THIRD AMENDED AND RESTATED CREDIT AGREEMENT

Exhibit 10-BBb

THIRD AMENDED AND RESTATED CREDIT AGREEMENT

among

SUNTRUST BANK

as Borrower,

THE SEVERAL LENDERS

FROM TIME TO TIME PARTIES HERETO,

as Lenders,

and

SUNTRUST EQUITY FUNDING, LLC,

as Administrative Agent for the Lenders

Dated as of June 27, 2008

TABLE OF CONTENTS

-i-

TABLE OF CONTENTS

(continued)

-ii-

-iii-

THIRD AMENDED AND RESTATED CREDIT AGREEMENT

THIS THIRD AMENDED AND RESTATED CREDIT AGREEMENT, dated as of June 27, 2008, is among SUNTRUST BANK (the " Borrower "), the several banks and other financial institutions from time to time parties to this Agreement (the " Lenders "), and SUNTRUST EQUITY FUNDING, LLC, a Delaware limited liability company, as Administrative Agent.

WHEREAS, SunTrust Equity Funding, LLC, as the prior lessor (in such capacity, the " Prior Lessor "), the several banks and other financial institutions party thereto and SunTrust Bank, as the prior administrative agent (in such capacity, the " Prior Agent "), entered into that certain Second Amended and Restated Credit Agreement dated as of July 31, 2003 (as amended prior to the date hereof, the " Existing Credit Agreement "); and

WHEREAS, the Prior Lessor is transferring the Leased Properties to the Borrower subject to the Existing Operative Agreements,

WHEREAS, the Prior Agent is transferring all of its rights and duties to the Administrative Agent, who has assumed all of such rights and duties;

WHEREAS, the parties desire to amend and restate the Existing Credit Agreement in its entirety, as hereinafter set forth;

NOW, THEREFORE, the Existing Credit Agreement is hereby amended and restated in its entirety, and the parties hereby agree as follows:

SECTION 1. DEFINITIONS

1.1 Definitional Provisions .

(a) The words "hereof", "herein" and "hereunder" and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and Section, Schedule and Exhibit references are to this Agreement unless otherwise specified.

(b) All accounting terms used herein shall have the respective meanings given to them in accordance with GAAP, unless otherwise provided herein. All computations and determinations for purposes of determining compliance with the financial requirements of this Agreement shall be made in accordance with GAAP, unless otherwise provided herein.

(c) The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms or such terms.

1.2 Defined Terms . Each capitalized term used in this Agreement and not otherwise defined herein shall have the meaning ascribed thereto in Appendix A to the Participation Agreement (defined below).

(a) " Agreement " shall mean this Third Amended and Restated Credit Agreement, as further amended, supplemented, restated or otherwise modified from time to time in accordance with the terms hereof, and includes the Existing Credit Agreement for the period that it was in effect.

(b) " Participation Agreement " means the Third Amended and Restated Participation Agreement dated as of the date hereof among Tech Data Corporation as Lessee, the Lessor, the Lenders party thereto from time to time, and SunTrust Equity Funding, LLC, as the Administrative Agent, as such agreement may be further amended, modified, restated or supplemented from time to time in accordance with the terms thereof.

SECTION 2. AMOUNT AND TERMS OF COMMITMENTS

2.1 Commitments .

(a) Subject to the terms and conditions hereof, each Lender severally agrees to make and/or to continue, as applicable, Series A Loans and Series B Loans to the Borrower on the Restatement Effective Date for the purpose of realigning the outstanding Loans and Lessor Fundings with the Commitments and Lessor Commitments, as amended and restated pursuant to this Agreement and the other Operative Agreements, in an aggregate principal amount as to each Category of Loans outstanding not to exceed such Lender’s Commitment applicable to such Category of Loans; provided that (i) after giving effect to any Loan, the aggregate outstanding principal amount of all Loans of a specified Category shall not exceed the Total Commitment for such Category, and (ii) all borrowings under this Section 2.1(a) shall be allocated in accordance with the definitions of Series A Loans and Series B Loans.

