person or by telephone, telecopier, emailtelegram, cable or telex, if acceptable to it) believed by it to be genuine and believed by it to be signed or sent by the proper party or parties. The Administrative Agent shall not have any liability to the Borrower or any Lender or any other Person for the Borrower’s or any Lender’s, as the case may be, performance of, or failure to perform, any of their respective obligations and duties under this Agreement or any other Facility Document.

Administrative Agent’s Reliance, Etc. (a) Neither the Administrative Agent nor any of 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 this Agreement or any of the other Facility Loan Documents, except for its or their own gross negligence or willful misconduct. Without limiting limitation of the generality of the foregoing, the Administrative Agent: (i) may treat the payee of any Note as the holder thereof until the Administrative Agent receives and accepts an Assignment and Acceptance entered into by the Lender that is the payee of such Note as assignor, and an Eligible Assignee, as assignee, as provided in Section 9.07; (ii) may consult with legal counsel (including, without limitation, including counsel for the Borrower or the Servicer or any of their Affiliates) and 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; (iiiii) makes no warranty or representation to any Secured Lender Party or any other Person and shall not be responsible to any Secured Lender 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 Facility Loan Documents; (iiiiv) shall not have any duty to monitor, ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement, the other Facility Documents or any Loan Documents Document on the part of the Borrower or any other Person Loan Party or to inspect the property (including the books and records) of the Borrowerany Loan Party; (ivv) shall not be responsible to any Secured Party or any other Person Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of any Collateral, this Agreement, the other Facility Documents, any Loan Document or any other instrument or document furnished pursuant hereto or thereto or for the validity, perfection, priority or enforceability of the Liens on the Collateralhereto; and (vvi) shall incur no liability under or in respect of this Agreement or any other Facility Loan Document by relying on, acting upon (or by refraining from action in reliance on) any written or oral notice, request, consent, certificate (including for the avoidance of doubt, the Borrowing Base Certificate), instruction or waiver, report, statement, opinion, direction or other instrument or writing (which may be delivered in person or by telephonetelegram, telecopier, emailtelecopy, cable or telex, if acceptable to it) believed by it to be genuine and believed by it to be signed or sent by the proper party or parties. The Administrative Agent ; and (vii) shall not have incur no liability as a result of any liability to determination whether the Borrower or any Lender or any other Person for transactions contemplated by the Borrower’s or any Lender’sLoan Documents constitute a "highly leveraged transaction" within the meaning of the interpretations issued by the US Comptroller of the Currency, as the case may be, performance of, or failure to perform, any US Federal Deposit Insurance Corporation and the Board of their respective obligations and duties under this Agreement or any other Facility DocumentGovernors of the US Federal Reserve System.

Administrative Agent’s Reliance, Etc. (a) Neither None of the Administrative Agent nor Agent, any of its Affiliates or any of their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it it, him, her or them under or in connection with this Agreement or any of the other Facility Loan Documents, except for its its, his, her or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, the Administrative Agent: Agent (ia) may treat the payee of any Revolving Credit Note as its holder until such Revolving Credit Note has been assigned in accordance with Section 11.2 (Assignments and Participations), (b) may rely on the Register to the extent set forth in Section 11.2(c) (Assignments and Participations), (c) may consult with legal counsel (including, without limitation, including counsel for to the Borrower or the Servicer or any of their Affiliates) and other Loan Party), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; , (iid) makes no warranty or representation to any Secured Party Lender or any other Person Issuer and shall not be responsible to any Secured Party Lender or any Person Issuer for any statements, warranties or representations (whether written made by or oral) made on behalf of the Borrower or any of its Subsidiaries in or in connection with this Agreement or the any other Facility Documents; Loan Document, (iiie) shall not have any duty to monitor, ascertain or to inquire either as to the performance or observance of any of the termsterm, covenants covenant or conditions condition of this Agreement, the other Facility Documents or any Loan Documents on the part of the Borrower Agreement or any other Person Loan Document, as to the financial condition of any Loan Party or as to inspect the property existence or possible existence of any Default or Event of Default, (including the books and records) of the Borrower; (ivf) shall not be responsible to any Secured Party Lender or any other Person Issuer for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the attachment, perfection or priority of any CollateralLien created or purported to be created under or in connection with, this Agreement, the any other Facility Documents, any Loan Document or any other instrument or document furnished pursuant hereto or thereto or for the validity, perfection, priority or enforceability of the Liens on the Collateral; and (vg) shall incur no liability under or in respect of this Agreement or any other Facility Loan Document by relying on, acting upon (or by refraining from action in reliance on) any written or oral notice, request, consent, certificate (including for the avoidance of doubt, the Borrowing Base Certificate), instruction or waiver, report, statement, opinion, direction or other instrument or CREDIT AGREEMENT CONSTAR INTERNATIONAL INC. writing (which writing may be delivered in person a telecopy or by telephone, telecopier, email, cable electronic mail) or telex, if acceptable to it) any telephone message believed by it to be genuine and believed by it to be signed or sent by the proper party or parties. The Administrative Agent shall not have any liability to the Borrower or any Lender or any other Person for the Borrower’s or any Lender’s, as the case may be, performance of, or failure to perform, any of their respective obligations and duties under this Agreement or any other Facility Document.

Administrative Agent’s Reliance, Etc. (a) Neither Notwithstanding any other provisions of this Agreement or any other Loan Documents, neither the Administrative Agent nor any of its respective directors, officers, agents agents, employees or employees counsel 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 Facility DocumentsLoan Document, 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 limiting the generality of the foregoing, the Administrative Agent: (ia) may treat the payee of any Term Note as the holder thereof until the Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Administrative Agent; (b) may consult with legal counsel (including, without limitation, including its own counsel or counsel for the Borrower or the Servicer or any of their Affiliates) and 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; (iic) makes no warranty or representation to any Secured Party Lender or any other Person and shall not be responsible to any Secured Party Lender or any other Person for any statements, warranties or representations (whether written or oral) made by any Person in or in connection with this Agreement or the any other Facility DocumentsLoan Document; (iiid) shall not have any duty to monitor, ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of any of this Agreement, Agreement or any other Loan Document or the other Facility Documents satisfaction of any conditions precedent under this Agreement or any Loan Documents Document on the part of the Borrower or other Persons (except for the delivery to it of any certificate or document specifically required to be delivered to it pursuant to Section 6.1) or inspect the property, books or records of the Borrower or any other Person or to inspect the property (including the books and records) of the BorrowerPerson; (ive) shall not be responsible to any Secured Party or any other Person Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any Collateralother Loan Document, this Agreement, the other Facility Documents, any Loan Document or any other instrument or document furnished pursuant hereto or thereto or for any collateral covered thereby or the validity, perfection, perfection or priority or enforceability of any Lien in favor of the Liens Administrative Agent on behalf of the CollateralLenders in any such collateral; and (vf) shall incur no liability under or in respect of this Agreement or any other Facility Loan Document by relying on, acting upon (or by refraining from action in reliance on) any written or oral notice, request, consent, certificate (including for the avoidance of doubt, the Borrowing Base Certificate), instruction or waiver, report, statement, opinion, direction or other instrument or writing (which may be delivered in person or by telephone, telecopiertelecopy, email, cable or telex, if acceptable to itelectronic mail) believed by it to be genuine and believed by it to be signed signed, sent or sent given by the proper party or parties. The Administrative Agent shall not have may execute any liability of its duties under the Loan Documents by or through agents, employees or attorneys-in-fact. Unless set forth in writing to the contrary, the making of its initial Loan by a Lender shall constitute a certification by such Lender to the Administrative Agent and the other Lenders that the Borrower or any Lender or any other Person has satisfied the conditions precedent for initial Loans set forth in Sections 6.1 and 6.2 that have not previously been waived by the Borrower’s or any Lender’s, as the case may be, performance of, or failure to perform, any of their respective obligations and duties under this Agreement or any other Facility DocumentRequisite Lenders.

Administrative Agent’s Reliance, Etc. (a) Neither the Administrative Agent nor any of 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 this Agreement or any of the other Facility DocumentsAgreement, except for its or their own gross negligence or willful misconduct. Without limiting limitation of the generality of the foregoing, the Administrative Agent: (i) may treat the payee of any Note as the holder thereof until the Administrative Agent receives and accepts an Assignment and Acceptance entered into by the Lender that is the payee of such Note, as assignor, and an assignee, as provided in Section 8.07; (ii) may consult with legal counsel (including, without limitation, including counsel for the Borrower or the Servicer or any of their Affiliates) and 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; (iiiii) makes no warranty or representation to any Secured Party or any other Person Lender and shall not be responsible to any Secured Party or any Person Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Facility DocumentsAgreement; (iiiiv) shall not have any duty to monitor, ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement, the other Facility Documents or any Loan Documents Agreement on the part of the any Borrower or any other Person or to inspect the property (including the books and records) of the any Borrower; (ivv) shall not be responsible to any Secured Party or any other Person Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of any Collateral, this Agreement, the other Facility Documents, any Loan Document Agreement or any other instrument or document furnished pursuant hereto or thereto or for the validity, perfection, priority or enforceability of the Liens on the Collateralhereto; and (vvi) shall incur no liability under or in respect of this Agreement or any other Facility Document by relying on, acting upon (or by refraining from action in reliance on) any written or oral notice, request, consent, certificate (including for the avoidance of doubt, the Borrowing Base Certificate), instruction or waiver, report, statement, opinion, direction or other instrument or writing (which may be delivered in person or by telephone, telecopier, email, cable or telex, if acceptable to it) believed by it to be genuine and believed by it to be signed or sent by the proper party or parties. The ; and (vii) shall be deemed not to have knowledge of any Default (other than a failure to pay any principal or interest on the due date therefor) unless and until written notice thereof is given to the Administrative Agent shall not have any liability to by the Borrower Company or any Lender or any other Person for the Borrower’s or any a Lender’s, as the case may be, performance of, or failure to perform, any of their respective obligations and duties under this Agreement or any other Facility Document.. Credit Agreement

Administrative Agent’s Reliance, Etc. (a) Neither the Administrative Agent nor any of 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 this Agreement or any of the other Facility Loan Documents, except for its or their own gross negligence or willful misconduct. Without limiting limitation of the generality of the foregoing, the Administrative Agent: (i) may treat the Lender that made any Advance as the holder of the Indebtedness resulting therefrom until the Administrative Agent receives and accepts an Assignment and Acceptance entered into by such Lender, as assignor, and an Eligible Assignee, as assignee, as provided in Section 9.07; (ii) may consult with legal counsel (including, without limitation, including counsel for the Borrower or the Servicer or any of their Affiliates) and 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; (iiiii) makes no warranty or representation to any Secured Party Lender or any other Person the Issuing Lender and shall not be responsible to any Secured Party Lender or any Person the Issuing Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or any of the other Facility Loan Documents; (iiiiv) shall not have any duty to monitor, ascertain or to inquire as to the performance performance, observance or observance satisfaction of any of the terms, covenants or conditions of this Agreement, Agreement or any of the other Facility Documents or any Loan Documents on the part of the any Borrower or the existence at any other Person time of any Default or to inspect the property (including the books and records) of the any Borrower; (ivv) shall not be responsible to any Secured Party Lender or any other Person the Issuing Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any Collateral, this Agreement, of the other Facility Documents, any Loan Document Documents or any other instrument or document furnished pursuant hereto or thereto or for the validity, perfection, priority or enforceability of the Liens on the Collateralthereto; and (vvi) shall incur no liability under or in respect of this Agreement or any of the other Facility Document Loan Documents by relying on, acting upon (or by refraining from action in reliance on) any written or oral notice, request, consent, certificate (including for the avoidance of doubt, the Borrowing Base Certificate), instruction or waiver, report, statement, opinion, direction or other instrument or writing (which may be delivered in person or by telephone, telecopier, email, cable telegram or telex, if acceptable to it) believed by it to be genuine and believed by it to be signed or sent by the proper party or parties. The Administrative Agent shall not have any liability to the Borrower or any Lender or any other Person for the Borrower’s or any Lender’s, as the case may be, performance of, or failure to perform, any of their respective obligations and duties under this Agreement or any other Facility Document.

Administrative Agent’s Reliance, Etc. (a) Neither None of the Administrative Agent nor Agent, any of its Affiliates or any of their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it it, him, her or them under or in connection with this Agreement or any of the other Facility Loan Documents, except for its its, his, her or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, the Administrative Agent: Agent (ia) may treat the payee of any Note as its holder until such Note has been assigned in accordance with Section 11.2 (Assignments and Participations), (b) may rely on the Register to the extent set forth in Section 11.2(c) (Assignments and Participations), (c) may consult with legal counsel (including, without limitation, including counsel for to the Borrower or the Servicer or any of their Affiliates) and other Loan Party), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; , (iid) makes no warranty or representation to any Secured Party Lender or any other Person Issuer and shall not be responsible to any Secured Party Lender or any Person Issuer for any statements, warranties or representations (whether written made by or oral) made on behalf of the Holdings or any of its Subsidiaries in or in connection with this Agreement or the any other Facility Documents; Loan Document, (iiie) shall not have any duty to monitor, ascertain or to inquire either as to the performance or observance of any of the termsterm, covenants covenant or conditions condition of this Agreement, the other Facility Documents or any Loan Documents on the part of the Borrower Agreement or any other Person Loan Document, as to the financial condition of any Loan Party or as to inspect the property existence or possible existence of any Default or Event of Default, (including the books and records) of the Borrower; (ivf) shall not be responsible to any Secured Party Lender or any other Person Issuer for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the attachment, perfection or priority of any CollateralLien created or purported to be created under or in connection with, this Agreement, the any other Facility Documents, any Loan Document or any other instrument or document furnished pursuant hereto or thereto or for the validity, perfection, priority or enforceability of the Liens on the Collateral; and (vg) shall incur no liability under or in respect of this Agreement or any other Facility Loan Document by relying on, acting upon (or by refraining from action in reliance on) any written or oral notice, request, consent, certificate (including for the avoidance of doubt, the Borrowing Base Certificate), instruction or waiver, report, statement, opinion, direction or other instrument or writing (which writing may be delivered in person a telecopy or by telephone, telecopier, email, cable electronic mail) or telex, if acceptable to it) any telephone message believed by it to be genuine and believed by it to be signed or sent by the proper party or parties. The Administrative Agent shall not have any liability to the Borrower or any Lender or any other Person for the Borrower’s or any Lender’s, as the case may be, performance of, or failure to perform, any of their respective obligations and duties under this Agreement or any other Facility Document.

Administrative Agent’s Reliance, Etc. (a) Neither None of the Administrative Agent nor Agent, any of its Affiliates or any of their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it it, him, her or them under or in connection with this Agreement or any of the other Facility Loan Documents, except for its its, his, her or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, the Administrative Agent: Agent (ia) may treat the payee of any Note as its holder until such Note has been assigned in accordance with Section 10.2 (Assignments and Participations), (b) may rely on the Register to the extent set forth in Section 2.6 (Evidence of Debt), (c) may consult with legal counsel (including, without limitation, including counsel for to the Borrower or the Servicer Borrowers or any of their Affiliates) and other Loan Party), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; , (iid) makes no warranty or representation to any Secured Party Lender or any other Person Issuer and shall not be responsible to any Secured Party Lender or any Person Issuer for any statements, warranties or representations (whether written made by or oral) made on behalf of the MLP, the Borrowers or any of the Borrowers’ Subsidiaries in or in connection with this Agreement or the any other Facility Documents; Loan Document, (iiie) shall not have any duty to monitor, ascertain or to inquire either as to the performance or observance of any of the termsterm, covenants covenant or conditions condition of this Agreement, the other Facility Documents or any Loan Documents on the part of the Borrower Agreement or any other Person Loan Document, as to the financial condition of any Loan Party or as to inspect the property existence or possible existence of any Default or Event of Default, (including the books and records) of the Borrower; (ivf) shall not be responsible to any Secured Party Lender or any other Person Issuer for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the attachment, perfection or priority of any CollateralLien created or purported to be created under or in connection with, this Agreement, the any other Facility Documents, any Loan Document or any other instrument or document furnished pursuant hereto or thereto or for the validity, perfection, priority or enforceability of the Liens on the Collateral; and (vg) shall incur no liability under or in respect of this Agreement or any other Facility Loan Document by relying on, acting upon (or by refraining from action in reliance on) any written or oral notice, request, consent, certificate (including for the avoidance of doubt, the Borrowing Base Certificate), instruction or waiver, report, statement, opinion, direction or other instrument or writing (which writing may be delivered in person a telecopy or by telephone, telecopier, email, cable electronic mail) or telex, if acceptable to it) any telephone message believed by it to be genuine and believed by it to be signed or sent by the proper party or parties. The Administrative Agent shall not have any liability to the Borrower or any Lender or any other Person for the Borrower’s or any Lender’s, as the case may be, performance of, or failure to perform, any of their respective obligations and duties under this Agreement or any other Facility Document.Exhibit 10.1

Administrative Agent’s Reliance, Etc. (a) Neither None of the Administrative Agent nor Agent, any of its Affiliates or any of their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it it, him, her or them under or in connection with this Agreement or any of the other Facility Loan Documents, except for its its, his, her or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, the Administrative Agent: Agent (ia) may treat the payee of any Note as its holder until such Note has been assigned in accordance with Section 11.2 (Assignments and Participations), (b) may rely on the Register to the extent set forth in Section 11.2(c) (Assignments and Participations), (c) may consult with legal counsel (including, without limitation, including counsel for to the Borrower or the Servicer or any of their Affiliates) and other Loan Party), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; , (iid) makes no warranty or representation to any Secured Party Lender or any other Person Issuer and shall not be responsible to any Secured Party Lender or any Person Issuer for any statements, warranties or representations (whether written made by or oral) made on behalf of Holdings or any of its Subsidiaries in or in connection with this Agreement or the any other Facility Documents; Loan Document, (iiie) shall not have any duty to monitor, ascertain or to inquire either as to the performance or observance of any of the termsterm, covenants covenant or conditions condition of this Agreement, the other Facility Documents or any Loan Documents on the part of the Borrower Agreement or any other Person Loan Document, as to the financial condition of any Loan Party or as to inspect the property existence or possible existence of any Default or Event of Default, (including the books and records) of the Borrower; (ivf) shall not be responsible to any Secured Party Lender or any other Person Issuer for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the attachment, perfection or priority of any CollateralLien created or purported to be created under or in connection with, this Agreement, the any other Facility Documents, any Loan Document or any other instrument or document furnished pursuant hereto or thereto or for the validity, perfection, priority or enforceability of the Liens on the Collateral; and (vg) shall incur no liability under or in respect of this Agreement or any other Facility Loan Document by relying on, acting upon (or by refraining from action in reliance on) any written or oral notice, request, consent, certificate (including for the avoidance of doubt, the Borrowing Base Certificate), instruction or waiver, report, statement, opinion, direction or other instrument or writing (which writing may be delivered in person a telecopy or by telephone, telecopier, email, cable electronic mail) or telex, if acceptable to it) any telephone message believed by it to be genuine and believed by it to be signed or sent by the proper party or parties. The Administrative Agent shall not have any liability to the Borrower or any Lender or any other Person for the Borrower’s or any Lender’s, as the case may be, performance of, or failure to perform, any of their respective obligations and duties under this Agreement or any other Facility Document.

Administrative Agent’s Reliance, Etc. (a) Neither the Administrative Agent nor any of its Affiliates or any of the respective directors, officers, agents or employees of the Administrative Agent or any such Affiliate shall be liable for any action taken or omitted to be taken by it it, him, her or them under or in connection with this Agreement or any of the other Facility Loan Documents, except for its its, his, her or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, the Administrative Agent: Agent (ia) may treat the payee of any Note as its holder until such Note has been assigned in accordance with Section 11.2; (b) may rely on the Register to the extent set forth in Section 11.2(c); (c) may consult with legal counsel (including, without limitation, including counsel for to the Borrower or the Servicer Borrowers or any of their Affiliates) and other Loan Party), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (iid) makes no warranty or representation to any Secured Party Lender or any other Person Issuer and shall not be responsible to any Secured Party Lender or any Person Issuer for any statements, warranties or representations (whether written made by or oral) made on behalf of Terra Industries or any of its Subsidiaries in or in connection with this Agreement or any of the other Facility Loan Documents; (iiie) shall not have any duty to monitor, ascertain or to inquire either as to the performance or observance of any of the terms, covenants or conditions of this Agreement, Agreement or any of the other Facility Loan Documents or the financial condition of any Loan Documents on Party, or the part existence or possible existence of the Borrower any Default or any other Person or to inspect the property (including the books and records) Event of the BorrowerDefault; (ivf) shall not be responsible to any Secured Party Lender or any other Person Issuer for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any Collateral, this Agreement, of the other Facility Documents, any Loan Document Documents or any other instrument or document furnished pursuant hereto or thereto or for the validity, perfection, priority or enforceability of the Liens on the Collateralthereto; and (vg) shall incur no liability under or in respect of this Agreement or any of the other Facility Document Loan Documents by relying on, acting upon (or by refraining from action in reliance on) any written or oral notice, request, consent, certificate (including for the avoidance of doubt, the Borrowing Base Certificate), instruction or waiver, report, statement, opinion, direction or other instrument or writing (which may be delivered in person by telecopy) or by telephone, telecopier, email, cable or telex, if acceptable to it) any telephone message believed by it to be genuine and believed by it to be signed or sent by the proper party or parties. The Administrative Agent shall not have any liability to the Borrower or any Lender or any other Person for the Borrower’s or any Lender’s, as the case may be, performance of, or failure to perform, any of their respective obligations and duties under this Agreement or any other Facility Document.

Administrative Agent’s Reliance, Etc. (a) Neither None of the Administrative Agent nor Agent, any of its Affiliates or any of their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it it, him, her or them under or in connection with this Agreement or any of the other Facility Loan Documents, except for its its, his, her or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, the Administrative Agent: Agent (ia) may treat the payee of any Revolving Credit Note as its holder until such Revolving Credit Note has been assigned in accordance with Section 11.2 (Assignments and Participations), (b) may rely on the Register to the extent set forth in Section 2.7 (Evidence of Debt), (c) may consult with legal counsel (including, without limitation, including counsel for to the Borrower or the Servicer or any of their Affiliates) and other Loan Party), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; , (iid) makes no warranty or representation to any Secured Party Lender or any other Person Issuer and shall not be responsible to any Secured Party Lender or any Person Issuer for any statements, warranties or representations (whether written made by or oral) made on behalf of any Group Member in or in connection with this Agreement or the any other Facility Documents; Loan Document, (iiie) shall not have any duty to monitor, ascertain or to inquire either as to the performance or observance of any of the termsterm, covenants covenant or conditions condition of this Agreement, the other Facility Documents or any Loan Documents on the part of the Borrower Agreement or any other Person Loan Document, as to the financial condition of any Loan Party or as to inspect the property existence or possible existence of any Default or Event of Default, (including the books and records) of the Borrower; (ivf) shall not be responsible to any Secured Party Lender or any other Person Issuer for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the attachment, perfection or priority of any CollateralLien created or purported to be created under or in connection with, this Agreement, the any other Facility Documents, any Loan Document or any other instrument or document furnished pursuant hereto or thereto or for the validity, perfection, priority or enforceability of the Liens on the Collateral; and (vg) shall incur no liability under or in respect of this Agreement or any other Facility Loan Document by relying on, acting upon (or by refraining from action in reliance on) any written or oral notice, request, consent, certificate (including for the avoidance of doubt, the Borrowing Base Certificate), instruction or waiver, report, statement, opinion, direction or other instrument or writing (which writing may be delivered in person a fax or by telephone, telecopier, email, cable electronic mail) or telex, if acceptable to it) any telephone message believed by it to be genuine and believed by it to be signed or sent by the proper party or parties. The Administrative Agent shall not have any liability to the Borrower or any Lender or any other Person for the Borrower’s or any Lender’s, as the case may be, performance of, or failure to perform, any of their respective obligations and duties under this Agreement or any other Facility Document.133 AMENDED AND RESTATED CREDIT AGREEMENT XXXXX HEALTHCARE CORPORATION

Administrative Agent’s Reliance, Etc. (a) Neither Notwithstanding any other provisions of this Agreement, any other Loan Documents or the Other Related Documents, neither the Administrative Agent nor any of its respective directors, officers, agents agents, employees or employees counsel shall be liable for any action taken or omitted to be not taken by it or them under or in connection with this Agreement or any other Loan Document, INCLUDING ACTIONS WHICH MAY CONSTITUTE NEGLIGENCE OR ANY STRICT LIABILITY, EXCEPT FOR ITS OR THEIR OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT IN CONNECTION WITH ITS OR THEIR DUTIES EXPRESSLY SET FORTH HEREIN OR THEREIN, as determined by a court of the other Facility Documents, except for its or their own gross negligence or willful misconductcompetent jurisdiction in a final non-appealable judgment. Without limiting the generality of the foregoing, the Administrative Agent: (i) may consult with legal counsel (including, without limitation, including its own counsel or counsel for the Borrower or the Servicer or any of their Affiliates) and other Loan Party), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; . Neither the Administrative Agent nor any of its directors, officers, agents, employees or counsel: (iia) makes no any warranty or representation to any Secured Party Lender or any other Person and shall not be responsible to any Secured Lender or any other Person for any statement, warranty or representation made or deemed made by the Borrower, any other Loan Party or any other Person for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or the any other Facility DocumentsLoan Document; (iiib) shall not have any duty to monitor, ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement, Agreement or any other Loan Document or the other Facility Documents satisfaction of any conditions precedent under this Agreement or any Loan Documents Document on the part of the Borrower or other Persons or inspect the property, books or records of the Borrower or any other Person or to inspect the property (including the books and records) of the BorrowerPerson; (ivc) shall not be responsible to any Secured Party or any other Person Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any Collateralother Loan Document, this Agreement, the other Facility Documents, any Loan Document or any other instrument or document furnished pursuant hereto or thereto or for any Collateral covered thereby or the validity, perfection, perfection or priority or enforceability of any Lien in favor of the Liens Administrative Agent on behalf of the Lenders in any such Collateral; (d) shall have any liability in respect of any recitals, statements, certifications, representations or warranties contained in any of the Loan Documents or Other Related Documents or any other document, instrument, agreement, certificate or statement delivered in connection therewith; and (ve) shall incur no any liability under or in respect of this Agreement or any other Facility Loan Document by relying on, acting upon (or by refraining from action in reliance on) any written or oral notice, request, consent, certificate (including for the avoidance of doubt, the Borrowing Base Certificate), instruction or waiver, report, statement, opinion, direction or other instrument or writing (which may be delivered in person or by telephone, telecopier, email, cable telecopy or telex, if acceptable to itelectronic mail) believed by it to be genuine and believed by it to be signed signed, sent or sent given by the proper party or parties. The Administrative Agent may execute any of its duties under the Loan Documents or Other Related Documents by or through agents, employees or attorneys-in-fact and shall not have any liability to the Borrower or any Lender or any other Person be responsible for the Borrower’s negligence or misconduct of any Lender’s, as agent or attorney-in-fact that it selects in the case may be, performance of, absence of gross negligence or failure to perform, any of their respective obligations and duties under this Agreement or any other Facility Documentwillful misconduct.