(b) The Loans may be Base Rate Loans or Eurodollar Loans having an Interest Period of one, two, three, four or six months, as specified in the definition of "Interest Period," subject only to the limitations specified in such definition and to the provisions of Sections 2.6(c) hereof and Sections 3.2(e) and 10.4 of the Participation Agreement. Any Loan other than a Eurodollar Loan shall constitute a Base Rate Loan.

2.2 Notes . The Loans made by each Lender shall be evidenced by (i) in the case of Series A Loans, a promissory note of the Borrower, substantially in the form of Exhibit A (the " Series A Note "), and (ii) in the case of Series B Loans, a promissory note of the Borrower, substantially in the form of Exhibit B (the " Series B Note " and together with the Series A Notes, the " Notes "), in each case with appropriate insertions as to date and principal amount, payable to the order of the Agent (for the pro rata benefit of the Lenders) and in a principal amount equal to the applicable aggregate Commitments of the Lenders. The Agent is hereby authorized to record the date, Type and amount of each Loan made by the Lenders, each continuation thereof, each conversion of all or a portion thereof to another Type, and the date and amount of each payment or prepayment of principal thereof on the schedule annexed to and constituting a part of any of the Notes, and any such recordation shall constitute prima facie evidence of the accuracy of the information so recorded, provided that the failure to make any such recordation or any error in such recordation shall not affect the Borrower’s obligations hereunder or under such Note. Each Note shall (i) be dated the Restatement Effective Date (ii) be stated to mature on the Maturity Date, and (iii) provide for the payment of interest in accordance with Section 2.5 .

2

2.3 Procedure for Borrowing; Amounts of Borrowings .

(a) The Borrower may borrow under the Commitments on the Restatement Effective Date pursuant to the terms of Section 3.2 of the Participation Agreement, provided that the Borrower shall give the Administrative Agent irrevocable notice (which must be received by the Administrative Agent (i) prior to 11:00 A.M., New York time, three Business Days prior to the requested Borrowing Date if all or any part of the requested Loans are to be Eurodollar Loans, or (ii) prior to 11:00 A.M., New York time one (1) Business Day prior to the requested Borrowing Date with respect to any Loans that are to be Base Rate Loans) specifying (A) the amount to be borrowed (which on any date shall not be in excess of the then aggregate Commitments of the Lenders), (B) the requested Borrowing Date (which shall be the Restatement Effective Date), (C) whether the borrowing is to be of Eurodollar Loans, Base Rate Loans or a combination thereof, (D) if the borrowing is to be a combination of Eurodollar Loans and Base Rate Loans, the respective amounts of each Type of Loan and (E) if the borrowing is to be of Eurodollar Loans, the Interest Period applicable thereto. Pursuant to the terms of the Participation Agreement, the Borrower shall be deemed to have delivered such notice upon the delivery of a notice by the Lessee containing such required information. Upon receipt of such notice from the Borrower, the Administrative Agent shall promptly notify each Lender thereof. Subject to the terms and conditions hereof (including specifically without limitation Section 4.2 ), each Lender will make the amount of its pro rata share of such borrowing of each Category available to the Administrative Agent for the account of the Borrower at the office of the Administrative Agent specified in Section 9.2 prior to 2:00 P.M., New York time, on the Restatement Effective Date requested by the Borrower in funds immediately available to the Administrative Agent. Such borrowing will then be made available to the Borrower by the Administrative Agent crediting an account designated by the Borrower on the books of such office with the aggregate of the amounts made available to the Administrative Agent by the Lenders and in like funds as received by the Administrative Agent. No amount of any Loan which is repaid or prepaid may be reborrowed hereunder. To the extent that the borrowing requested on the Restatement Effective Date includes Loans from any Lender that are to be continued, such Lender shall not be required to fund the principal of such continued Loans and such principal shall remain outstanding.

(b) The aggregate amount of any borrowing constituting a Eurodollar Loan and any conversion thereof shall be in an amount (which, when aggregated with the related Eurodollar Lessor Funding) is at least $5,000,000.

2.4 Prepayments and Payments .

(a) The Borrower may at any time and from time to time prepay the Loans, in whole or in part, without premium or penalty (subject to compliance with Sections 10.3(b) and 10.5 of the Participation Agreement), upon at least three (3) Business Days’ irrevocable notice to the Administrative Agent, specifying the date and amount of

3

prepayment and whether the prepayment is of Eurodollar Loans, Base Rate Loans or a combination thereof, and, if a combination thereof, the amount allocable to each; provided that all prepayments of Loans shall be applied pro rata between Series A Loans (aggregated as a single amount) and Series B Loans (aggregated as a single amount). Upon receipt of any such notice the Administrative Agent shall promptly notify each Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein. Amounts prepaid may not be reborrowed.

(b) If on any date the Administrative Agent or the Lessor shall receive any payment in respect of (i) any Casualty or Condemnation pursuant to Section 15.1(a) or 15.1(g ) of the Lease (excluding any payments in respect thereof which are payable to Lessee in accordance with the Lease), or (ii) the Termination Value of any Property in connection with the delivery of a Termination Notice pursuant to Article XVI of the Lease, or (iii) the Termination Value of any Property in connection with the exercise of the option to purchase any Property under Section 17.11 of the Lease, (iv) the Termination Value of any Property in connection with the exercise of a Purchase Option under Section 20.1(a) or (b) of the Lease or the exercise of the option of the Lessee to transfer the Properties to a third party pursuant to Section 20.1 of the Lease, or (v) the Excess Land Purchase Price in connection with a purchase of Excess Land pursuant to Section 20.1(c) of the Lease, then in each case, the Borrower shall be required to prepay the principal balance of the Loans and Lessor Fundings on such date (such prepayment to be applied pro rata as between Series A Loans and A Allocated Amount (aggregated as a single amount) and Series B Loans and B Allocated Amount (aggregated as a single amount)) in an amount equal to such payment.

(c) Each prepayment of the Loans pursuant to Section 2.4(b) shall be allocated to reduce the Loan Property Cost of the affected Property. Each prepayment of the Loans pursuant to Section 2.4(a) shall be allocated to reduce the respective Loan Property Costs of all Properties pro rata according to the Loan Property Costs of such Properties immediately before giving effect to such prepayment. Each prepayment of the Loans pursuant to Section 2.4(a) or 2.4(b) shall be accompanied by a simultaneous prepayment of accrued interest on such Loan and Yield on such Lessor Fundings and the simultaneous payment of any amounts payable under Section 10.5 of the Participation Agreement in connection with the prepayment of such Loan and Lessor Fundings.

(d) The outstanding principal amount of the Loans shall be due and payable in full to the Agent for the benefit of each Lender on the Maturity Date, or earlier as specified herein or in any other Operative Agreement.

2.5 Interest Rates and Payment Dates .

(a) Each Eurodollar Loan shall bear interest for each day during each Interest Period with respect thereto at a rate per annum equal to the Eurodollar Rate for such day for such Loan.

(b) Each Base Rate Loan shall bear interest at a rate per annum equal to the Base Rate.

4

(c) If all or a portion of (i) the principal amount of any Loan, (ii) any interest payable on any Loan or (iii) any other amount payable hereunder shall not be paid when due (subject to applicable grace periods) (whether at the stated maturity, by acceleration or otherwise), such overdue amount shall bear interest at a rate per annum which is the lesser of (x) the interest rate applicable to such Loan (or in the case of clause (iii)  above, the Base Rate) plus 2% and (y) the highest interest rate permitted by applicable law, in each case from the date of such non-payment until such amount is paid in full (whether after or before judgment). In addition, if any Lease Event of Default has occurred and is continuing, each outstanding Loan shall bear interest at the lesser of (A) the interest rate applicable to such Loan plus 2% or (B) the highest interest rate permitted by applicable law, in each case so long as such Lease Event of Default is continuing.

(d) Interest shall be payable in arrears on each Scheduled Interest Payment Date, provided that (i) interest accruing pursuant to paragraph (c)  of this Section 2.5 shall be payable from time to time on demand and (ii) each prepayment of any Loan shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid.

2.6 Computation of Interest .

(a) Interest shall be calculated on the basis established in Section 11.16 of the Participation Agreement, with respect to the length of a "year" and the number of days for which interest is accrued. The Administrative Agent shall as soon as practicable notify the Borrower and the Lenders of each determination of a Eurodollar Rate. Any change in the interest rate on a Loan resulting from a change in the Base Rate, or the Reserve Requirement, shall become effective as of the day on which such change in the Base Rate or Reserve Requirement becomes effective. The Administrative Agent shall as practicable notify the Borrower and the Lenders of the effective date and the amount of each such change in interest rate.