Administrative Agent’s Reliance, Etc. (a) Neither Notwithstanding any other provisions of this Agreement, any other Loan Documents or the Other Related Documents, neither Administrative Agent nor any of its respective directors, officers, agents agents, employees or employees counsel shall be liable for any action taken or omitted to be not taken by it or them under or in connection with this Agreement or any of the other Facility DocumentsLoan Document, except for its or their own gross negligence or willful misconductmisconduct in connection with its duties expressly set forth herein or therein. Without limiting the generality of the foregoing, the Administrative Agent: (i) may consult with legal counsel (including, without limitation, including its own counsel or counsel for the Borrower or the Servicer or any of their Affiliates) and other Loan Party), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; . Neither Administrative Agent nor any of its directors, officers, agents, employees or counsel: (iia) makes no any warranty or representation to any Secured Party Lender or any other Person and shall not be responsible to any Secured Lender or any other Person for any statement, warranty or representation made or deemed made by Borrower, any other Loan Party or any other Person for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or the any other Facility DocumentsLoan Document; (iiib) shall not have any duty to monitor, ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement, Agreement or any other Loan Document or the other Facility Documents satisfaction of any conditions precedent under this Agreement or any Loan Documents Document on the part of Borrower or other Persons or inspect the property, books or records of Borrower or any other Person or to inspect the property (including the books and records) of the BorrowerPerson; (ivc) shall not be responsible to any Secured Party or any other Person Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any Collateralother Loan Document, this Agreement, the other Facility Documents, any Loan Document or any other instrument or document furnished pursuant hereto or thereto or for any Collateral covered thereby or the validityperfection or priority of any Lien in favor of Administrative Agent on behalf of Lenders in any such Collateral; (d) shall have any liability in respect of any recitals, perfectionstatements, priority certifications, representations or enforceability warranties contained in any of the Liens on the CollateralLoan Documents or Other Related Documents or any other document, instrument, agreement, certificate or statement delivered in connection therewith; and (ve) shall incur no any Loan No. 1005062 liability under or in respect of this Agreement or any other Facility Loan Document by relying on, acting upon (or by refraining from action in reliance on) any written or oral notice, request, consent, certificate (including for the avoidance of doubt, the Borrowing Base Certificate), instruction or waiver, report, statement, opinion, direction or other instrument or writing (which may be delivered in person or by telephone, telecopier, email, cable telecopy or telex, if acceptable to itelectronic mail) believed by it to be genuine and believed by it to be signed signed, sent or sent given by the proper party or parties. The Administrative Agent may execute any of its duties under the Loan Documents or Other Related Documents by or through agents, employees or attorneys-in-fact and shall not have any liability to the Borrower or any Lender or any other Person be responsible for the Borrower’s negligence or misconduct of any Lender’s, as agent or attorney-in-fact that it selects in the case may be, performance of, absence of gross negligence or failure to perform, any of their respective obligations and duties under this Agreement or any other Facility Documentwillful misconduct.

Administrative Agent’s Reliance, Etc. (a) Neither None of the Administrative Agent nor Agent, any of its Affiliates or any of their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it it, him, her or them under or in connection with this Agreement or any of the other Facility Loan Documents, except for its its, his, her or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, the Administrative Agent: Agent (ia) may treat the payee of any Note as its holder until such Note has been assigned in accordance with Section 11.2(e) (Assignments and Participations), (b) may rely on the Register to the extent set forth in Section 2.7 (Evidence of Debt), (c) may consult with legal counsel (including, without limitation, including counsel for to the Borrower or the Servicer or any of their Affiliates) and other Loan Party), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; , (iid) makes no warranty or representation to any Secured Party Lender or any other Person Issuer and shall not be responsible to any Secured Party Lender or any Person Issuer for any statements, warranties or representations (whether written made by or oral) made on behalf of the Borrower or any of its Subsidiaries in or in connection with this Agreement or the any other Facility Documents; Loan Document, (iiie) shall not have any duty to monitor, ascertain or to inquire either as to the performance or observance of any of the termsterm, covenants covenant or conditions condition of this Agreement, the other Facility Documents or any Loan Documents on the part of the Borrower Agreement or any other Person Loan Document, as to the financial condition of any Loan Party or as to inspect the property existence or possible existence of any Default or Event of Default, (including the books and records) of the Borrower; (ivf) shall not be responsible to any Secured Party Lender or any other Person Issuer for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the attachment, perfection or priority of any CollateralLien created or purported to be created under or in connection with, this Agreement, the any other Facility Documents, any Loan Document or any other instrument or document furnished pursuant hereto or thereto or for the validity, perfection, priority or enforceability of the Liens on the Collateral; and (vg) shall incur no liability under or in respect of this Agreement or any other Facility Loan Document by relying on, acting upon (or by refraining from action in reliance on) any written or oral notice, request, consent, certificate (including for the avoidance of doubt, the Borrowing Base Certificate), instruction or waiver, report, statement, opinion, direction or other instrument or writing (which writing may be delivered in person a telecopy or by telephone, telecopier, email, cable electronic mail) or telex, if acceptable to it) any telephone message believed by it to be genuine and believed by it to be signed or sent by the proper party or parties. The Administrative Agent shall not have any liability to the Borrower or any Lender or any other Person for the Borrower’s or any Lender’s, as the case may be, performance of, or failure to perform, any of their respective obligations and duties under this Credit Agreement or any other Facility Document.Orbital Sciences Corporation

Administrative Agent’s Reliance, Etc. (a) Neither None of the Administrative Agent nor Agent, any of its Affiliates or any of their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it it, him, her or them under or in connection with this Agreement or any of the other Facility Loan Documents, except for its its, his, her or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, the Administrative Agent: Agent (ia) may treat the payee of any Note as its holder until such Note has been assigned in accordance with Section 11.2 (Assignments and Participations), (b) may rely on the Register to the extent set forth in Section 11.2(c) (Assignments and Participations), (c) may consult with legal counsel (including, without limitation, including counsel for to the Borrower or the Servicer or any of their Affiliates) and other Loan Party), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; , (iid) makes no warranty or representation to any Secured Party Lender or any other Person Issuer and shall not be responsible to any Secured Party Lender or any Person Issuer for any statements, warranties or representations (whether written made by or oral) made in on behalf of the Borrower or any of its Subsidiaries in, or in connection with with, this Agreement or any of the other Facility Documents; Loan Document, (iiie) shall not have any duty to monitor, ascertain or to inquire either as to (i) the performance or observance of any of the termsterm, covenants covenant or conditions condition of this Agreement, the other Facility Documents or any Loan Documents on the part of the Borrower Agreement or any other Person Loan Document, (ii) the financial condition of any Loan Party or to inspect (iii) the property existence or possible existence of any Default or Event of Default, (including the books and records) of the Borrower; (ivf) shall not be responsible to any Secured Party Lender or any other Person Issuer for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the attachment, perfection or priority of any CollateralLien created or purported to be created under or in connection with, this Agreement, the Agreement or any other Facility Documents, any Loan Document or any other instrument or document furnished pursuant hereto or thereto or for the validity, perfection, priority or enforceability of the Liens on the Collateral; and (vg) shall NATIONAL STEEL CORPORATION CREDIT AGREEMENT incur no liability under or in respect of this Agreement or any other Facility Loan Document by relying on, acting upon (or by refraining from action in reliance on) any written or oral notice, request, consent, certificate (including for the avoidance of doubt, the Borrowing Base Certificate), instruction or waiver, report, statement, opinion, direction or other instrument or writing (which writing may be delivered in person a telecopy or by telephone, telecopier, email, cable electronic mail) or telex, if acceptable to it) any telephone message believed by it to be genuine and believed by it to be signed or sent by the proper party or parties. The Administrative Agent shall not have any liability to the Borrower or any Lender or any other Person for the Borrower’s or any Lender’s, as the case may be, performance of, or failure to perform, any of their respective obligations and duties under this Agreement or any other Facility Document.

Administrative Agent’s Reliance, Etc. (a) Neither None of the Administrative Agent nor Agent, any of its Affiliates or any of their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it it, him, her or them under or in connection with this Agreement or any of the other Facility Loan Documents, except for its its, his, her or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, the Administrative Agent: Agent (ia) may treat the payee of any Note as its holder until such Note has been assigned in accordance with Section 10.2 (Assignments and Participations), (b) may rely on the Register to the extent set forth in Section 2.6 (Evidence of Debt), (c) may consult with legal counsel (includingincluding counsel to the Borrower), without limitation, counsel for the Borrower or the Servicer or any of their Affiliates) and independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; , (iid) makes no warranty or representation to any Secured Party or any other Person Lender and shall not be responsible to any Secured Party or any Person Lender for any statements, warranties or representations (whether written made by or oral) made on behalf of the Borrower or any of the Borrower’s Subsidiaries in or in connection with this Agreement or the any other Facility Documents; Loan Document, (iiie) shall not have any duty to monitor, ascertain or to inquire either as to the performance or observance of any of the termsterm, covenants covenant or conditions condition of this Agreement, the other Facility Documents Agreement or any other Loan Documents on Document, as to the part financial condition of the Borrower or any other Person of its Subsidiaries or as to inspect the property existence or possible existence of any Default or Event of Default, (including the books and records) of the Borrower; (ivf) shall not be responsible to any Secured Party or any other Person Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the attachment, perfection or priority of any CollateralLien created or purported to be created under or in connection with, this Agreement, the any other Facility Documents, any Loan Document or any other instrument or document furnished pursuant hereto or thereto or for the validity, perfection, priority or enforceability of the Liens on the Collateral; and (vg) shall incur no liability under or in respect of this Agreement or any other Facility Loan Document by relying on, acting upon (or by refraining from action in reliance on) any written or oral notice, request, consent, certificate (including for the avoidance of doubt, the Borrowing Base Certificate), instruction or waiver, report, statement, opinion, direction or other instrument or writing (which writing may be delivered in person a telecopy or by telephone, telecopier, email, cable electronic mail) or telex, if acceptable to it) any telephone message believed by it to be genuine and believed by it to be signed or sent by the proper party or parties. The Administrative Agent shall not have any liability to the Borrower or any Lender or any other Person for the Borrower’s or any Lender’s, as the case may be, performance of, or failure to perform, any of their respective obligations and duties under this Agreement or any other Facility Document.Exhibit 10.2

Administrative Agent’s Reliance, Etc. (a) Neither the Administrative Agent nor any of 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 this Agreement or any of the other Facility Loan Documents, except for its or their own gross negligence or willful misconduct. Without limiting limitation of the generality of the foregoing, the Administrative Agent: (i) may treat the Lender that made any Term Loan as the holder of the Indebtedness resulting therefrom until the Administrative Agent receives and accepts an Assignment and Acceptance entered into by such Lender, as assignor, and an Eligible Assignee, as assignee, as provided in Section 9.07; (ii) may consult with legal counsel (including, without limitation, including counsel for the Borrower or the Servicer or any of their Affiliates) and 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; (iiiii) makes no warranty or representation to any Secured Party or any other Person Lender and shall not be responsible to any Secured Party or any Person Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or any of the other Facility Loan Documents; (iiiiv) shall not have any duty to monitor, ascertain or to inquire as to the performance performance, observance or observance satisfaction of any of the terms, covenants or conditions of this Agreement, Agreement or any of the other Facility Documents or any Loan Documents on the part of the Borrower or the existence at any other Person time of any Default or to inspect the property (including the books and records) of the Borrower; (ivv) shall not be responsible to any Secured Party or any other Person Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any Collateral, this Agreement, of the other Facility Documents, any Loan Document Documents or any other instrument or document furnished pursuant hereto or thereto or for the validity, perfection, priority or enforceability of the Liens on the Collateralthereto; and (vvi) shall incur no liability under or in respect of this Agreement or any of the other Facility Document Loan Documents by relying on, acting upon (or by refraining from action in reliance on) any written or oral notice, request, consent, certificate (including for the avoidance of doubt, the Borrowing Base Certificate), instruction or waiver, report, statement, opinion, direction or other instrument or writing (which may be delivered in person by telecopier or by telephone, telecopier, email, cable or telex, if acceptable to ittelegram) believed by it to be genuine and believed by it to be signed or sent by the proper party or parties. The Administrative Agent shall not have any liability to the Borrower or any Lender or any other Person for the Borrower’s or any Lender’s, as the case may be, performance of, or failure to perform, any of their respective obligations and duties under this Agreement or any other Facility Document.