(b) Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be conclusive and binding on the Borrower and the Lenders in the absence of manifest error.

(c) If the Eurodollar Rate cannot be determined by the Administrative Agent in the manner specified in the definition of the term "Eurodollar Rate" referenced in Appendix A to the Participation Agreement, the Administrative Agent shall give facsimile, e-mail or telephonic notice thereof to the Borrower and the Lenders as soon as practicable thereafter. Until such time as the Eurodollar Rate can be determined by the Administrative Agent in the manner specified in such definition of such term, no further Eurodollar Loans shall be made or continued as such at the end of the then current Interest Period and all Loans shall continue as Base Rate Loans.

2.7 Pro Rata Treatment and Payments .

(a) The borrowing by the Borrower from the Lenders hereunder shall be made pro rata according to the respective Commitment Percentages of such Category of the Lenders. Each payment (including each prepayment) by the Borrower on account of

5

principal of and interest on the Series A Loans or the Series B Loans, as the case may be, shall be made pro rata according to the respective outstanding principal amounts on the Loans of each such Category then held by each Lender. All payments (including prepayments) to be made by the Borrower hereunder and under the Notes, whether on account of principal, interest or otherwise, shall be made without setoff, counterclaim or other defense and shall be made prior to 12:00 Noon, New York time, on the due date thereof to the Administrative Agent, for the account of the Lenders, at the Administrative Agent’s office specified in Section 9.2 , in Dollars and in immediately available funds. The Administrative Agent shall distribute such payments to the Lenders promptly upon receipt in like funds as received. If any payment hereunder becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day; provided , however , if such payment includes an amount of interest calculated with reference to the Eurodollar Rate and the result of such extension would be to extend such payment into another calendar month, then such payment shall be made on the immediately preceding Business Day. In the case of any extension of any payment of principal pursuant to the preceding two sentences, interest thereon shall be payable at the then applicable rate during such extension.

(b) Unless the Administrative Agent shall have been notified in writing by any Lender prior to a borrowing that such Lender will not make its share of such borrowing available to the Administrative Agent, the Administrative Agent may assume that such Lender is making such amount available to the Administrative Agent, and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower a corresponding amount. If such amount is not made available to the Administrative Agent by the required time on the Borrowing Date therefor, such Lender shall pay to the Administrative Agent, on demand, such amount with interest thereon at a rate equal to the daily average Federal Funds Rate for the period until such Lender makes such amount immediately available to the Administrative Agent. A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this Section 2.7(b) shall be conclusive in the absence of manifest error. If such Lender’s share of such borrowing is not made available to the Administrative Agent by such Lender within three Business Days of such Borrowing Date, the Administrative Agent shall also be entitled to recover such amount with interest thereon at the rate as set forth above on demand from the Borrower.

SECTION 3. CONDITIONS PRECEDENT

3.1 Conditions to Effectiveness . The effectiveness of this Agreement is subject to the satisfaction of all conditions precedent set forth in Section 4 of the Participation Agreement required to be satisfied on or prior to the Restatement Effective Date and to the receipt by the Administrative Agent of the Notes, duly executed by the Borrower.

3.2 Conditions to the Loan . The agreement of each Lender to make the Loan requested to be made and/or continued by it on the Restatement Effective Date is subject to the satisfaction of the following conditions precedent:

(a) Representations and Warranties . Each of the representations and warranties made by the Borrower in or pursuant to the Operative Agreements shall be true and correct in all material respects on and as of such date as if made on and as of such date, except to the extent that such representations and warranties expressly relate to an earlier date.

6

(b) Participation Agreement . The conditions precedent set forth in Section 4.3 of the Participation Agreement shall have been satisfied.

SECTION 4. COVENANTS

So long as any Loan or Note remains outstanding and unpaid or any other amount is owing to any Lender or the Administrative Agent hereunder or under any other Operative Agreement and so long as the Commitments have not been terminated:

4.1 Further Assurances . At any time and from time to time, upon the written request of the Administrative Agent, and at the sole expense of the Borrower (or Lessee to the extent Lessee is obligated for such costs pursuant to the Operative Agreements), the Borrower will promptly and duly execute and deliver such further instruments and documents and take such further action as the Administrative Agent or the Majority Financing Parties may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and the other Operative Agreements and of the rights and powers herein or therein granted.

SECTION 5. EVENTS OF DEFAULT

Upon the occurrence of any of the following specified events (each an " Event of Default "):

(a) The Borrower shall, except as provided in paragraph (c) , default, in the payment when due of any principal or interest on any Loan; or

(b) Except as provided in paragraphs (a)  and (c) , the Borrower shall fail to make the payment of any amount due and payable owing under any of the Operative Agreements within five (5) Business Days after receipt of notice that such payment is due; or

(c) The Borrower shall default in the payment of any amount due on the Maturity Date owing under any Operative Agreements; or

(d) The Borrower shall default in the due performance or observance by it of any term, covenant or agreement contained in any Operative Agreement to which it is a party (other than those referred to in paragraphs (a) , (b)  and (c)  above), provided that in the case of any such default under Section 4.1 , such default shall continue for a period of at least thirty (30) days after notice to the Borrower and the Lessee by the Administrative Agent or the Majority Financing Parties; or

(e) Any representation, warranty or statement made or deemed made by the Borrower herein or in any other Operative Agreement, or by the Borrower or the Lessee

7

in the Participation Agreement, the Lease or in any statement or certificate delivered or required to be delivered pursuant hereto or thereto, shall prove to be untrue in any material respect on the date as of which made or deemed made; or

(f) There shall have occurred and be continuing:

(i) any Lease Event of Default or other "Event of Default" (as defined in the Participation Agreement); or

(ii) a default by the Borrower in the due performance or observance by it of any term, covenant or agreement contained in the Participation Agreement to or for the benefit of the Administrative Agent or a Lender, provided that in the case of this clause (ii) , such default shall continue unremedied for a period of at least thirty (30) days after notice to the Lessor and the Lessee by the Administrative Agent or the Majority Financing Parties; or

(g) The Borrower shall be unable to pay its debts generally as they become due; file a petition to take advantage of any insolvency statute; make an assignment for the benefit of its creditors; commence a proceeding for the appointment of a receiver, trustee, liquidator or conservator of itself or of the whole or any substantial part of its property; file a petition or answer seeking liquidation, reorganization or arrangement or similar relief under the federal bankruptcy laws or any other applicable law or statute; or

(h) Any court of competent jurisdiction shall enter an order, judgment or decree appointing a custodian, receiver, trustee, liquidator or conservator of the Borrower or of the whole or any substantial part of its properties and such order, judgment or decree continues unstayed and in effect for a period of ninety (90) days, or approve a petition filed against the Borrower seeking liquidation, reorganization or arrangement or similar relief under the federal bankruptcy laws or any other applicable law or statute of the United States of America or any state, which petition is not dismissed within ninety (90) days; or if, under the provisions of any other law for the relief or aid of debtors, a court of competent jurisdiction shall assume custody or control of the Borrower or of the whole or any substantial part of its properties, which control is not relinquished within ninety (90) days; or if there is commenced against the Borrower any proceeding or petition seeking reorganization, arrangement or similar relief under the federal bankruptcy laws or any other applicable law or statute of the United States of America or any state which proceeding or petition remains undismissed for a period of ninety (90) days; or if the Borrower takes any action to indicate its consent to or approval of any such proceeding or petition; or

(i) Any Security Document shall cease to be in full force and effect, or shall cease to give the Administrative Agent the Liens, rights, powers and privileges purported to be created thereby, in favor of the Administrative Agent on behalf of itself and the Lenders, superior to and prior to the rights of all third Persons and subject to no other Liens (except Permitted Liens); or

8

(j) The Lease, the Guaranty or any other Operative Agreement shall cease to be enforceable against the Lessee or any Guarantor; or