Administrative Agent’s Reliance, Etc. (a) Neither the Administrative Agent nor any of its respective directors, officers, agents or employees shall be liable to the Lenders 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 Facility DocumentsLender Agreements, except for its or their own gross negligence or willful misconduct. Without limiting limitation of the generality of the foregoing, the Administrative Agent: (ia) may treat the payee of any Revolving Credit Note or any Term Note as the holder thereof until the Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form required under Article 12 hereof; (b) may consult with legal counsel (includingcounsel, without limitation, counsel for the Borrower or the Servicer or any of their Affiliates) and independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (iic) makes no warranty or representation representations to any Secured Party or any other Person Lender and shall not be responsible to any Secured Party or any Person Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Facility DocumentsLender Agreements; (iiid) shall not have any duty to monitor, ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement, Agreement or the other Facility Documents or any Loan Documents Lender Agreements on the part of the Borrower Borrowers or any other Person or to inspect the property (including the books and records) of the BorrowerBorrowers or any other Person; (ive) shall not be responsible to any Secured Party or any other Person Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of any Collateral, this Agreement, Agreement or the other Facility Documents, any Loan Document Lender Agreements or any other instrument or document furnished pursuant hereto or thereto or for the validity, perfection, priority or enforceability of the Liens on the Collateralthereto; and (vf) shall incur no liability under or in respect of this Agreement or any the other Facility Document Lender Agreements by relying on, acting upon (or by refraining from action in reliance on) any written or oral notice, request, consent, certificate (including for the avoidance of doubt, the Borrowing Base Certificate), instruction or waiver, report, statement, opinion, direction or other instrument or writing (which may be delivered in person by telecopy or by telephone, telecopier, email, cable or telex, if acceptable to ittelegram) believed by it the Administrative Agent to be genuine and believed by it to be signed or sent by the proper party or parties. The Administrative Agent shall not have any liability to the Borrower or any Lender or any other Person for the Borrower’s or any Lender’s, as the case may be, performance of, or failure to perform, any of their respective obligations and duties under this Agreement or any other Facility Document.

Administrative Agent’s Reliance, Etc. (a) Neither the Administrative Agent nor any of 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 this Agreement or any of the other Facility Loan Documents, except for its or their own gross negligence or willful misconduct. Without limiting limitation of the generality of the foregoing, the Administrative Agent: (ia) may treat the payee of any Tranche A-1 Note, Tranche A-2 Note, Tranche A-3 Note, Tranche B Note, Tranche C-1 Note or Tranche C-2 Note as the holder thereof until the Administrative Agent receives and accepts an Assignment and Acceptance entered into by such Lender that is the payee of such Tranche A-1 Note, Tranche A-2 Note, Tranche A-3 Note, Tranche B Note, Tranche C-1 Note or Tranche C-2 Note, as the case may be, as assignor, and an Eligible Assignee, as assignee, as provided in Section 8.07; (b) may consult with legal counsel (including, without limitation, including counsel for the Borrower Loan Parties or the Servicer or of any of their Affiliates) and Lender), 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; (iic) makes no warranty or representation to any Secured Party or any other Person of the Lenders and shall not be responsible to any Secured Party or any Person of the Lenders for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Facility Loan Documents; (iiid) shall not have any duty to monitor, ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement, the other Facility Documents or any Loan Documents Document on the part of the Borrower or any other Person Loan Party or to inspect the property (including the books and records) of the Borrowerany Loan Party; (ive) shall not be responsible to any Secured Party or any other Person of the Lenders for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of any Collateral, this Agreement, the other Facility Documentsof, any Loan Document or any other instrument or document furnished pursuant hereto or thereto or for the validity, perfection, priority or enforceability of the Liens on the Collateralthereto; and (vf) shall incur no liability under or in respect of this Agreement or any other Facility Loan Document by relying on, acting upon (or by refraining from action in reliance on) any written or oral notice, request, consent, certificate (including for the avoidance of doubt, the Borrowing Base Certificate), instruction or waiver, report, statement, opinion, direction or other instrument or writing (which may be delivered in person or by telephonetelegram, telecopier, email, cable telecopy or telex, if acceptable to it) believed by it to be genuine and believed by it to be signed or sent by the proper party or parties. The Administrative Agent shall not have any liability to the Borrower or any Lender or any other Person for the Borrower’s or any Lender’s, as the case may be, performance of, or failure to perform, any of their respective obligations and duties under this Agreement or any other Facility Document.

Administrative Agent’s Reliance, Etc. (a) Neither the Administrative Agent nor any of its respective directors, officers, agents or employees Related Parties shall be liable for any action taken or omitted to be taken by it or them as Administrative Agent under or in [Investcorp] Loan and Security Agreement connection with this Agreement or any of the other Facility Transaction Documents, except for its or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, the Administrative Agent: (i) may consult with legal counsel (including, without limitation, including counsel for the Borrower or the Servicer or any of their Affiliates) and Related Fund), 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 by any other Person in or in connection with this Agreement or the other Facility DocumentsAgreement; (iii) shall not have any duty to monitor, ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement, Agreement or any of the other Facility Documents or any Loan Transaction Documents on the part of the Borrower or any other Person Loan Party or to inspect the property (including the books and records) of the Borrowerany Loan Party; (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 any Collateral, this Agreement, any of the other Facility Documents, any Loan Document Transaction Documents or any other instrument or document furnished pursuant hereto or thereto or for the validity, perfection, priority or enforceability of the Liens on the Collateralthereto; and (v) may rely upon and shall incur no liability under or in respect of this Agreement or any of the other Facility Document Transaction Documents by relying on, acting upon any notice (or including notice by refraining from action in reliance on) any written or oral notice, requesttelephone), consent, certificate (including for the avoidance of doubt, the Borrowing Base Certificate), instruction or waiver, report, statement, opinion, direction or other instrument or writing (which may be delivered in person or by telephone, telecopier, email, cable or telex, if acceptable to itfacsimile) believed by it to be genuine and believed by it to be signed or sent by the proper party or parties, or upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person. The In determining compliance with any condition hereunder to the making of an Advance, that by its terms must be fulfilled to the satisfaction of a Lender, the Administrative Agent may presume that such condition is satisfactory to such Lender unless the Administrative Agent shall not have any liability received notice to the Borrower or any contrary from such Lender or any other Person for prior to the Borrower’s or any Lender’s, as the case may be, performance of, or failure to perform, any making of their respective obligations and duties under this Agreement or any other Facility Documentsuch Advance.

Administrative Agent’s Reliance, Etc. (a) Neither None of the Administrative Agent nor Agent, any of its Affiliates or any of their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it it, him, her or them under or in connection with this Agreement or any of the other Facility Loan Documents, except for its its, his, her or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, the Administrative Agent: Agent (ia) may treat the payee of any Note as its holder until such Note has been assigned in accordance with Section 10.2, (b) may rely on the Register to the extent set forth in Section 2.6, (c) may consult with legal counsel (includingincluding counsel to the Borrower), without limitation, counsel for the Borrower or the Servicer or any of their Affiliates) and independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; , (iid) makes no warranty or representation to any Secured Party or any other Person Lender and shall not be responsible to any Secured Party or any Person Lender for any statements, warranties or representations (whether written made by or oral) made on behalf of the Borrower or any of the Borrower’s Subsidiaries in or in connection with this Agreement or the any other Facility Documents; Loan Document, (iiie) shall not have any duty to monitor, ascertain or to inquire either as to the performance or observance of any of the termsterm, covenants covenant or conditions condition of this Agreement, the other Facility Documents Agreement or any other Loan Documents on Document, as to the part financial condition of the Borrower or any other Person of its Subsidiaries or as to inspect the property existence or possible existence of any Default or Event of Default, (including the books and records) of the Borrower; (ivf) shall not be responsible to any Secured Party or any other Person Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the attachment, perfection or priority of any CollateralLien created or purported to be created under or in connection with, this Agreement, the any other Facility Documents, any Loan Document or any other instrument or document furnished pursuant hereto or thereto or for the validity, perfection, priority or enforceability of the Liens on the Collateral; and (vg) shall incur no liability under or in respect of this Agreement or any other Facility Loan Document Exhibit 10.5 by relying on, acting upon (or by refraining from action in reliance on) any written or oral notice, request, consent, certificate (including for the avoidance of doubt, the Borrowing Base Certificate), instruction or waiver, report, statement, opinion, direction or other instrument or writing (which writing may be delivered in person a telecopy or by telephone, telecopier, email, cable electronic mail) or telex, if acceptable to it) any telephone message believed by it to be genuine and believed by it to be signed or sent by the proper party or parties. The Administrative Agent shall not have any liability to the Borrower or any Lender or any other Person for the Borrower’s or any Lender’s, as the case may be, performance of, or failure to perform, any of their respective obligations and duties under this Agreement or any other Facility Document.

Administrative Agent’s Reliance, Etc. (a) Neither the Administrative Agent nor any of 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 this Agreement or any of the other Facility DocumentsAgreement, except for its or their own gross negligence or willful misconduct. Without limiting limitation of the generality of the foregoing, the Administrative Agent: (i) may treat the payee of any Note as the holder thereof until the Administrative Agent receives and accepts an Assignment and Acceptance entered into by the Lender that is the payee of such Note, as assignor, and an Eligible Assignee, as assignee, as provided in Section 8.07; (ii) may consult with legal counsel (including, without limitation, including counsel for the Borrower or the Servicer or any of their Affiliates) and Company), 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; (iiiii) makes no warranty or representation to any Secured Party or any other Person Lender and shall not be responsible to any Secured Party or any Person Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Facility DocumentsAgreement; (iiiiv) shall not have any duty to monitor, ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement, the other Facility Documents or any Loan Documents Agreement on the part of the Borrower or any other Person Borrowers or to inspect the property (including the books and records) of the BorrowerBorrowers; (ivv) shall not be responsible to any Secured Party or any other Person Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any Collaterallien or security interest created or purported to be created under or in connection with, this Agreement, the other Facility Documents, any Loan Document Agreement or any other instrument or document furnished pursuant hereto or thereto or for the validity, perfection, priority or enforceability of the Liens on the Collateralhereto; and (vvi) shall incur no liability under or in respect of this Agreement or any other Facility Document by relying on, acting upon (or by refraining from action in reliance on) any written or oral notice, request, consent, certificate (including for the avoidance of doubt, the Borrowing Base Certificate), instruction or waiver, report, statement, opinion, direction or other instrument or writing (which may be delivered in person or by telephone, telecopier, email, cable telegram or telex, if acceptable to it) believed by it to be genuine and believed by it to be signed or sent by the proper party or parties. The Administrative Agent shall not have any liability to the Borrower or any Lender or any other Person for the Borrower’s or any Lender’s, as the case may be, performance of, or failure to perform, any of their respective obligations and duties under this Agreement or any other Facility Document.364-DAY CREDIT AGREEMENT

Administrative Agent’s Reliance, Etc. (a) Neither Notwithstanding any other provisions of this Agreement or any other Loan Documents, neither the Administrative Agent nor any of its respective directors, officers, agents agents, employees or employees counsel 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 Facility DocumentsLoan Document, 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 limiting the generality of the foregoing, the Administrative Agent: (ia) may treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Administrative Agent; (b) may consult with legal counsel (including, without limitation, including its own LEGAL02/38482536v6 counsel or counsel for the Borrower or the Servicer or any of their Affiliates) and other Loan Party), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (iic) makes no warranty or representation to any Secured Party Lender or any other Person and shall not be responsible to any Secured Party Lender or any other Person for any statements, warranties or representations (whether written or oral) made by any Person in or in connection with this Agreement or the any other Facility DocumentsLoan Document; (iiid) shall not have any duty to monitor, ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of any of this Agreement, Agreement or any other Loan Document or the other Facility Documents satisfaction of any conditions precedent under this Agreement or any Loan Documents Document on the part of the Borrower or other Persons or inspect the property, books or records of the Borrower or any other Person or to inspect the property (including the books and records) of the BorrowerPerson; (ive) shall not be responsible to any Secured Party or any other Person Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any Collateralother Loan Document, this Agreement, the other Facility Documents, any Loan Document or any other instrument or document furnished pursuant hereto or thereto or for any collateral covered thereby or the validity, perfection, perfection or priority or enforceability of any Lien in favor of the Liens Administrative Agent on behalf of the CollateralLenders in any such collateral; and (vf) shall incur no liability under or in respect of this Agreement or any other Facility Loan Document by relying on, acting upon (or by refraining from action in reliance on) any written or oral notice, request, consent, certificate (including for the avoidance of doubt, the Borrowing Base Certificate), instruction or waiver, report, statement, opinion, direction or other instrument or writing (which may be delivered in person by telephone or by telephone, telecopier, email, cable or telex, if acceptable to ittelecopy) believed by it to be genuine and believed by it to be signed signed, sent or sent given by the proper party or parties. The Administrative Agent shall not have any liability to the Borrower or any Lender or any other Person for the Borrower’s or any Lender’s, as the case may be, performance of, or failure to perform, any of their respective obligations and duties under this Agreement or any other Facility Document.