(k) Any default by any party shall have occurred and be continuing under any lease or sublease (other than the Lease or any sublease by Lessee permitted under Section 24.2(b) of the Lease) of any portion of any Property;

then, and in any such event, (A) if such event is an Event of Default specified in paragraph (g)  or (h)  above with respect to the Borrower, the Commitments shall automatically and immediately terminate and the Loans hereunder (with accrued interest thereon) and all other amounts owing under this Agreement, the Notes and any other Operative Agreements, shall immediately become due and payable, and (B) if such event is any other Event of Default, either or both of the following actions may be taken: with the consent of the Majority Financing Parties, the Administrative Agent may, or upon the request of the Majority Financing Parties, the Administrative Agent shall, by notice to the Borrower, declare the Loans hereunder (with accrued interest thereon) and all other amounts owing under this Agreement, the Notes and any other Operative Agreements, to be due and payable forthwith, whereupon the same shall immediately become due and payable (any of the foregoing occurrences or actions referred to in clause (A)  or (B)  above, being referred to as an " Acceleration "). Except as expressly provided above in this Section 5 , presentment, demand, protest and all other notices of any kind are hereby expressly waived.

Upon the occurrence of any Event of Default and at any time thereafter so long as any Event of Default shall be continuing, the Administrative Agent may, and upon the written instructions of the Majority Financing Parties shall, exercise any or all of the rights and powers and pursue any or all of the remedies available to it hereunder and under the other Operative Agreements and the Lease and shall have any and all rights and remedies available under the Uniform Commercial Code or any other provision of law (all such remedies being cumulative and in addition to any other remedies that may be available).

Upon the occurrence of any Event of Default and at any time thereafter so long as any Event of Default shall be continuing, the Administrative Agent may, and upon request of the Majority Financing Parties shall, proceed to protect and enforce this Agreement, the Notes, the Lease and the other Operative Agreements by one or more suits or proceedings in equity, at law or in bankruptcy, whether for the specific performance of any covenant or agreement contained therein or in execution or aid of any power granted therein, or for foreclosure hereunder, or for the appointment of a receiver for any Property, or for the recovery of judgment for any indebtedness secured thereby, or for the enforcement of any other remedy available under applicable laws.

The Borrower shall be liable for any and all accrued and unpaid amounts due hereunder before, during or after the exercise of any of the foregoing remedies, including without limitation all reasonable legal fees and other reasonable costs and expenses incurred by the Administrative Agent or any Lender by reason of the occurrence of any Event of Default or the exercise of remedies with respect thereto.

9

SECTION 6. THE ADMINISTRATIVE AGENT

6.1 Appointment and Authorization of Administrative Agent . Each Lender hereby appoints SunTrust Equity Funding, LLC to succeed SunTrust Bank, as Administrative Agent. Each Lender hereby irrevocably (subject to Section 6.9 ) appoints, designates and authorizes Administrative Agent to take such action on its behalf under the provisions of this Agreement and each other Operative Agreement and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Operative Agreement, together with such powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Operative Agreement, Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, nor shall Administrative Agent have or be deemed to have any fiduciary relationship with any Lender or participant, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Operative Agreement or otherwise exist against Administrative Agent. Without limiting the generality of the foregoing sentence, the use of the term "agent" in this Agreement or any other Operative Agreement with reference to Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties.

6.2 Delegation of Duties . Administrative Agent may execute any of its duties under this Agreement or any other Operative Agreement by or through agents, employees or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. Administrative Agent shall not be responsible for the negligence or misconduct of any agent or attorney-in-fact that it selects in the absence of gross negligence or willful misconduct.

6.3 Liability of Administrative Agent . No Administrative Agent-Related Person shall (i) be liable for any action taken or omitted to be taken by any of them under or in connection with this Agreement or any other Operative Agreement or the transactions contemplated hereby (except for its own gross negligence or willful misconduct in connection with its duties expressly set forth herein), or (ii) be responsible in any manner to any Financing Party or participant for any recital, statement, representation or warranty made by any Lessee/Borrower Party or any officer of any of the foregoing, contained in this Agreement or in any other Operative Agreement, or in any certificate, report, statement or other document referred to or provided for in, or received by Administrative Agent under or in connection with, this Agreement or any other Operative Agreement, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Operative Agreement, or for any failure of any Lessee/Borrower Party or any other party to any Operative Agreement to perform its obligations hereunder or thereunder. No Administrative Agent-Related Person shall be under any obligation to any Financing Party or participant to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Operative Agreement, or to inspect the properties, books or records of Lessee/Borrower Party or any Subsidiary or affiliate thereof.