Administrative Agent’s Reliance, Etc. (a) Neither the Administrative Agent nor any of its respective directors, officers, agents or employees shall be liable to any Indemnified Party for any action taken or omitted to be taken by it the Administrative Agent or them any of its respective directors, officers, agents or employees as Administrative Agent under or in connection with this Agreement Note Purchase Agreement, any other Basic Document or any of the other Facility Documentsrelated agreement or document, except for its or their own gross negligence or willful misconductmisconduct as determined by a court of competent jurisdiction in a final and non-appealable decision. Without limiting the generality of the foregoing, the Administrative Agent: (i) may consult with legal counsel (includingcounsel, without limitation, counsel for the Borrower or the Servicer or any of their Affiliates) and independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (ii) makes no warranty or representation to any Secured Party party hereto or any other Person Noteholder, and shall not be responsible to any Secured Party or any Person Noteholder, for any recitals, statements, warranties or representations (whether written made by the Issuer or oral) made in or CPS in connection with this Note Purchase Agreement or the any other Facility DocumentsBasic Document or in any certificate, report, statement or other document referred to or provided for in, or received under or in connection with, this Note Purchase Agreement or any other Basic Document; (iii) shall not have any duty to monitor, ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement, the other Facility Documents Note Purchase Agreement or any Loan Documents other Basic Document on the part of the Borrower Issuer or any other Person CPS or to inspect the property (including the books and records) of the BorrowerIssuer or CPS; (iv) shall not be responsible to any Secured Party party hereto or any other Person Noteholder for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of any Collateral, this Note Purchase Agreement, the any other Facility Documents, any Loan Basic Document or any other instrument or document furnished pursuant hereto or thereto or for the validity, perfection, priority or enforceability of the Liens on the Collateralhereto; and (v) shall incur no liability under or in respect of this Note Purchase Agreement or any other Facility Basic Document by relying on, acting upon any notice (or including notice by refraining from action in reliance on) any written or oral notice, requesttelephone), consent, certificate (including for the avoidance of doubt, the Borrowing Base Certificate), instruction or waiver, report, statement, opinion, direction or other instrument or writing (which may be delivered in person or by telephone, telecopier, email, cable or telex, if acceptable to it) believed by it in good faith to be genuine and believed by it to be signed or sent by the proper party or parties. The Administrative Agent shall not be deemed to have knowledge of any liability to Default or Event of Default unless the Borrower Administrative Agent has received notice thereof from the Issuer, CPS or any Lender or any other Person for the Borrower’s or any Lender’s, as the case may be, performance of, or failure to perform, any of their respective obligations and duties under this Agreement or any other Facility DocumentNoteholder.

Administrative Agent’s Reliance, Etc. (a) Neither the ------------------------------------ Administrative Agent nor any of 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 this Agreement or any of the other Facility Loan Documents, except for its or their own gross negligence or willful misconduct. Without limiting limitation of the generality of the foregoing, the Administrative Agent: (i) may treat the payee of any Note as the holder thereof until the Administrative Agent receives and accepts an Assignment and Acceptance entered into by the Lender that is the payee of such Note, as assignor, and an Eligible Assignee, as assignee, as provided in Section 9.07; (ii) may consult with legal counsel (including, without limitation, including counsel for the Borrower or the Servicer or any of their Affiliates) and 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; (iiiii) makes no warranty or representation to any Secured Lender Party or any other Person and shall not be responsible to any Secured Lender 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 Facility Loan Documents; (iiiiv) shall not have any duty to monitor, ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement, the other Facility Documents or any Loan Documents Document on the part of the Borrower or any other Person Loan Party or to inspect the property (including the books and records) of the Borrowerany Loan Party; (ivv) shall not be responsible to any Secured Party or any other Person Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of any Collateral, this Agreement, the other Facility Documents, any Loan Document or any other instrument or document furnished pursuant hereto or thereto or for the validity, perfection, priority or enforceability of the Liens on the Collateralhereto; and (vvi) shall incur no liability under or in respect of this Agreement or any other Facility Loan Document by relying on, acting upon (or by refraining from action in reliance on) any written or oral notice, request, consent, certificate (including for the avoidance of doubt, the Borrowing Base Certificate), instruction or waiver, report, statement, opinion, direction or other instrument or writing (which may be delivered in person or by telephonetelegram, telecopier, emailtelecopy, cable or telex, if acceptable to it) believed by it to be genuine and believed by it to be signed or sent by the proper party or parties. The Administrative Agent ; and (vii) shall not have incur no liability as a result of any liability to determination whether the Borrower or any Lender or any other Person for transactions contemplated by the Borrower’s or any Lender’sLoan Documents constitute a "highly leveraged transaction" within the meaning of the interpretations issued by the Comptroller of the Currency, as the case may be, performance of, or failure to perform, any Federal Deposit Insurance Corporation and the Board of their respective obligations and duties under this Agreement or any other Facility DocumentGovernors of the Federal Reserve System.

Administrative Agent’s Reliance, Etc. (a) Neither None of the Administrative Agent nor Agent, any of its Affiliates or any of their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it it, him, her or them under or in connection with this Agreement or any of the other Facility Loan Documents, except for its its, his, her or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, the Administrative Agent: Agent (ia) may treat the payee of any Note as its holder until such Note has been assigned in accordance with Section 11.2 (Assignments and Participations), (b) may rely on the Register to the extent set forth in Section 2.7 (Evidence of Debt), (c) may consult with legal counsel (including, without limitation, including counsel for to the Borrower or the Servicer or any of their Affiliates) and other Loan Party), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; , (iid) makes no warranty or representation to any Secured Party Lender or any other Person Issuer and shall not be responsible to any Secured Party Lender or any Person Issuer for any statements, warranties or representations (whether written made by or oral) made on behalf of the Borrower or any of its Subsidiaries in or in connection with this Agreement or the any other Facility Documents; Loan Document, (iiie) shall not have any duty to monitor, ascertain or to inquire either as to the performance or observance of any of the termsterm, covenants covenant or conditions condition of this Agreement, the other Facility Documents or any Loan Documents on the part of the Borrower Agreement or any other Person Loan Document, as to the financial condition of any Loan Party or as to inspect the property existence or possible existence of any Default or Event of Default, (including the books and records) of the Borrower; (ivf) shall not be responsible to any Secured Party Lender or any other Person Issuer for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the attachment, perfection or priority of any CollateralLien created or purported to be created under or in connection with, this Agreement, the any other Facility Documents, any Loan Document or any other instrument or document furnished pursuant hereto or thereto or for the validity, perfection, priority or enforceability of the Liens on the Collateral; and (vg) shall incur no liability under or in respect of this Agreement or any other Facility Loan Document by relying on, acting upon (or by refraining from action in reliance on) any written or oral notice, request, consent, certificate (including for the avoidance of doubt, the Borrowing Base Certificate), instruction or waiver, report, statement, opinion, direction or other instrument or writing (which writing may be delivered in person a telecopy or by telephone, telecopier, email, cable electronic mail) or telex, if acceptable to it) any telephone message believed by it to be genuine and believed by it to be signed or sent by the proper party or parties. The Administrative Agent shall not have any liability to the Borrower or any Lender or any other Person for the Borrower’s or any Lender’s, as the case may be, performance of, or failure to perform, any of their respective obligations and duties under this Agreement or any other Facility Document.

Administrative Agent’s Reliance, Etc. (a) Neither Notwithstanding any other provisions of this Agreement or any other Loan Documents, neither the Administrative Agent nor any of its respective directors, officers, agents agents, employees or employees counsel 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 Facility DocumentsLoan Document, 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 limiting the generality of the foregoing, the Administrative Agent: (ia) may treat the payee of any Note as the holder thereof until the ‌ ​ LEGAL02/42113124v8 ​ Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Administrative Agent; (b) may consult with legal counsel (including, without limitation, including its own counsel or counsel for the Borrower or the Servicer or any of their Affiliates) and other Loan Party), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (iic) makes no warranty or representation to any Secured Party Lender or any other Person and shall not be responsible to any Secured Party Lender or any other Person for any statements, warranties or representations (whether written or oral) made by any Person in or in connection with this Agreement or the any other Facility DocumentsLoan Document; (iiid) shall not have any duty to monitor, ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of any of this Agreement, Agreement or any other Loan Document or the other Facility Documents satisfaction of any conditions precedent under this Agreement or any Loan Documents Document on the part of the Borrower or other Persons (except for the delivery to it of any certificate or document specifically required to be delivered to it pursuant to Section 5.1.) or inspect the property, books or records of the Borrower or any other Person or to inspect the property (including the books and records) of the BorrowerPerson; (ive) shall not be responsible to any Secured Party or any other Person Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any Collateralother Loan Document, this Agreement, the other Facility Documents, any Loan Document or any other instrument or document furnished pursuant hereto or thereto or for any collateral covered thereby or the validity, perfection, perfection or priority or enforceability of any Lien in favor of the Liens Administrative Agent on behalf of the CollateralLenders in any such collateral; and (vf) shall incur no liability under or in respect of this Agreement or any other Facility Loan Document by relying on, acting upon (or by refraining from action in reliance on) any written or oral notice, request, consent, certificate (including for the avoidance of doubt, the Borrowing Base Certificate), instruction or waiver, report, statement, opinion, direction or other instrument or writing (which may be delivered in person or by telephone, telecopiertelecopy, email, cable or telex, if acceptable to itelectronic mail) believed by it to be genuine and believed by it to be signed signed, sent or sent given by the proper party or parties. The Administrative Agent shall not have may execute any liability of its duties under the Loan Documents by or through agents, employees or attorneys-in-fact. Unless set forth in writing to the contrary, the making of its initial Loan by a Lender shall constitute a certification by such Lender to the Administrative Agent and the other Lenders that the Borrower or any Lender or any other Person has satisfied the conditions precedent for initial Loans set forth in Sections 5.1. and 5.2. that have not previously been waived by the Borrower’s or any Lender’s, as the case may be, performance of, or failure to perform, any of their respective obligations and duties under this Agreement or any other Facility Document.Requisite Lenders. ​

Administrative Agent’s Reliance, Etc. (a) Neither Notwithstanding any other provisions of this Agreement, any other Loan Documents or the Other Related Documents, neither Administrative Agent nor any of its respective directors, officers, agents agents, employees or employees counsel shall be liable for any action taken or omitted to be not taken by it or them under or in connection with this Agreement or any of the other Facility DocumentsLoan Document, except for its or their own gross negligence or willful misconductmisconduct in connection with its duties expressly set forth herein or therein. Without limiting the generality of the foregoing, the Administrative Agent: (i) may consult with legal counsel (including, without limitation, including its own counsel or counsel for the Borrower or the Servicer or any of their Affiliates) and other Loan Party), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; . Neither Administrative Agent nor any of its directors, officers, agents, employees or counsel: (iia) makes no any warranty or representation to any Secured Party Lender or any other Person and shall not be responsible to any Secured Lender or any other Person for any statement, warranty or representation made or deemed made by the Borrower, any other Loan Party or any other Person for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or the any other Facility DocumentsLoan Document; (iiib) shall not have any duty to monitor, ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement, Agreement or any other Loan Document or the other Facility Documents satisfaction of any conditions precedent under this Agreement or any Loan Documents Document on the part of the Borrower or other Persons or inspect the property, books or records of the Borrower or any other Person or to inspect the property (including the books and records) of the BorrowerPerson; (ivc) shall not be responsible to any Secured Party or any other Person Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any Collateralother Loan Document, this Agreement, the other Facility Documents, any Loan Document or any other instrument or document furnished pursuant hereto or thereto or for any Collateral covered thereby or the validity, perfection, perfection or priority or enforceability of any Lien in favor of Administrative Agent on behalf of the Liens on Lenders in any such Collateral; (d) shall have any liability in respect of any recitals, statements, certifications, representations or warranties contained in any of the CollateralLoan Documents or Other Related Documents or any other document, instrument, agreement, certificate or statement delivered in connection therewith; and (ve) shall incur no any liability under or in respect of this Agreement or any other Facility Loan Document by relying on, acting upon (or by refraining from action in reliance on) any written or oral notice, request, consent, certificate (including for the avoidance of doubt, the Borrowing Base Certificate), instruction or waiver, report, statement, opinion, direction or other instrument or writing (which may be delivered in person or by telephone, telecopier, email, cable telecopy or telex, if acceptable to itelectronic mail) believed by it to be genuine and believed by it to be signed signed, sent or sent given by the proper party or parties. The Administrative Agent may execute any of its duties under the Loan Documents or Other Related Documents by or through agents, employees or attorneys-in-fact and shall not have any liability to the Borrower or any Lender or any other Person be responsible for the Borrower’s negligence or misconduct of any Lender’s, as agent or attorney-in-fact that it selects in the case may be, performance of, absence of gross negligence or failure to perform, any of their respective obligations and duties under this Agreement or any other Facility Documentwillful misconduct.

Administrative Agent’s Reliance, Etc. (a) Neither the ------------------------------------- Administrative Agent nor any of 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 this Agreement or any of the other Facility DocumentsAgreement, except for its or their own gross negligence or willful misconduct. Without limiting limitation of the generality of the foregoing, the Administrative Agent: Agent (i) may treat the assignee under any Certificate as the holder thereof until the Administrative Agent receives written notice of the Assignment in respect thereof signed by such assignee; (ii) may consult with legal counsel (including, without limitation, including counsel for the Borrower or the Servicer or any of their Affiliates) and Seller), 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; (iiiii) 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 Facility DocumentsAgreement; (iiiiv) shall not have any duty to monitor, ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement, the other Facility Documents or any Loan Documents Agreement on the part of the Borrower Seller, or of any other Person Transfer Agreement on the part of the Seller or the Seller Subsidiary a party thereto, or to inspect the property (including the books and records) of the BorrowerSeller or any Seller Subsidiary; (ivv) shall not be responsible to any Secured Party or any other Person Secondary Purchaser for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any Collateral, this Agreement, the other Facility Documents, any Loan Document Transfer Agreement or any other instrument or document furnished pursuant hereto or thereto or for the validity, perfection, priority or enforceability of the Liens on the Collateralhereto; and (vvi) shall incur no liability under or in respect of this Agreement or any other Facility Document by relying on, acting upon (or by refraining from action in reliance on) any written or oral notice, request, consent, certificate (including for the avoidance of doubt, the Borrowing Base Certificate), instruction or waiver, report, statement, opinion, direction or other instrument or writing (which may be delivered in person or by telephonefacsimile, telecopier, emailtelegram, cable or telex, if acceptable to it) believed by it to be genuine and believed by it to be signed or sent by the proper party or parties. The Administrative Agent shall not have any liability to the Borrower or any Lender or any other Person for the Borrower’s or any Lender’s, as the case may be, performance of, or failure to perform, any of their respective obligations and duties under this Agreement or any other Facility Document.

Administrative Agent’s Reliance, Etc. (a) Neither None of the Administrative Agent nor Agent, any of its Affiliates or any of their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it it, him, her or them under or in connection with this Agreement or any of the other Facility Loan Documents, except for its its, his, her or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, the Administrative Agent: Agent (ia) may treat the payee of any Note as its holder until such Note has been assigned in accordance with Section 12.2 (Assignments and Participations), (b) may rely on the Register to the extent set forth in Section 12.2(c) (Assignments and Participations), (c) may consult with legal counsel (including, without limitation, including counsel for to the Borrower or the Servicer or any of their Affiliates) and other Loan Party), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; , (iid) makes no warranty or representation to any Secured Party or any other Person Lender and shall not be responsible to any Secured Party or any Person Lender for any statements, warranties or representations (whether written made by or oral) made on behalf of the Borrower or any of its Subsidiaries in or in connection with this Agreement or the any other Facility Documents; Loan Document, (iiie) shall not have any duty to monitor, ascertain or to inquire either as to the performance or observance of any of the termsterm, covenants covenant or conditions condition of this Agreement, the other Facility Documents or any Loan Documents on the part of the Borrower Agreement or any other Person Loan Document, as to the financial condition of any Loan Party or as to inspect the property existence or possible CREDIT AGREEMENT FMC FINANCE B.V. existence of any Default or Event of Default, (including the books and records) of the Borrower; (ivf) shall not be responsible to any Secured Party or any other Person Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the attachment, perfection or priority of any CollateralLien created or purported to be created under or in connection with, this Agreement, the any other Facility Documents, any Loan Document or any other instrument or document furnished pursuant hereto or thereto or for the validity, perfection, priority or enforceability of the Liens on the Collateral; and (vg) shall incur no liability under or in respect of this Agreement or any other Facility Loan Document by relying on, acting upon (or by refraining from action in reliance on) any written or oral notice, request, consent, certificate (including for the avoidance of doubt, the Borrowing Base Certificate), instruction or waiver, report, statement, opinion, direction or other instrument or writing (which writing may be delivered in person a telecopy or by telephone, telecopier, email, cable electronic mail) or telex, if acceptable to it) any telephone message believed by it to be genuine and believed by it to be signed or sent by the proper party or parties. The Administrative Agent shall not have any liability to the Borrower or any Lender or any other Person for the Borrower’s or any Lender’s, as the case may be, performance of, or failure to perform, any of their respective obligations and duties under this Agreement or any other Facility Document.

Administrative Agent’s Reliance, Etc. (a) Neither the Administrative Agent nor any of its respective directors, officers, agents or employees Related Parties 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 Facility DocumentsAgreement, except for its or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, the Administrative Agent: (i) may treat the payee of any Note as the holder thereof until the Administrative Agent receives and accepts an assignment agreement entered into by the Bank that is the payee of such Note, as assignor, and a Purchaser, as assignee, as provided in Section 9.01(c); (ii) may consult with legal counsel (including, without limitation, including counsel for the Borrower or the Servicer or any of their Affiliates) and 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; (iiiii) makes no warranty or representation to any Secured Party or any other Person Bank and shall not be responsible to any Secured Party or any Person Bank for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Facility DocumentsAgreement; (iiiiv) shall not have any duty to monitor, ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement, the other Facility Documents or any Loan Documents Agreement on the part of the any Borrower or any other Person or to inspect the property (including the books and records) of the any Borrower; (ivv) shall not be responsible to any Secured Party or any other Person Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of any Collateral, this Agreement, the other Facility Documents, any Loan Document Agreement or any other instrument or document furnished pursuant hereto hereto; (vi) shall not have any duty to ascertain, inquire into or thereto or for verify the validity, perfection, priority or enforceability financial condition of the Liens on Company or any of its Subsidiaries; (vii) shall have no duty to disclose to the CollateralBanks information that is not required to be furnished by the Company to the Administrative Agent at such time, but is voluntarily furnished by the Company to the Administrative Agent (either in its capacity as Administrative Agent or in its individual capacity); and (vviii) shall incur no liability under or in respect of this Agreement or any other Facility Document by relying on, acting upon (or by refraining from action in reliance on) any written or oral notice, request, consent, certificate (including for the avoidance of doubt, the Borrowing Base Certificate), instruction or waiver, report, statement, opinion, direction or other instrument or writing (which may be delivered in person or by telephone, telecopier, email, cable or telex, if acceptable to ittelegram) believed by it to be genuine and believed by it to be signed or sent by the proper party or parties. The Administrative Agent shall not have any liability be entitled to advice of counsel concerning the contractual arrangement between the Administrative Agent and the Banks and all matters pertaining to the Borrower or any Lender or any other Person for the BorrowerAdministrative Agent’s or any Lender’s, as the case may be, performance of, or failure to perform, any of their respective obligations and duties under this Agreement or any other Facility Documenthereunder.

Administrative Agent’s Reliance, Etc. (a) Neither Notwithstanding any other provisions of this Agreement, any other Loan Documents or the Other Related Documents, neither Administrative Agent nor any of its respective directors, officers, agents agents, employees or employees counsel shall be liable for any action taken or omitted to be not taken by it or them under or in connection with this Agreement or any of the other Facility DocumentsLoan Document, except for its or their own gross negligence or willful misconductmisconduct in connection with its duties expressly set forth herein or therein. Without limiting the generality of the foregoing, the Administrative Agent: (i) may consult with legal counsel (including, without limitation, including its own counsel or counsel for the Borrower or the Servicer or any of their Affiliates) and other Loan Party), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; . Neither Administrative Agent nor any of its directors, officers, agents, employees or counsel: (iia) makes no any warranty or representation to any Secured Party Lender or any other Person and shall not be responsible to any Secured Lender or any other Person for any statement, warranty or representation made or deemed made by Borrower, Loan No. 1004873 any other Loan Party or any other Person for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or the any other Facility DocumentsLoan Document; (iiib) shall not have any duty to monitor, ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement, Agreement or any other Loan Document or the other Facility Documents satisfaction of any conditions precedent under this Agreement or any Loan Documents Document on the part of Borrower or other Persons or inspect the property, books or records of Borrower or any other Person or to inspect the property (including the books and records) of the BorrowerPerson; (ivc) shall not be responsible to any Secured Party or any other Person Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any Collateralother Loan Document, this Agreement, the other Facility Documents, any Loan Document or any other instrument or document furnished pursuant hereto or thereto or for any Collateral covered thereby or the validityperfection or priority of any Lien in favor of Administrative Agent on behalf of Lenders in any such Collateral; (d) shall have any liability in respect of any recitals, perfectionstatements, priority certifications, representations or enforceability warranties contained in any of the Liens on the CollateralLoan Documents or Other Related Documents or any other document, instrument, agreement, certificate or statement delivered in connection therewith; and (ve) shall incur no any liability under or in respect of this Agreement or any other Facility Loan Document by relying on, acting upon (or by refraining from action in reliance on) any written or oral notice, request, consent, certificate (including for the avoidance of doubt, the Borrowing Base Certificate), instruction or waiver, report, statement, opinion, direction or other instrument or writing (which may be delivered in person or by telephone, telecopier, email, cable telecopy or telex, if acceptable to itelectronic mail) believed by it to be genuine and believed by it to be signed signed, sent or sent given by the proper party or parties. The Administrative Agent may execute any of its duties under the Loan Documents or Other Related Documents by or through agents, employees or attorneys-in-fact and shall not have any liability to the Borrower or any Lender or any other Person be responsible for the Borrower’s negligence or misconduct of any Lender’s, as agent or attorney-in-fact that it selects in the case may be, performance of, absence of gross negligence or failure to perform, any of their respective obligations and duties under this Agreement or any other Facility Documentwillful misconduct.

Administrative Agent’s Reliance, Etc. (a) Neither the Administrative Agent Agent, nor any of its Affiliates or any of the respective directors, officers, agents or employees of the Administrative Agent or any such Affiliate shall be liable for any action taken or omitted to be taken by it it, him, her or them under or in connection with this Agreement or any of the other Facility Loan Documents, except for its its, his, her or their own gross negligence or willful misconduct. Without limiting limitation of the generality of the foregoing, the Administrative Agent: Agent (i) may treat the payee of any Revolving Credit Note as the holder thereof until such note has been assigned in accordance with Section 10.7; (ii) may rely on the Register to the extent set forth in Section 10.7(c); (iii) may consult with legal counsel (including, without limitation, counsel for to the Borrower or the Servicer or any of their Affiliates) and other Loan Party), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (iiiv) makes no warranty or representation to any Secured Party or any other Person Lender and shall not be responsible to any Secured Party or any Person Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or any of the other Facility Loan Documents; (iiiv) shall not have any duty to monitor, ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement, Agreement or any of the other Facility Documents or any Loan Documents on the part of the Borrower or any other Person Loan Party or to inspect the property (including including, without limitation, the books and records) of the BorrowerBorrower or any other Loan Party; (ivvi) shall not be responsible to any Secured Party or any other Person Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any Collateral, this Agreement, of the other Facility Documents, any Loan Document Documents or any other instrument or document furnished pursuant hereto or thereto or for the validity, perfection, priority or enforceability of the Liens on the Collateralthereto; and (vvii) shall incur no liability under or in respect of this Agreement or any of the other Facility Document Loan Documents by relying on, acting upon (or by refraining from action in reliance on) any written or oral notice, request, consent, certificate (including for the avoidance of doubt, the Borrowing Base Certificate), instruction or waiver, report, statement, opinion, direction or other instrument or writing (which may be delivered in person by telegram, cable, telex or by telephone, telecopier, email, cable or telex, if acceptable to itfacsimile transmission) believed by it to be genuine and believed by it to be signed or sent by the proper party or parties. The Administrative Agent shall not have any liability to the Borrower or any Lender or any other Person for the Borrower’s or any Lender’s, as the case may be, performance of, or failure to perform, any of their respective obligations and duties under this Agreement or any other Facility Document.

Administrative Agent’s Reliance, Etc. (a) Neither the Administrative Agent nor any of its respective directors, officers, agents affiliates, 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 Facility Loan Documents, except for its or their own gross negligence or willful misconduct. The Administrative Agent shall not by reason of this Agreement or any other Loan Document be deemed to have a fiduciary relationship in respect of any Bank, any Credit Party, or any other Person. Without limiting the generality of the foregoing, the Administrative Agent: (ia) may consult with legal counsel (including, without limitation, including counsel for the Borrower or the Servicer or any of their Affiliates) and Credit Party), independent public accountants accountants, and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants accountants, or experts; (iib) makes no warranty or representation to any Secured Party or any other Person Bank and shall not be responsible to any Secured Party or any Person Bank for any statementsstatement, warranties warranty, or representations representation (whether written or oral) made in or in connection with this Agreement or the other Facility Loan Documents; (iiic) shall not have any duty to monitor, ascertain or to inquire as to the performance or observance of any of the terms, covenants covenants, or conditions of this Agreement, the other Facility Documents or any Loan Documents Document on the part of any Credit Party or any Subsidiary or the Borrower existence of any Default or the business, operations, condition (financial or otherwise) or prospects of any Credit Party or any Subsidiary or any other Person or to inspect the property (including the books and records) of the Borrowerany Credit Party or any Subsidiary; (ivd) shall not be responsible to any Secured Party or any other Person Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency sufficiency, or value of, or the perfection or priority of any Collateral, this Agreement, the other Facility DocumentsLien created or purported to be created under or in connection with, any Loan Document or any other instrument or document furnished pursuant hereto or thereto or thereto; (e) shall not be responsible for insuring any Collateral, for the validitypayment of any taxes, perfectioncharges, priority assessments or enforceability Liens upon any Collateral or otherwise as to the maintenance of any Collateral or any income thereon or as to the preservation of rights against prior or other parties or any other rights pertaining thereto (except the duty to accord such of the Liens on Collateral as may be in its actual possession and control substantially the Collateralsame care as it accords its own assets and the duty to account for monies actually received by it); and (vf) shall incur no liability under or in respect of this Agreement or any other Facility Loan Document by relying on, acting upon (or by refraining from action in reliance on) any written or oral notice, request, consent, certificate (including for the avoidance of doubtcertificate, the Borrowing Base Certificate), instruction or waiver, report, statement, opinion, direction or other instrument or writing (which may be delivered in person or by telephone, telecopier, email, cable or telex, if acceptable to itfacsimile) reasonably believed by it to be genuine and believed by it to be signed or sent by the proper party or parties. The Administrative Agent ; and (g) shall not have any liability to the Borrower no fiduciary or any Lender other implied duties or any other Person for the Borrower’s or any Lender’s, as the case may be, performance of, or failure to perform, any of their respective obligations and duties under this Agreement or any other Facility Documentresponsibilities.