10

6.4 Reliance by Administrative Agent .

(a) Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, telegram, facsimile, telex or telephone message, statement or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, and upon advice and statements of legal counsel (including counsel to any Lessee/Borrower Party), independent accountants and other experts selected by Administrative Agent. Administrative Agent shall be fully justified in failing or refusing to take any action under any Operative Agreement unless it shall first receive such advice or concurrence of Majority Financing Parties as it deems appropriate and, if it so requests, it shall first be indemnified to its satisfaction by the Financing Parties against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Operative Agreement in accordance with a request or consent of Majority Financing Parties or all Financing Parties, if required hereunder, and such request and any action taken or failure to act pursuant thereto shall be binding upon all Financing Parties and participants. Where this Agreement expressly permits or prohibits an action unless Majority Financing Parties otherwise determine, and in all other instances, Administrative Agent may, but shall not be required to, initiate any solicitation for the consent or a vote of Financing Parties.

(b) For purposes of determining compliance with the conditions specified in Sections 3 and 4 of the Participation Agreement, and Section 3 hereof, each Financing Party and participant shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter either sent by Administrative Agent to each Financing Party for consent, approval, acceptance or satisfaction, or required thereunder to be consented to or approved by or acceptable or satisfactory to a Financing Party.

6.5 Notice of Default . Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default, except with respect to defaults in the payment of principal, interest and fees required to be paid to Administrative Agent for the account of Lenders, unless Administrative Agent shall have received written notice from a Lender, Borrower or Lessee referring to this Agreement, describing such Default or Event of Default and stating that such notice is a "notice of default". Administrative Agent will notify the Financing Parties of its receipt of any such notice. Administrative Agent shall take such action with respect to such Default or Event of Default as may be directed by the Majority Financing Parties in accordance with Section 8 ; provided , however , that unless and until Administrative Agent has received any such direction, Administrative Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default as it shall deem advisable or in the best interest of the Financing Parties.

6.6 Credit Decision; Disclosure of Information by Administrative Agent . Each Lender and participant acknowledges that no Administrative Agent-Related Person has made any representation or warranty to it, and that no act by Administrative Agent hereinafter taken, including any consent to and acceptance of any assignment or review of the affairs of any Lessee/Borrower Party or any of its Subsidiaries or Affiliates, shall be deemed to constitute any representation or warranty by any Administrative Agent-Related Person to any Lender or

11

participant as to any matter, including whether Administrative Agent-Related Persons have disclosed material information in their possession. Each Lender, including any Lender by assignment, and each participant represents to Administrative Agent that it has, independently and without reliance upon any Administrative Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of each Lessee/Borrower Party and its Subsidiaries and Affiliates, and all applicable bank regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to any Lessee/Borrower Party hereunder. Each Lender and participant also represents that it will, independently and without reliance upon any Administrative Agent-Related Person and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Operative Agreements, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of each Lessee/Borrower Party and its Subsidiaries and Affiliates. Except for notices, reports and other documents expressly required to be furnished to Lenders by Administrative Agent herein, Administrative Agent shall not have any duty or responsibility to provide any Lender or participant with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any Lessee/Borrower Party or any of its Subsidiaries or Affiliates which may come into the possession of any Administrative Agent-Related Person.

6.7 Indemnification of Administrative Agent . Whether or not the transactions contemplated hereby are consummated, Lenders shall indemnify upon demand each Administrative Agent-Related Person (to the extent not reimbursed by or on behalf of any Lessee/Borrower Party and without limiting the obligation of any Lessee/Borrower Party to do so), pro rata, and hold harmless each Administrative Agent-Related Person from and against any and all Indemnified Claims incurred by it; provided , however , that no Lender shall be liable for the payment to any Administrative Agent-Related Person of any portion of such Indemnified Claims resulting from such Person’s gross negligence or willful misconduct; provided , however , that no action taken in accordance with the directio