Administrative Agent’s Reliance, Etc. (a) Neither None of the Administrative Agent nor Agent, any of its Affiliates or any of their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it it, him, her or them under or in connection with this Agreement or any of the other Facility Loan Documents, except for its its, his, her or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, the Administrative Agent: Agent (ia) may treat the payee of any Note as its holder until such Note has been assigned in accordance with Section 13.2 (Assignments and Participations), (b) may rely on the Register to the extent set forth in Section 13.2(c) (Assignments and Participations), (c) may consult with legal counsel (including, without limitation, including counsel for to the Borrower or the Servicer Borrowers or any of their Affiliates) and other Loan Party), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; , (iid) makes no warranty or representation to any Secured Party Lender or any other Person Issuer and shall not be responsible to any Secured Party Lender or any Person Issuer for any statements, warranties or representations (whether written made by or oral) made on behalf of any Borrower or any of its Subsidiaries in or in connection with this Agreement or the any other Facility Documents; Loan Document, (iiie) shall not have any duty to monitor, ascertain or to inquire either as to the performance or observance of any of the termsterm, covenants covenant or conditions condition of this Agreement, the other Facility Documents or any Loan Documents on the part of the Borrower Agreement or any other Person Loan Document, as to the financial condition of any Loan Party or as to inspect the property existence or possible existence of any Default or Event of Default, (including the books and records) of the Borrower; (ivf) shall not be responsible to any Secured Party Lender or any other Person Issuer for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the attachment, perfection or priority of any CollateralLien created or purported to be created under or in connection with, this Agreement, the any other Facility Documents, any Loan Document or any other instrument or document furnished pursuant hereto or thereto or for the validity, perfection, priority or enforceability of the Liens on the Collateral; and (vg) shall incur no liability under or in respect of this Agreement or any other Facility Loan Document by relying on, acting upon (or by refraining from action in reliance on) any written or oral notice, request, consent, certificate (including for the avoidance of doubt, the Borrowing Base Certificate), instruction or waiver, report, statement, opinion, direction or other instrument or writing (which writing may be delivered in person a telecopy or by telephone, telecopier, email, cable electronic mail) or telex, if acceptable to it) any telephone message believed by it to be genuine and believed by it to be signed or sent by the proper party or parties. The Administrative Agent shall not have any liability to the Borrower or any Lender or any other Person for the Borrower’s or any Lender’s, as the case may be, performance of, or failure to perform, any of their respective obligations and duties under this Agreement or any other Facility Document.

Administrative Agent’s Reliance, Etc. (a) Neither None of the Administrative Agent nor Agent, any of its Affiliates or any of their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it it, him, her or them under or in connection with this Agreement or any of the other Facility Loan Documents, except for its its, his, her or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, the Administrative Agent: Agent (ia) may treat the payee of any Term Loan Note as its holder until such Term Loan Note has been assigned in accordance with Section 11.2 (Assignments and Participations), (b) may rely on the Register to the extent set forth in Section 2.4 (Evidence of Debt), (c) may consult with legal counsel (including, without limitation, including counsel for to the Borrower or the Servicer or any of their Affiliates) and other Loan Party), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; , (iid) makes no warranty or representation to any Secured Party or any other Person Lender and shall not be responsible to any Secured Party or any Person Lender for any statements, warranties or representations (whether written made by or oral) made on behalf of the Borrower or any of its Subsidiaries in or in connection with this Agreement or the any other Facility Documents; Loan Document, (iiie) shall not have any duty to monitor, ascertain or to inquire either as to the performance or observance of any of the termsterm, covenants covenant or conditions condition of this Agreement, the other Facility Documents or any Loan Documents on the part of the Borrower Agreement or any other Person Loan Document, as to the financial condition of any Loan Party or as to inspect the property existence or possible existence of any Default or Event of Default, (including the books and records) of the Borrower; (ivf) shall not be responsible to any Secured Party or any other Person Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the attachment, perfection or priority of any CollateralLien created or purported to be created under or in connection with, this Agreement, the any other Facility Documents, any Loan Document or any other instrument or document furnished pursuant hereto or thereto or for the validity, perfection, priority or enforceability of the Liens on the Collateral; and (vg) shall incur no liability under or in respect of this Agreement or any other Facility Loan Document by relying on, acting upon (or by refraining from action in reliance on) any written or oral notice, request, consent, certificate (including for the avoidance of doubt, the Borrowing Base Certificate), instruction or waiver, report, statement, opinion, direction or other instrument or writing (which writing may be delivered in person a telecopy or by telephone, telecopier, email, cable electronic mail) or telex, if acceptable to it) any telephone message believed by it to be genuine and believed by it to be signed or sent by the proper party or parties. The Administrative Agent shall not have any liability to the Borrower or any Lender or any other Person for the Borrower’s or any Lender’s, as the case may be, performance of, or failure to perform, any of their respective obligations and duties under this Agreement or any other Facility Document.

Administrative Agent’s Reliance, Etc. (a) Neither the Administrative Agent nor any of 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 this Agreement or any of the other Facility Loan Documents, except for its or their own gross negligence or willful misconduct. Without limiting limitation of the generality of the foregoing, the Administrative Agent: (ia) in the case of the Administrative Agent, may treat the payee of any Note as the holder thereof until the Administrative Agent receives and accepts an Assignment and Acceptance entered into by the Lender that is the payee of such Note, as assignor, and an Eligible Assignee, as assignee; (b) may consult with legal counsel (including, without limitation, including counsel for the Borrower or the Servicer or any of their Affiliates) and 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; (iic) makes no warranty or representation to any Secured Party or any other Person Lender and shall not be responsible to any Secured Party or any Person Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Facility Loan Documents; (iiid) shall not have any duty to monitor, ascertain or to inquire as to the performance performance, observance or observance satisfaction of any of the terms, covenants or conditions of this Agreement, the other Facility Documents or any Loan Documents Document on the part of any Loan Party or the Borrower or existence at any other Person time of any Default under the Loan Documents or to inspect the property (including the books and records) of the Borrowerany Loan Party; (ive) shall not be responsible to any Secured Party or any other Person Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any Collateral, this Agreement, the other Facility Documentslien 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 hereto or thereto or for the validity, perfection, priority or enforceability of the Liens on the Collateralthereto; and (vf) shall incur no liability under or in respect of this Agreement or any other Facility Loan Document by relying on, acting upon (or by refraining from action in reliance on) any written or oral notice, request, consent, certificate (including for the avoidance of doubt, the Borrowing Base Certificate), instruction or waiver, report, statement, opinion, direction or other instrument or writing (which may be delivered in person by telecopy or by telephone, telecopier, email, cable or telex, if acceptable to itother electronic communication) believed by it to be genuine and believed by it to be signed or sent by the proper party or parties. The ; and (g) shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent shall not have to liability or that is contrary to any liability to the Borrower Loan Document or any Lender or any other Person applicable law, including for the Borrower’s or any Lender’s, as the case may be, performance of, or failure to performavoidance of doubt, any action that may be in violation of their respective obligations and duties the automatic stay under this Agreement the Bankruptcy Code or any other Facility Documentthat may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of the Bankruptcy Code. SECTION 9.03.

Administrative Agent’s Reliance, Etc. (a) Neither the Administrative Agent nor any of its respective directors, officers, agents agents, employees or employees counsel shall 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 any of the other Facility DocumentsAgreement, except for its or their own gross negligence or willful misconduct. The Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by the Administrative Agent with reasonable care. Without limiting the generality of the foregoing, the Administrative Agent: (ia) may -76- 82 deem and treat the payee of any Note as the holder thereof for all purposes until the Administrative Agent receives and accepts an Assignment Agreement executed in accordance with Section 13.5.; (b) may consult with and rely upon legal counsel (including, without limitation, including its own counsel or counsel for the Borrower or the Servicer or any of their Affiliates) and 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; (iic) makes no warranty or representation to any Secured Party Lender or any other Person and shall not be responsible to any Secured Party Lender or any other Person for any statements, warranties or representations (whether written or oral) made by any Person in or in connection with this Agreement or the any other Facility DocumentsLoan Document; (iiid) shall not have any duty to monitor, ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of any of this Agreement, Agreement or any other Loan Document or the other Facility Documents satisfaction of any conditions precedent under this Agreement or any Loan Documents Document on the part of the Borrower or other Persons or inspect the property, books or records of the Borrower or any other Person or to inspect the property (including the books and records) of the BorrowerPerson; (ive) shall not be responsible to any Secured Party or any other Person Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any Collateralother Loan Document, this Agreement, the other Facility Documents, any Loan Document or any other instrument or document furnished pursuant hereto or thereto or for any Collateral covered thereby or the validity, perfection, perfection or priority or enforceability of any Lien in favor of the Liens Administrative Agent on behalf of the Lenders in any such Collateral; and (vf) shall incur no liability under or in respect of this Agreement or any other Facility Loan Document by relying on, acting upon (or by refraining from action in reliance onand shall be entitled to rely upon) any written or oral notice, request, consent, certificate (including for the avoidance of doubtcertificate, the Borrowing Base Certificate)instrument, instruction or waiver, report, statement, opinion, direction writing or other instrument communication (which may be delivered in person by telephone or by telephone, telecopier, email, cable or telex, if acceptable to ittelecopy) believed by it to be genuine and believed correct and signed, sent or given by it to be signed or sent by on behalf of the proper party Person or parties. The Administrative Agent shall not have any liability to the Borrower or any Lender or any other Person for the Borrower’s or any Lender’s, as the case may be, performance of, or failure to perform, any of their respective obligations and duties under this Agreement or any other Facility DocumentPersons.

Administrative Agent’s Reliance, Etc. (a) Neither None of the Administrative Agent nor Agent, any of its Affiliates or any of their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it it, him, her or them under or in connection with this Agreement or any of the other Facility Loan Documents, except for its its, his, her or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, the Administrative Agent: Agent (ia) may treat the payee of any Note as its holder until such Note has been assigned in accordance with Section 2.6 (Evidence of Debt), (b) may rely on the Register to the extent set forth in Section 10.2(c) (Assignments and Participations), (c) may consult with legal counsel (including, without limitation, including counsel for to the Borrower or the Servicer or any of their Affiliates) and other Loan Party), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; , (iid) makes no warranty or representation to any Secured Party Lender or any other Person Issuer and shall not be responsible to any Secured Party Lender or any Person Issuer for any statements, warranties or representations (whether written made by or oral) made on behalf of the Borrower or any of its Subsidiaries in or in connection with this Agreement or the any other Facility Documents; Loan Document, (iiie) shall not have any duty to monitor, ascertain or to inquire either as to the performance or observance of any of the termsterm, covenants covenant or conditions condition of this Agreement, the other Facility Documents or any Loan Documents on the part of the Borrower Agreement or any other Person Loan Document, as to the financial condition of any Loan Party or as to inspect the property existence or possible existence of any Default or Event of Default, (including the books and records) of the Borrower; (ivf) shall not be responsible to any Secured Party Lender or any other Person Issuer for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the attachment, perfection or priority of any CollateralLien created or purported to be created under or in connection with, this Agreement, the any other Facility Documents, any Loan Document or any other instrument or document furnished pursuant hereto or thereto or for the validity, perfection, priority or enforceability of the Liens on the Collateral; and (vg) shall incur no liability under or in respect of this Agreement or any other Facility Loan Document by relying on, acting upon (or by refraining from action in reliance on) any written or oral notice, request, consent, certificate (including for the avoidance of doubt, the Borrowing Base Certificate), instruction or waiver, report, statement, opinion, direction or other instrument or writing (which writing may be delivered in person a telecopy or by telephone, telecopier, email, cable electronic mail) or telex, if acceptable to it) any telephone message believed by it to be genuine and believed by it to be signed or sent by the proper party or parties. The Administrative Agent shall not have any liability to the Borrower or any Lender or any other Person for the Borrower’s or any Lender’s57 CREDIT AGREEMENT AMKOR TECHNOLOGY, as the case may be, performance of, or failure to perform, any of their respective obligations and duties under this Agreement or any other Facility DocumentINC.

Administrative Agent’s Reliance, Etc. (a) Neither the Administrative Agent nor any of its respective directors, officers, agents or employees shall be liable to any Lender for any action taken or omitted to be taken by it or them the Administrative Agent under or in connection with this Agreement or any of the other Facility Documentsrelated agreement or document, except for its or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, the Administrative Agent: (i) may consult with legal counsel (includingcounsel, without limitation, counsel for the Borrower or the Servicer or any of their Affiliates) and independent public accountants and other experts selected by it (which may be counsel for the Borrower, the Servicer or the Originator) and shall not be liable for 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 Lender and shall not be responsible to any Secured Party or any Person Lender for any statements, warranties or representations (whether written made by the Borrower, the Originator or oral) made in or the Servicer in connection with this Agreement or the any other Facility DocumentsTransaction Document; (iii) shall not have any duty to monitor, ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement, the other Facility Documents Agreement or any Loan Documents other Transaction Document on the part of the Borrower Borrower, the Originator or any other Person the Servicer or to inspect the property (including the books and records) of the Borrower, the Originator or the Servicer; (iv) shall not be responsible to any Secured Party or any other Person Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of any Collateral, this Agreement, the other Facility Documents, any Loan Document Agreement or any other instrument or document furnished pursuant hereto or thereto or for the validity, perfection, priority or enforceability of the Liens on the Collateralhereto; and (v) shall incur no liability under or in respect of this Agreement or any other Facility Transaction Document by relying on, acting upon any notice (or including notice by refraining from action in reliance on) any written or oral notice, requesttelephone), consent, certificate (including for the avoidance of doubt, the Borrowing Base Certificate), instruction or waiver, report, statement, opinion, direction or other instrument or writing (which may be delivered in person or by telephone, telecopier, email, cable or telex, if acceptable to it) believed by it in good faith to be genuine and believed by it to be signed or sent by the proper party or parties. The Administrative Agent shall not be deemed to have knowledge of any liability to Event of Default, Early Amortization Event or Servicer Replacement Event unless the Borrower or any Lender or any other Person for the Borrower’s or any Lender’s, as the case may be, performance of, or failure to perform, any of their respective obligations and duties under this Agreement or any other Facility DocumentAdministrative Agent has received actual notice thereof.

Administrative Agent’s Reliance, Etc. (a) Neither None of the Administrative Agent nor Agent, any of its Affiliates or any of their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it it, him, her or them under or in connection with this Agreement or any of the other Facility Loan Documents, except for its its, his, her or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, the Administrative Agent: Agent (ia) may treat the payee of any Revolving Credit Note as its holder until such Revolving Credit Note has been assigned in accordance with Section 11.2 (Assignments and Participations), (b) may rely on the Register to the extent set forth in Section 11.2(c) (Assignments and Participations), (c) may consult with legal counsel (including, without limitation, including counsel for to the Borrower or the Servicer or any of their Affiliates) and other Loan Party), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; , (iid) makes no warranty or representation to any Secured Party Lender or any other Person Issuer and shall not be responsible to any Secured Party Lender or any Person Issuer for any statements, warranties or representations (whether written made by or oral) made on behalf of the Borrower or any of its Subsidiaries in or in connection with this Agreement or the any other Facility Documents; Loan Document, (iiie) shall not have any duty to monitor, ascertain or to inquire either as to the performance or observance of any of the termsterm, covenants covenant or conditions condition of this Agreement, the other Facility Documents or any Loan Documents on the part of the Borrower Agreement or any other Person Loan Document, as to the financial condition of any Loan Party or as to inspect the property existence or possible existence of any Default or Event of Default, (including the books and records) of the Borrower; (ivf) shall not be responsible to any Secured Party Lender or any other Person Issuer for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the attachment, perfection or priority of any CollateralLien created or purported to be created under or in connection with, this Agreement, the any other Facility Documents, any Loan Document or any other instrument or document furnished pursuant hereto or thereto or for the validity, perfection, priority or enforceability of the Liens on the Collateral; and (vg) shall incur no liability under or in respect of this Agreement or any other Facility Loan Document by relying on, acting upon (or by refraining from action in reliance on) any written or oral notice, request, consent, certificate (including for the avoidance of doubt, the Borrowing Base Certificate), instruction or waiver, report, statement, opinion, direction or other instrument or writing (which writing may be delivered in person a telecopy or by telephone, telecopier, email, cable electronic mail) or telex, if acceptable to it) any telephone message believed by it to be genuine and believed by it to be signed or sent by the proper party or parties. The Administrative Agent shall not have any liability to the Borrower or any Lender or any other Person for the Borrower’s or any Lender’s, as the case may be, performance of, or failure to perform, any of their respective obligations and duties under this Agreement or any other Facility Document.

Administrative Agent’s Reliance, Etc. (a) Neither Notwithstanding any other provisions of this Agreement or any other Loan Documents, neither the Administrative Agent nor any of its respective directors, officers, agents agents, employees or employees counsel shall be liable for any action taken or omitted to be not taken by it or them under or in connection with this Agreement or any of the other Facility DocumentsLoan Document, except for its or their own gross negligence or willful misconductmisconduct in connection with its duties expressly set forth herein or therein. Without limiting the generality of the foregoing, the Administrative Agent: (i) may consult with legal counsel (including, without limitation, including its own counsel or counsel for the Borrower or the Servicer or any of their Affiliates) and other Loan Party), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken 146 in good faith by it in accordance with the advice of such counsel, accountants or experts; . Neither the Administrative Agent nor any of its directors, officers, agents, employees or counsel: (iia) makes no any warranty or representation to any Secured Party Lender or any other Person and shall not be responsible to any Secured Lender or any other Person for any statement, warranty or representation made or deemed made by any Borrower, any other Loan Party or any other Person for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or the any other Facility DocumentsLoan Document; (iiib) shall not have any duty to monitor, ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement, Agreement or any other Loan Document or the other Facility Documents satisfaction of any conditions precedent under this Agreement or any Loan Documents Document on the part of the Borrower or other Persons or inspect the property, books or records of the Borrower or any other Person or to inspect the property (including the books and records) of the BorrowerPerson; (ivc) shall not be responsible to any Secured Party or any other Person Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any Collateralother Loan Document, this Agreement, the other Facility Documents, any Loan Document or any other instrument or document furnished pursuant hereto or thereto or for any collateral covered thereby or the validity, perfection, perfection or priority or enforceability of any Lien in favor of the Liens Administrative Agent on behalf of the CollateralLenders in any such collateral; (d) shall have any liability in respect of any recitals, statements, certifications, representations or warranties contained in any of the Loan Documents or any other document, instrument, agreement, certificate or statement delivered in connection therewith; and (ve) shall incur no any liability under or in respect of this Agreement or any other Facility Loan Document by relying on, acting upon (or by refraining from action in reliance on) any written or oral notice, request, consent, certificate (including for the avoidance of doubt, the Borrowing Base Certificate), instruction or waiver, report, statement, opinion, direction or other instrument or writing (which may be delivered in person or by telephone, telecopier, email, cable facsimile or telex, if acceptable to itelectronic mail) believed by it to be genuine and believed by it to be signed signed, sent or sent given by the proper party or parties. The Administrative Agent may execute any of its duties under the Loan Documents by or through agents, employees or attorneys-in-fact and shall not have any liability to the Borrower or any Lender or any other Person be responsible for the Borrower’s negligence or misconduct of any Lender’s, as agent or attorney-in-fact that it selects in the case may be, performance of, absence of gross negligence or failure to perform, any of their respective obligations and duties under this Agreement or any other Facility Documentwillful misconduct.

Administrative Agent’s Reliance, Etc. (a) Neither None of the Administrative Agent nor Agent, any of its Affiliates or any of their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it it, him, her or them under or in connection with this Agreement or any of the other Facility Loan Documents, except for its its, his, her or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, the Administrative Agent: Agent (ia) may treat the payee of any Note as its holder until such Note has been assigned in accordance with Section 11.2 (Assignments and Participations), (b) may rely on the Register to the extent set forth in Section 2.7 (Promissory Notes), (c) may consult with legal counsel (including, without limitation, including counsel for to the Borrower or the Servicer Borrowers or any of their Affiliates) and other Loan Party), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; , (iid) makes no warranty or representation to any Secured Party Lender or any other Person Issuer and shall not be responsible to any Secured Party Lender or any Person Issuer for any statements, warranties or representations (whether written made by or oral) made on behalf of any Borrower or any of its Subsidiaries in or in connection with this Agreement or the any other Facility Documents; Loan Document, (iiie) shall not have any duty to monitor, ascertain or to inquire either as to the performance or observance of any of the termsterm, covenants covenant or conditions condition of this Agreement, the other Facility Documents or any Loan Documents on the part of the Borrower Agreement or any other Person Loan Document, as to the financial condition of any Loan Party or as to inspect the property existence or possible existence of any Default, (including the books f) shall not be deemed to have knowledge of any Event of Default unless and records) until notice describing such Event of the Default is given to an Agent or its Affiliates by a Borrower; , a Lender or an Issuer, (ivg) shall not be responsible to any Secured Party Lender or any other Person Issuer for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the attachment or priority of any CollateralLien created or purported to be created under or in connection with, this Agreement, the any other Facility Documents, any Loan Document or any other instrument or document furnished pursuant hereto or thereto or for the validitythereto, perfection, priority or enforceability of the Liens on the Collateral; and (vh) shall incur no liability under or in respect of this Agreement or any other Facility Loan Document by acting or relying on, acting upon (or by refraining from action in reliance on) any written or oral notice, request, consent, certificate (including for the avoidance of doubt, the Borrowing Base Certificate), instruction or waiver, reportcertificate, statement, opinion, direction report or other instrument or writing (which writing may be delivered in person a telecopy, electronic mail, Internet or by telephone, telecopier, email, cable intranet website posting or telex, if acceptable to itother distribution) or any telephone message believed by it to be genuine and believed by it to be signed signed, sent or sent otherwise authenticated by the proper party or parties. The Administrative Agent , (i) shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not have be liable for the failure to disclose, any liability information relating to the Company, any Borrower or any of their Affiliates that is communicated to or obtained by any Agent or any of its Affiliates in any capacity and (j) may presume that any condition hereunder that by its terms must be fulfilled to the satisfaction of a Lender or an Issuer is satisfactory to such Lender or such Issuer unless the Agent shall have received notice to the contrary from such Lender or such Issuer prior to the making of any other Person for Loan or the Borrower’s or issuance of any Lender’s, as the case may be, performance of, or failure to perform, any Letter of their respective obligations and duties under this Agreement or any other Facility DocumentCredit.

Administrative Agent’s Reliance, Etc. (a) Neither Notwithstanding any other provisions of this Agreement, any other Loan Documents or the Other Related Documents, neither Administrative Agent nor any of its respective directors, officers, agents agents, employees or employees counsel shall be liable for any action taken or omitted to be not taken by it or them under or in connection with this Agreement or any of the other Facility DocumentsLoan Document, except for its or their own gross negligence or willful misconductmisconduct in connection with its duties expressly set forth herein or therein. Without limiting the generality of the foregoing, the Administrative Agent: (i) may consult with legal counsel (including, without limitation, including its own counsel or counsel for the Borrower or the Servicer or any of their Affiliates) and other Loan Party), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; . Neither Administrative Agent nor any of its directors, officers, agents, employees or counsel: (iia) makes no any warranty or representation to any Secured Party Lender or any other Person and shall not be responsible to any Secured Lender or any other Person for any statement, warranty or representation made or deemed made by Borrower, any other Loan Party or any other Person for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or the any other Facility DocumentsLoan Document; (iiib) shall not have any duty to monitor, ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement, Agreement or any other Loan Document or the other Facility Documents satisfaction of any conditions precedent under this Agreement or any Loan Documents Document on the part of Borrower or other Persons or inspect the property, books or records of Borrower or any other Person or to inspect the property (including the books and records) of the BorrowerPerson; (ivc) shall not be responsible to any Secured Party or any other Person Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any Collateralother Loan Document, this Agreement, the other Facility Documents, any Loan Document or any other instrument or document furnished pursuant hereto or thereto or for any Collateral covered thereby or the validityperfection or priority of any Lien in favor of Administrative Agent on behalf of Lenders in any such Collateral; (d) shall have any liability in respect of any recitals, perfectionstatements, priority certifications, representations or enforceability warranties contained in any of the Liens on the CollateralLoan Documents or Other Related Documents or any other document, instrument, agreement, certificate or statement delivered in connection therewith; and (ve) shall incur no any liability under or in respect of this Agreement or any other Facility Loan Document by relying on, acting upon (or by refraining from action in reliance on) any written or oral notice, request, consent, certificate (including for the avoidance of doubt, the Borrowing Base Certificate), instruction or waiver, report, statement, opinion, direction or other instrument or writing (which may be delivered in person or by telephone, telecopier, email, cable telecopy or telex, if acceptable to itelectronic mail) believed by it to be genuine and believed by it to be signed signed, sent or sent given by the proper party or parties. The Administrative Agent may execute any of its duties under the Loan Documents or Other Related Documents by or through agents, employees or attorneys-in-fact and shall not have any liability to the Borrower or any Lender or any other Person be responsible for the Borrower’s negligence or misconduct of any Lender’s, as agent or attorney-in-fact that it selects in the case may be, performance of, absence of gross negligence or failure to perform, any of their respective obligations and duties under this Agreement or any other Facility Documentwillful misconduct.

Administrative Agent’s Reliance, Etc. (a) Neither None of the Administrative Agent nor Agent, any of its Affiliates or any of their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it it, him, her or them under or in connection with this Agreement or any of the other Facility Loan Documents, except for its its, his, her or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, the Administrative Agent: Agent (ia) may treat the payee of any Note as its holder until such Note has been assigned in accordance with Section 11.2 (Assignments and Participations), (b) may rely on the Register to the extent set forth in Section 11.2(c) (Assignments and Participations), (c) may consult with legal counsel (including, without limitation, including counsel for to the Borrower or the Servicer or any of their Affiliates) and other Loan Party), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; , (iid) makes no warranty or representation to any Secured Party 103 Lender or any other Person Issuer and shall not be responsible to any Secured Party Lender or any Person Issuer for any statements, warranties or representations (whether written made by or oral) made on behalf of the Borrower or any of its Subsidiaries in or in connection with this Agreement or the any other Facility Documents; Loan Document, (iiie) shall not have any duty to monitor, ascertain or to inquire either as to the performance or observance of any of the termsterm, covenants covenant or conditions condition of this Agreement, the other Facility Documents or any Loan Documents on the part of the Borrower Agreement or any other Person Loan Document, as to the financial condition of any Loan Party or as to inspect the property existence or possible existence of any Default or Event of Default, (including the books and records) of the Borrower; (ivf) shall not be responsible to any Secured Party Lender or any other Person Issuer for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the attachment, perfection or priority of any CollateralLien created or purported to be created under or in connection with, this Agreement, the any other Facility Documents, any Loan Document or any other instrument or document furnished pursuant hereto or thereto or for the validity, perfection, priority or enforceability of the Liens on the Collateral; and (vg) shall incur no liability under or in respect of this Agreement or any other Facility Loan Document by relying on, acting upon (or by refraining from action in reliance on) any written or oral notice, request, consent, certificate (including for the avoidance of doubt, the Borrowing Base Certificate), instruction or waiver, report, statement, opinion, direction or other instrument or writing (which writing may be delivered in person a telecopy or by telephone, telecopier, email, cable electronic mail) or telex, if acceptable to it) any telephone message believed by it to be genuine and believed by it to be signed or sent by the proper party or parties. The Administrative Agent shall not have any liability to the Borrower or any Lender or any other Person for the Borrower’s or any Lender’s, as the case may be, performance of, or failure to perform, any of their respective obligations and duties under this Agreement or any other Facility Document.